ICICI Bank Limited
United States
Securities and Exchange Commission
Washington, D.C. 20549

FORM 6-K

Report of Foreign Issuer
Pursuant to Rule 13a-16 or 15d-16 under
the Securities Exchange Act of 1934

For the month of August 2003

ICICI Bank Limited
(Translation of registrant’s name into English)

ICICI Bank Towers,
Bandra-Kurla Complex
Mumbai, India 400 051
(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports
under cover Form 20-F or Form 40-F.

Form 20-F  X   Form 40-F __

     Indicate by check mark whether the registrant by furnishing the information
contained in this Form is also thereby furnishing the information to the Commission
pursuant to Rule 12g 3-2(b) under the Securities Exchange Act of 1934.

Yes __ No.   X  

If “Yes” is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g 3-2(b).

Not applicable.








INDEX TO EXHIBITS

  Item
   
1.   Form 6k dated August 14, 2003 along with the Notice of the Ninth Annual General Meeting, Annual Report of the Bank and the accounts of subsidiary companies for the year ended March 31, 2003.







SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Dated : August 14, 2003

For ICICI Bank Limited
By
:
/s/ Jyotin Mehta
Name
:
Jyotin Mehta
Title
:
General Manager & Company Secretary




Item 1 

 
 
 
Notice

 

NOTICE is hereby given that the Ninth Annual General Meeting of the Members of ICICI Bank Limited will be held on Monday, August 25, 2003 at 2.00 p.m. at Professor Chandravadan Mehta Auditorium, General Education Centre, Opposite D. N. Hall Ground, The Maharaja Sayajirao University, Pratapgunj, Vadodara 390 002 to transact the following business:

ORDINARY BUSINESS

1. To receive, consider and adopt the audited Profit and Loss Account for the financial year ended March 31, 2003 and Balance Sheet as at that date together with the Reports of Directors and Auditors.

2. To declare dividend on preference shares.

3. To declare dividend on equity shares.

4. To appoint a Director in place of Mr. Somesh R. Sathe, who retires by rotation and, being eligible, offers himself for re-appointment.

5. To appoint a Director in place of Mr. Anupam Puri, who retires by rotation and, being eligible, offers himself for re-appointment.

6. To appoint a Director in place of Prof. Marti G. Subrahmanyam, who retires by rotation and, being eligible, offers himself for re-appointment.

7. To appoint a Director in place of Ms. Kalpana Morparia, who retires by rotation and, being eligible, offers herself for re-appointment.

8. To consider and, if thought fit, to pass, with or without modification, the following Resolution as an Ordinary Resolution:

  RESOLVED that pursuant to the provisions of Sections 224, 225 and other applicable provisions, if any, of the Companies Act, 1956 and the Banking Regulation Act, 1949, S. R. Batliboi & Co., Chartered Accountants, be appointed statutory auditors of the Company, to hold office from the conclusion of this Meeting until the conclusion of the next Annual General Meeting of the Company, on a remuneration to be fixed by the Board of Directors of the Company, based on the recommendation of the Audit Committee, in addition to reimbursement of all out-of-pocket expenses in connection with the audit of the accounts of the Company for the year ending March 31, 2004.

9. To consider and, if thought fit, to pass, with or without modification, the following Resolution as an Ordinary Resolution:

  RESOLVED that pursuant to the provisions of Section 228 and other applicable provisions, if any, of the Companies Act, 1956 and the Banking Regulation Act, 1949, the Board of Directors of the Company be and is hereby authorised to appoint branch auditors, in consultation with the Statutory Auditors, as and when required, to audit the accounts in respect of the Company’s branches/offices in India and abroad and to fix their remuneration, based on the recommendation of the Audit Committee, in addition to reimbursement of all out-of-pocket expenses in connection with the audit.

SPECIAL BUSINESS

10. To consider and, if thought fit, to pass, with or without modification, the following Resolution as an Ordinary Resolution:

  RESOLVED that Mr. P. C. Ghosh, in respect of whom the Company has received Notices in writing along with a deposit of Rs.500 for each Notice, from some of its Members proposing him as a candidate for the office of Director under the provisions of Section 257 of the Companies Act, 1956, and who is eligible for appointment to the office of the Director, be and is hereby appointed a Director of the Company.

11. To consider and, if thought fit, to pass, with or without modification, the following Resolution as an Ordinary Resolution:

  RESOLVED that Mr. M. K. Sharma, in respect of whom the Company has received Notices in writing along with a deposit of Rs.500 for each Notice, from some of its Members proposing him as a candidate for the office of Director under the provisions of Section 257 of the Companies Act, 1956, and who is eligible for appointment to the office of the Director, be and is hereby appointed a Director of the Company.

12. To consider and, if thought fit, to pass, with or without modification, the following Resolution as an Ordinary Resolution:

  RESOLVED that, in partial modification of the Resolution passed by the Members at the Eighth Annual General Meeting held on September 16, 2002, vide Item No.14 of the Notice convening that Meeting, relating to appointment of and payment of remuneration to Ms. Lalita D. Gupte as the Joint Managing Director, the salary range of Ms. Lalita D. Gupte, Joint Managing Director, be revised to Rs.200,000 - Rs.650,000 per month, subject to the approval of Reserve Bank of India, other terms and conditions remaining the same.



1



 
 
 
 

 

13. To consider and, if thought fit, to pass, with or without modification, the following Resolution as a Special Resolution:

  RESOLVED that subject to the provisions of the Companies Act, 1956, Securities Contracts (Regulation) Act, 1956 and the Rules framed thereunder, the Listing Agreements, the Securities and Exchange Board of India (Delisting of Securities) Guidelines – 2003, and all other applicable laws, rules, regulations and guidelines and subject to such approvals, permissions and sanctions as may be necessary and subject to such conditions and modifications as may be prescribed or imposed by the authority while granting such approvals, permissions and sanctions, which may be agreed to by the Board of Directors (hereinafter referred to as ‘the Board’, which term shall be deemed to include any Committee thereof for the time being exercising the powers conferred on the Board), the consent of the Company be and is hereby accorded to the Board to delist the equity shares of the Company from the Calcutta Stock Exchange Association Limited, Delhi Stock Exchange Association Limited and Madras Stock Exchange Limited, as also to delist the equity shares and bonds of the Company from the Vadodara Stock Exchange Limited.

NOTES:

a. The Explanatory Statement pursuant to Section 173(2) of the Companies Act, 1956, in respect of Item Nos. 8 to 13 set out in the Notice is annexed hereto.

b. A MEMBER ENTITLED TO ATTEND AND VOTE IS ENTITLED TO APPOINT A PROXY TO ATTEND AND, ON A POLL, TO VOTE INSTEAD OF HIMSELF. SUCH A PROXY NEED NOT BE A MEMBER OF THE COMPANY. PROXIES, IN ORDER TO BE VALID AND EFFECTIVE, MUST BE DELIVERED AT THE REGISTERED/CORPORATE OFFICE OF THE COMPANY NOT LATER THAN FORTY-EIGHT HOURS BEFORE THE COMMENCEMENT OF THE MEETING.

c. Members holding shares in physical form are requested to immediately notify any change in their address to the Registrar and Transfer Agents of the Company, ICICI Infotech Limited, at Maratha Mandir Annexe, Dr. A.R. Nair Road, Mumbai Central, Mumbai 400 008, quoting their Folio Number(s). Members holding shares in electronic form may update such details with their respective Depository Participants.

d. Members are requested to note that the Company’s shares are under compulsory demat trading for all investors. Members are, therefore, requested to dematerialise their shareholding to avoid inconvenience in future.

e. The Register of Members and the Share Transfer Books of the Company will remain closed from Wednesday, August 6, 2003 to Monday, August 25, 2003 (both days inclusive).

  Dividend on equity shares for the year ended March 31, 2003, if declared at the Meeting, will be paid on and from Tuesday, August 26, 2003:

  (i) to those Members whose names appear on the Register of Members of the Company, at the close of business hours on Monday, August 25, 2003, after giving effect to all valid transfers in physical form lodged with the Company and its Registrar and Transfer Agents on or before Tuesday, August 5, 2003; and

  (ii) in respect of shares held in electronic form, on the basis of beneficial ownership as per the details furnished by National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) at the close of business hours on Tuesday, August 5, 2003.

  In terms of the Securities and Exchange Board of India directives, shares issued by companies should be pari passu in all respects, including dividend entitlement, and hence, the equity shares allotted by the Company during the period April 1, 2003 to August 5, 2003 under the Employee Stock Option Scheme of the Company, will be entitled for full dividend that may be declared for the financial year ended March 31, 2003.

f. In order to avoid fraudulent encashment of dividend warrants, Members are requested to send to the Registrar and Transfer Agents of the Company, ICICI Infotech Limited, at above mentioned address under the signature of the Sole/First Joint holder, the information relating to name and address of the banker, branch, pin code number and particulars of bank account, so that it can be printed on the dividend warrants.

g. Pursuant to the provisions of Section 205A of the Companies Act, 1956, the amount of unclaimed dividend up to the financial year ended March 31, 1995 has been transferred to the General Revenue Account of the Central Government as required by the Companies Unpaid Dividend (Transfer to General Revenue Account of the Central Government) Rules, 1978.

  Consequent upon the amendment of Section 205A of the Companies Act, 1956 and the introduction of Section 205C by the Companies (Amendment) Act, 1999, the amount of dividend remaining unclaimed for a period of seven years from the date of its transfer to the Unpaid Dividend Account of the Company is required to be transferred to the Investor Education and Protection Fund (IEPF) established by the Central Government and thereafter no payments shall be made by the Company or by the IEPF in respect of such amounts.

  Members who have not yet encashed their dividend warrant(s) for the financial year ended March 31, 1996 and subsequent years, are requested to make their claims to the Registrar and Transfer Agents of the Company, ICICI Infotech Limited, without any delay.

h. Members may avail the nomination facility as provided under Section 109A of the Companies Act, 1956.



2



 
 
 
 

   

i. Pursuant to the requirements of the Listing Agreements of Stock Exchanges on Corporate Governance, the information about the Directors proposed to be appointed/re-appointed is given in the Annexure to the Notice.

j. Members desirous of getting any information about the accounts and operations of the Company are requested to write to the Company at least seven days before the date of the Meeting.

k. All documents referred to in the Notice and Explanatory Statement will be available for inspection by the Members at the Registered/Corporate Office of the Company between 10.30 a.m. and 12.30 p.m. on all working days from the date hereof up to the date of the Meeting.

By Order of the Board

JYOTIN MEHTA
General Manager &
Company Secretary

Mumbai, July 25, 2003

Registered Office:

Landmark
Race Course Circle
Vadodara 390 007
Corporate Office:

ICICI Bank Towers
Bandra-Kurla Complex
Mumbai 400 051


3




   Explanatory Statement

   Explanatory Statement under Section 173(2) of the Companies Act, 1956

Item No. 8

N. M. Raiji & Co., and S. R. Batliboi & Co., Chartered Accountants were appointed as statutory auditors of the Company for the year 2002-2003 at the last Annual General Meeting and their term of office ends at the conclusion of this Annual General Meeting. S. R. Batliboi & Co. were appointed statutory auditors of the Company for the first time in fiscal 2003. N. M. Raiji & Co. had been auditors of erstwhile ICICI Limited (‘ICICI’) for several years (with gaps in some years) since 1956. They were the sole auditors of ICICI from 1992 to 1997 and, thereafter, one of the joint auditors till the merger of ICICI with the Company.

Reserve Bank of India (RBI) recommends rotation of statutory auditors for banks and does not permit appointment of the same firm as statutory auditors for a period exceeding four years in succession for a bank. In view of this, on the recommendation of the Audit Committee, the Board of Directors of the Company at its Meeting held on June 27-28, 2003 recommended the appointment of S. R. Batliboi & Co., Chartered Accountants, as the statutory auditors of the Company to hold office from the conclusion of the Annual General Meeting to be held on August 25, 2003 until the conclusion of the next Annual General Meeting, subject to the approval of RBI. As required under the provisions of Section 30 of the Banking Regulation Act, 1949, the approval of RBI has been received vide their letter dated July 4, 2003.

S. R. Batliboi & Co., have forwarded a certificate to the Company stating that their appointment, if made, will be within the limits specified in sub-section (1B) of Section 224 of the Companies Act, 1956. Further, they have confirmed that they are not disqualified to be appointed as auditors under Section 226 of the Companies Act, 1956.

The Resolution at Item No. 8 is a ‘Special Notice’ as required under Sections 190 and 225 of the Companies Act, 1956 for appointment of S. R. Batliboi & Co., Chartered Accountants, as the statutory auditors of the Company. A copy of ‘Special Notice’ has been sent to N. M. Raiji & Co., Chartered Accountants. The Bank has not received any representation from them till date in this regard.

The Directors recommend the appointment of S. R. Batliboi & Co., Chartered Accountants, as the statutory auditors of the Company.

No Director is in any way concerned or interested in the Resolution at Item No. 8 of the Notice.

Item No. 9

The Company has a wide network of branches in various locations in India and is also in the process of establishing its business in various countries abroad, by setting up representative offices and opening of branches. The Company may need to appoint auditors for auditing the accounts of these branches/offices. Pursuant to the provisions of Section 228 of the Companies Act, 1956, it is proposed to delegate the authority to the Board of Directors of the Company to appoint branch auditors in consultation with the statutory auditors, as and when required, to audit the accounts in respect of the Company’s branches/offices in India and abroad and to fix their remuneration, based on the recommendation of the Audit Committee, in addition to reimbursement of all out-of-pocket expenses in connection with the audit.

The Directors recommend the adoption of Resolution at Item No. 9 of the Notice.

No Director is in any way concerned or interested in the Resolution at Item No. 9 of the Notice.

Item No. 10

Mr. P. C. Ghosh, who has been appointed as an additional Director under Section 260 of the Companies Act, 1956 effective January 31, 2003 holds office up to the date of the Ninth Annual General Meeting of the Company as provided under Article 135 of the Articles of Association of the Company but is eligible for appointment. In terms of Section 257 of the Companies Act, 1956, the Company has received Notices in writing along with a deposit of Rs.500 for each Notice, from some of its Members signifying their intention to propose the candidature of Mr. P. C. Ghosh for the office of the Director.

The Directors recommend the appointment of Mr. P. C. Ghosh.

Except Mr. P. C. Ghosh, no Director is in any way concerned or interested in the Resolution at Item No. 10 of the Notice.

Item No. 11

Mr. M. K. Sharma, who has been appointed as an additional Director under Section 260 of the Companies Act, 1956 effective January 31, 2003 holds office up to the date of the Ninth Annual General Meeting of the Company as provided under Article 135 of the Articles of Association of the Company but is eligible for appointment. In terms of Section 257 of the Companies Act, 1956, the Company has received Notices in writing along with a deposit of Rs.500 for each Notice, from some of its Members signifying their intention to propose the candidature of Mr. M. K. Sharma for the office of the Director.

The Directors recommend the appointment of Mr. M. K. Sharma.

Except Mr. M. K. Sharma, no Director is in any way concerned or interested in the Resolution at Item No. 11 of the Notice.



4



 
 
 
 

   

Item No. 12

The appointment of and payment of remuneration to Ms. Lalita D. Gupte,as the Joint Managing Director of the Company, effective May 3, 2002 up to June 23, 2004, was approved by the Members at the Eighth Annual General Meeting held on September 16, 2002. The Members had approved the payment of salary to Ms. Lalita D. Gupte in the range of Rs.200,000 - Rs.400,000 per month. It is necessary to revise the salary range proposed, in order to enable annual increments in the salary with the approval of the Board. In view of this, based on the recommendation of the Board Governance & Remuneration Committee, the Board of Directors, at its Meeting held on July 25, 2003, approved revision of the salary range of Rs.200,000 - Rs.650,000 per month for Ms. Lalita D. Gupte, subject to the approval of the Members and Reserve Bank of India.

This Explanatory Statement may be treated as an abstract under Section 302 of the Companies Act, 1956.

The Directors recommend the adoption of the Resolution at Item No.12 of the Notice.

Except Ms. Lalita D. Gupte, no Director is in any way concerned or interested in the Resolution at Item No.12 of the Notice.

Item No. 13

The equity shares of the Company are listed and traded since September 1997 on six stock exchanges in India, namely, Vadodara Stock Exchange Limited (VSE) (Regional Stock Exchange), The Stock Exchange, Mumbai (BSE), National Stock Exchange of India Limited (NSE), Calcutta Stock Exchange Association Limited (CSE), Delhi Stock Exchange Association Limited (DSE) and Madras Stock Exchange Limited (MSE). ICICI Bank is one of the scrips specified by the Securities and Exchange Board of India for compulsory settlement in dematerialised form since May 31, 1999.

The bonds issued to the public from time to time by ICICI are listed on BSE and NSE. The bonds issued to the public in February and March 2002 by ICICI and the bonds issued by the Company during the fiscal 2003 are listed on BSE, NSE and VSE. There is no trading in the bonds listed on VSE.

A summary of trading volumes of equity shares of the Company on all the six stock exchanges in India during the last four years is given below:

  No. of equity shares traded during
the year ended March 31,

Stock exchanges where listed 2000  2001  2002  2003 

Vadodara Stock Exchange Limited Nil  Nil  Nil  Nil 
The Stock Exchange, Mumbai 53,786,082  40,334,381  38,860,121  169,872,869 
National Stock Exchange of India Limited 42,389,133  45,362,983  57,740,587  124,087,835 
Calcutta Stock Exchange Association Limited 619,010  348,843  622,770  132,563 
Delhi Stock Exchange Association Limited 2,860,793  1,792,592  177,287  Nil 
Madras Stock Exchange Limited 56,000  15,210  23,000  20,000 

Source: Stock exchanges and Bridge Telerate

As may be observed, there was no trading in the shares on VSE; low trading on CSE, DSE and MSE and active trading only on BSE and NSE. With the extensive networking of BSE/NSE, the extension of BSE/NSE terminals to other cities and online trading facility provided by broking companies, investors are able to trade in the equity shares of the Company across the country, even if these are not listed on local stock exchanges.

The Securities and Exchange Board of India (Delisting of Securities) Guidelines - 2003, allow companies to seek voluntary delisting of their securities from all stock exchanges, by giving an exit opportunity to the shareholders. When voluntary delisting is sought only from some of the exchanges, no exit opportunity is required to be given to the shareholders, so long as the securities continue to be listed on a stock exchange having nation wide trading terminals. However, the approval of the Board of Directors and the Members of the Company is required for delisting of equity shares from any stock exchange. There is no compulsion for companies to remain listed on any stock exchange merely because it is a regional stock exchange.

In view of the above, the Board of Directors of the Company has approved the proposal for delisting of the equity shares of the Company from CSE, DSE and MSE, as also to delist the equity shares and bonds of the Company from VSE, subject to the approval of the Members and such other approvals as may be required.

The proposed delisting, if and when it takes place, will not adversely affect the investors as the Company’s equity shares/bonds would continue to be listed and traded on BSE and NSE. Hence, no exit opportunity is required to be given as per Delisting guidelines issued by SEBI. The delisting will take effect after all approvals, permissions and sanctions are received. The exact date on and from which the delisting will take effect would be suitably notified.

The Directors recommend the adoption of the Resolution at Item No. 13 of the Notice.

No Director is in any way concerned or interested in the Resolution at Item No. 13 of the Notice.

By Order of the Board

JYOTIN MEHTA
General Manager &
Company Secretary

Mumbai, July 25, 2003

Registered Office:

Landmark
Race Course Circle
Vadodara 390 007
Corporate Office:

ICICI Bank Towers
Bandra-Kurla Complex
Mumbai 400 051


5




   Annexure

   PURSUANT TO CLAUSE 49 OF THE LISTING AGREEMENT WITH THE STOCK EXCHANGES, FOLLOWING
   INFORMATION IS FURNISHED ABOUT THE DIRECTORS PROPOSED TO BE APPOINTED/RE-APPOINTED

1. Mr. Somesh R. Sathe was first appointed on the Board on January 29, 1998. He holds a Bachelor’s degree in Science – Mechanical Engineering and has specialised knowledge of small scale industries. He is a technocrat entrepreneur.

  Other Directorships Committee Memberships
 
  Name of Company Name of Committee
 
  Arbes Tools Private Limited, Managing Director ICICI Bank Limited
  ESSP Meditek Private Limited, Managing Director Audit Committee
  Sukeshan Equipment Private Limited, Managing Director Agriculture & Small Enterprises Business Committee
    Credit Committee
    Share Transfer & Shareholders’/Investors’ Grievance Committee

2. Mr. Anupam Puri was first appointed on the Board effective May 3, 2002. He holds various degrees, viz., Masters in Philosophy and Masters of Arts in Economics from Oxford University and Bachelor of Arts in Economics from Delhi University. From 1970 to 2000, he worked with McKinsey & Company, a leading management consultancy firm. He worked globally with corporate clients in several industries on strategy and organisational issues, and also served several governments and multilateral institutions on public policy.

  Other Directorships Committee Memberships
 
  Name of Company Name of Committee
 
  Daksha eServices Private Limited Dr. Reddy’s Laboratories Limited
  Dr. Reddy’s Laboratories Limited Nomination Committee, Chairman
  Godrej Consumer Products Limited Audit Committee
  Mahindra British Telecom Limited Godrej Consumer Products Limited
  Mahindra & Mahindra Limited Human Resources Committee, Chairman
    Audit Committee
    Mahindra British Telecom Limited
    Audit Committee
    ICICI Bank Limited
    Business Strategy Committee
    Board Governance & Remuneration Committee

3. Prof. Marti G. Subrahmanyam was first appointed on the Board effective May 3, 2002. He is the Charles E. Merrill Professor of Finance and Economics in the Stern School of Business at New York University. He holds a degree in mechanical engineering from the Indian Institute of Technology, Chennai, a post-graduate diploma in business administration from the Indian Institute of Management, Ahmedabad and a doctorate in finance and economics from the Massachusetts Institute of Technology. He is an expert in the areas of corporate finance, capital markets and international finance.

  Other Directorships Committee Memberships
 
  Name of Company Name of Committee
 
  Infosys Technologies Limited Infosys Technologies Limited
  Mannariah & Sons Private Limited Compensation Committee, Chairman
  Nexgen Financial Holdings Limited Audit Committee
  Nexgen Re Limited Nexgen Financial Holdings Limited
  Nomura Asset Management (U.S.A.) Inc. Research Committee, Chairman
  Supply Chainge Inc. Audit Committee
  Usha Communications Inc. Usha Communications Inc.
    Audit Committee, Chairman
    Compensation Committee
    ICICI Bank Limited
    Risk Committee


6



 
 
 
 

   

4. Ms. Kalpana Morparia was first appointed on the Board effective May 3, 2002. She holds Bachelor’s degrees in Science and Law. She joined erstwhile ICICI Limited (ICICI) in the Legal Department in 1975. She was actively involved with several resource mobilisation initiatives of ICICI which included international offerings of debt and equity such as the issue of a Global Medium Term Note programme, a Global Depository Receipts issue, Yankee Fixed Rate Bonds issue, Euro Convertible Bonds and the American Depositary Receipts issue. Since 1996, she was in-charge of several departments in ICICI including legal, human resources, treasury, corporate communications, planning and strategic support and special projects and was designated Senior General Manager of ICICI in 1998. She was appointed on the Board of ICICI as Executive Director in May 2001. The Board, at its Meeting held on April 26, 2002, appointed Ms. Kalpana Morparia as Executive Director of the Company effective May 3, 2002 upto April 30, 2006, which was approved by the Reserve Bank of India and the Members at their Annual General Meeting (AGM) held on September 16, 2002. Ms. Morparia is responsible for the Corporate Centre which includes the finance, risk, human resources, legal, corporate communications and strategy functions.

  In terms of resolutions passed at the AGM held on September 16, 2002, if Ms. Kalpana Morparia is re-appointed as a Director immediately on retirement by rotation, she shall continue to hold her office of Executive Director and such retirement by rotation and re-appointment as a Director shall not be deemed to constitute a break in her appointment as Executive Director.

  Other Directorships Committee Memberships
 
  Name of Company Name of Committee
 
  ICICI Investment Management Company Limited, Chairperson ICICI Home Finance Company Limited
  ICICI Home Finance Company Limited Management Committee
  ICICI Lombard General Insurance Company Limited ICICI Lombard General Insurance Company Limited
  ICICI Prudential Life Insurance Company Limited Board Governance Committee
  ICICI Securities Limited ICICI Prudential Life Insurance Company Limited
  (formerly ICICI Securities and Finance Company Limited) Audit Committee
  ICICI Venture Funds Management Company Limited ICICI Securities Limited
    Audit Committee
    ICICI Venture Funds Management Company Limited
    Audit Committee
    Remuneration Committee
    ICICI Bank Limited
    Asset Liability Management Committee
    Committee of Directors
    Share Transfer & Shareholders’/Investors’ Grievance Committee

5. Mr. P. C. Ghosh was first appointed on the Board on January 31, 2003. He is the Chairman of General Insurance Corporation of India (GIC) since October 4, 2002. He holds a Bachelor’s degree in Science (Physics) and B.Tech. (Mechanical) from Indian Institute of Technology, Chennai. He joined the insurance industry in 1974 as Insurance Executive in United India Insurance Company Limited and worked in various functional areas such as engineering, techno-marketing, reinsurance, foreign operations and personnel. Between 1992 and 2001, he worked with National Insurance Company Limited and The Oriental Insurance Company Limited. He was the Managing Director of GIC from March 1, 2001 to October 3, 2002. He has also been a speaker in insurance and risk management conferences and seminars.

  Other Directorships Committee Memberships
 
  Name of Company Name of Committee
 
  General Insurance Corporation of India, Chairman General Insurance Corporation of India
  GIC Asset Management Company Limited, Chairman Investment Committee, Chairman
  GIC Housing Finance Limited, Chairman Life Insurance Corporation of India
  Loss Prevention Association of India Limited, Chairman Investment Committee
  India International Insurance Pte. Limited, Chairman Executive Committee
  Deposit Insurance and Credit Guarantee Corporation
  ECE Industries Limited
  Export Credit Guarantee Corporation of India Limited
  Indian Register of Shipping
  Kenindia Assurance Company Limited
  Life Insurance Corporation of India
  Southern Petrochemical Industries Corporation Limited


7



 
 
 
 

 

6. Mr. M. K. Sharma was first appointed on the Board on January 31, 2003. He is currently the Vice-Chairman of Hindustan Lever Limited. He holds Bachelor’s Degree in Arts and Bachelor’s of Law Degree from Canning College University of Lucknow. He has also completed his Post Graduate Diploma in Personnel Management from Department of Business Management, University of Delhi and Diploma in Labour Laws in Indian Law Institute, Delhi. After a six year stint in DCM Limited, he joined Hindustan Lever Limited in 1974 as Legal Manager and worked in various areas including taxation, shares and legal. He was inducted on the Board of Hindustan Lever Limited in August 1995.

  Other Directorships Committee Memberships
 
  Name of Company Name of Committee
 
  Hindustan Lever Limited, Vice-Chairman Hindustan Lever Limited
  Vasishti Detergents Limited, Chairman Investor Grievances Committee
  Hind Lever Chemicals Limited Vasishti Detergents Limited
  Hind Lever Trust Limited Investor Grievances Committee, Chairman
  Indexport Limited Hind Lever Chemicals Limited
  Lever India Exports Limited Audit Committee
  Nepal Lever Limited Remuneration Committee
  TOC Disinfectants Limited Investor Grievances Committee
    ICICI Bank Limited
    Agriculture & Small Enterprises Business Committee

By Order of the Board

JYOTIN MEHTA
General Manager &
Company Secretary

Mumbai, July 25, 2003

Registered Office:

Landmark
Race Course Circle
Vadodara 390 007
Corporate Office:

ICICI Bank Towers
Bandra-Kurla Complex
Mumbai 400 051


8







Our customers are our singular focus.

Our strategies are therefore built around this focus to seek new ways to make banking safer, simpler and smarter.

It is our constant effort to anticipate customer needs and offer value-added propositions to fulfil them. Our multi-channel, technology-driven distribution system enables our customers 24x7 access, country-wide. Our committed team of employees, equipped with world-class technology and financial skills, works to devise new solutions, enhance our responsiveness to customer needs and improve our services. So that we can help to make their lives easier and contribute to some of the important decisions at various stages in their lives.






 

Contents

     
Message from the Chairman 2  
     
Board of Directors 4  
     
Board Committees 5  
     
Senior Management 5  
     
Letter from the Managing Director & CEO 6  
     
Product Portfolio 8  
     
Business Overview 9  
     
Directors' Report 33  
     
Management’s Discussion and Analysis 52  
     
Particulars of Employees under Section 217 (2A) of the Companies Act, 1956 F1  
     
Financials F2  
     
Auditors’ Report F3  
     
Balance Sheet F4  
     
Profit and Loss Account F5  
     
Schedules & Notes F6  
     
Cash Flow Statement F26  
     
Statement Pursuant to Section 212 of the Companies Act, 1956 F27  
     
Consolidated Financial Statements of ICICI Bank Limited and its Subsidiaries F29  
     
Consolidated Financial Statements as per US GAAP F51  

 

Enclosures:

Notice
Attendance Card and Form of Proxy

1






Message from the Chairman

The Indian banking system has seen sweeping changes over the years. During the course of my association with the sector, I have witnessed the nationalisation of the banking system and, after over two decades of virtual government monopoly, the new beginning made in the wake of liberalisation, by allowing private participation in the sector. While nationalisation was aimed at fostering developmental objectives determined by national policy, the primary aim of the liberalisation initiative was to bring in much-needed private capital and entrepreneurial spirit into the banking sector, improving its efficiency and giving an impetus to its growth on the lines seen in developed markets. In the short span of time that they have been in existence, the leading new private sector banks have truly revolutionised banking in India. Their focus on technology and customer convenience has brought about a paradigm shift in the banking business. Indeed, this has now led to a significant change in the orientation of the public sector banks as well, as they too begin to focus on shareholder value creation and customer satisfaction.

We at ICICI Bank have been at the forefront of this change down the years. Our strategic initiatives over the years have led to our position today as the second largest bank in India and a leading

2







provider of banking and other financial services to corporate and retail customers. Our pioneering new approaches to banking and our focus on extending the availability of technology-driven convenience to a large customer base have resulted in rapid business growth. We have achieved leadership positions across diverse businesses, from retail credit to life insurance. We have completed our transformational change from a single product financial services company to a true universal bank. Going forward, the key challenges for the Bank are to maintain its leadership positions in these businesses and expand and deepen its penetration in others. The Bank will also continue to focus on proactively addressing the legacy issue of distressed debt, and operationalise its strategies in this area in coordination with other participants in the financial system.

While we have today built stable businesses that we believe will deliver sustainable value to our stakeholders, there are also many exciting opportunities for further growth. The banking sector has focused primarily on the urban segment, with rural banking being viewed as a regulatory burden. We believe that rural India represents the new frontier in banking, offering a vast, untapped market for integrated technology-driven banking and financial services. These include the whole gamut of financial products ranging from agricultural credit to consumer credit, liability products and insurance. Our strategy in this segment will be built around a deep understanding of rural income and cash flows and financial needs, and use of technology to deliver a high level of service to the rural customer base without the high cost of operations associated with traditional rural banking models.

As the economy grows more resilient and legacy issues are resolved, the Indian banking sector is indeed entering a significant new phase. We believe that ICICI Bank is well-placed to capitalise on emerging opportunities, as it reaches out to new markets in India and the world. We look forward to the future with enthusiasm and hope.

N. VAGHUL

Chairman

3






Board of Directors


N. Vaghul Chairman

   
Uday M. Chitale  

   
P. C. Ghosh  

   
Satish C. Jha  

   
Lakshmi N. Mittal  

   
Anupam Puri  

   
Vinod Rai  

   
Somesh R. Sathe  

   
R. Seshasayee  

   
M.K. Sharma  

   
P. M. Sinha  

   
Marti G. Subrahmanyam  

   
K.V. Kamath Managing Director & CEO

   
Lalita D. Gupte Joint Managing Director

   
Kalpana Morparia Executive Director

   
S. Mukherji Executive Director

   
Chanda D. Kochhar Executive Director

   
Nachiket Mor Executive Director

   

4






Board Committees


AUDIT COMMITTEE

R. Seshasayee, Chairman
Uday M. Chitale
Somesh R. Sathe

 

BUSINESS STRATEGY
COMMITTEE

N. Vaghul, Chairman
Anupam Puri
R.Seshasayee
P. M. Sinha
K.V. Kamath

 

SHARE TRANSFER &
SHAREHOLDERS’/
INVESTORS’ GRIEVANCE COMMITTEE

Uday M. Chitale, Chairman
Somesh R. Sathe
Kalpana Morparia
Chanda D. Kochhar (from 01-06-2003)

         

AGRICULTURE & SMALL
ENTERPRISES
BUSINESS
COMMITTEE

N. Vaghul, Chairman
Satish C. Jha
Somesh R. Sathe
P. M. Sinha
M. K. Sharma

 

CREDIT COMMITTEE

N. Vaghul, Chairman
Satish C. Jha
Somesh R. Sathe
K.V. Kamath

 

COMMITTEE OF DIRECTORS

K.V. Kamath, Chairman
Lalita D. Gupte
Kalpana Morparia
S. Mukherji
Chanda D. Kochhar
Nachiket Mor

         

BOARD GOVERNANCE &
REMUNERATION COMMITTEE

N. Vaghul, Chairman
Anupam Puri
R. Seshasayee
P. M. Sinha

 

RISK COMMITTEE

N. Vaghul, Chairman
Uday M. Chitale
Marti G. Subrahmanyam
K.V. Kamath

 

ASSET LIABILITY
MANAGEMENT COMMITTEE

Lalita D. Gupte, Chairperson
Kalpana Morparia
S. Mukherji
Chanda D. Kochhar
Nachiket Mor

         
         
Senior Management

         
SENIOR GENERAL
MANAGERS
       
         

Achintya Karati
Balaji Swaminathan
Bhargav Dasgupta
M. N. Gopinath
Madhabi Puri Buch

  N. S. Kannan
P. H. Ravikumar
Sanjiv Kerkar
V. Vaidyanathan
   
         
         

Jyotin Mehta,

General Manager & Company Secretary

   

5






Dear Stakeholders

Fiscal 2003 was a historic year for us, being our first year of operations as an integrated entity following the merger of ICICI with ICICI Bank. The year commenced with certain challenges – of effecting the transition quickly and efficiently; and of leveraging the new business model to achieve leadership in the focus areas that we had identified for ourselves.

It gives us considerable satisfaction that we have successfully met these challenges, and indeed, even exceeded our expectations in certain areas. We had already complied with the regulatory requirements for the merger in fiscal 2002 itself; on receiving regulatory approvals in early fiscal 2003, we were able to seamlessly combine the merging entities into one single operating structure. We had identified retail credit as a key area of opportunity, since the fundamentals of the Indian economy provide the basis for sustainable growth in this segment. In fiscal 2003, we rapidly strengthened our position in the retail credit market, with continuing innovations in product design, marketing and distribution. We expanded our presence to new locations and increased the depth of our penetration in existing markets. We swiftly moved ahead of the competition, emerging as the market leader in retail credit in India. We leveraged our technology-driven distribution network to grow our deposit base by fifty per cent, about four times the rate of growth in the banking system as a whole. This

6






enabled us to replace a large part of our legacy high cost borrowings. These achievements resulted in a fundamental and dramatic shift in the composition of our balance sheet, bringing about greater diversity and stability in both our asset mix and our funding profile.

Fiscal 2003 saw several other milestones for ICICI Bank. We continued to focus on optimal utilisation of our retail distribution and servicing capabilities to offer enhanced customer convenience and a wide range of in-house and third party products. We commenced our international foray in key target geographies. This initiative, which already contributes significantly to our deposit base, should gather momentum in the coming years as we obtain regulatory approvals and expand our operations. We centralised and re-engineered our corporate banking services, leveraging technology to create a platform capable of delivering customised, high quality solutions to our clients. Our insurance subsidiaries achieved leadership in their areas of business, with the general insurance subsidiary breaking even in its first full year of operations.

The year saw landmark legislative and regulatory initiatives to facilitate asset resolution in the Indian banking system. We were proactive in implementing strategies to benefit from these initiatives, resulting in significant progress in restructuring and recoveries. We also successfully placed a 16% stake in ICICI Bank, held by ICICI prior to the merger, with strategic and institutional investors. We became the only Indian company to have an investment grade international credit rating, one notch higher than the sovereign ceiling, when Moody’s upgraded our long-term foreign currency debt rating.

We have now created a platform that gives us the capability to capitalise on opportunities in all segments of our business, both retail and wholesale. Our strategic intent is to sharpen our focus on key areas with a view to maximise value. With the continued support and participation of all our stakeholders – investors, customers, employees – we aim to consolidate our position as India’s leading financial services provider.

7






Product Portfolio

CORPORATE BANKING       RETAIL BANKING
             
  Corporate Solutions   Home Loans  
             
  Government Solutions   Car & Two Wheeler Loans  
             
  Capital Market Services  

Consumer/Personal Loans

 
             
  Agriculture Finance   Savings & Term Deposits  
             
  Structured Finance   Salary Accounts  
             
  Project Finance   Roaming Current Accounts  
             
  Infrastructure Finance   Investment Products  
             
  Term Loans   Private Banking  
             
  Working Capital Finance   NRI Services  
             
Cash Management Services   Demat Services
         
Trade Finance Services   Credit & Debit Cards
         
International Banking   Smart Cards
         
Treasury Services   Bill Payment Services
         
Corporate Internet Banking   E-Cheques
         
Corporate Advisory   Branches
         
  Custodial Services   ATMs  
             
  Professional Clearing Membership Services   Internet Banking  
        Phone Banking  





Business Overview

ECONOMIC OVERVIEW

The Indian economy recorded satisfactory performance in fiscal 2003, despite negative factors such as the below-normal monsoon, subdued global economic activity and trade and uncertainties over the situation in West Asia. The overall GDP growth was estimated at 4.4% according to the Central Statistical Organisation (CSO). The low growth in agriculture consequent to the below-normal monsoon was offset by a robust performance by the industrial and services sectors, which are estimated to have grown by 6.1% and 7.1% respectively in fiscal 2003. Industrial recovery was primarily driven by the manufacturing sector, especially textiles, steel, cement, transport equipment and consumer non-durables. Domestic demand for basic goods like steel and cement was supported by highway construction activity and the housing sector.
 
The non-agricultural recovery was accompanied by continued macroeconomic stability, moderate inflation, orderly currency market conditions and comfortable foreign exchange reserves. Exports in dollar terms rose by 17.9% and exceeded US $ 50 billion. The current account recorded a surplus for the second consecutive year. The growth in exports was achieved despite the subdued global economic situation, primarily on account of prudent exchange rate management and the increasing importance of new markets. The growth in merchandise and services exports, leading to healthy current account inflows, was partially responsible for the rapid increase in the foreign exchange reserves, which at the end of fiscal 2003 stood at US $ 75.4 billion. Non-debt capital inflows also contributed significantly to the increase in foreign exchange reserves. The Indian rupee remained stable vis-à-vis the US dollar over the year.
   
The average annual rate of inflation in terms of the Wholesale Price Index (WPI) was 5.8% at the end of March 2003. Comfortable foreign exchange reserves and buffer food stocks ensured that the deficient monsoon did not adversely impact inflationary trends during the year. The interest rate regime continued to remain soft during fiscal 2003. The mid-term review of the monetary and credit policy by Reserve Bank of India (RBI) in October 2002 had announced a reduction in the bank rate by 25 basis points to 6.25%, the lowest since 1973. The Union Budget for fiscal 2004 maintained the low interest rate environment by reducing rates on small savings schemes by 100 basis points. Subsequently, RBI also reduced the savings deposit rate and repo rate by 50 basis points. RBI’s monetary and credit policy in April 2003 further reduced the bank rate by 25 basis points to 6.0% and the Cash Reserve Ratio (CRR) to 4.50%.  

9






LIFE ON THE GO

“I got the easiest accessibility with the ICICI Bank ATM network.
I can now access my account anywhere and anytime.
This makes things so much more convenient and easy.”

 

 

 24x7 convenience through India’s largest network of around 1700 ATMs • More than 50% of transactions through ATMs •






Business Overview


Despite the fact that it was a subdued year for equity capital markets, the National Stock Exchange (NSE) and the Stock Exchange, Mumbai (BSE) ranked third and sixth respectively in the world with respect to number of transactions. The year also witnessed important structural changes in the capital markets. The equity markets have now absorbed a new market design, with rolling settlement and equity derivatives trading. The Unit Trust of India (UTI) Act was repealed to restructure UTI into UTI-1 and UTI-2. The Union Budget for fiscal 2004 has provided a favourable tax regime for equity capital markets. The Union Budget has also proposed a separation of ownership and management of stock exchanges. In January 2003, Government bonds started trading on the exchanges.
 
The Indian economy has displayed considerable strength and resilience, and the prospects for sustained growth are favourable.
 
FINANCIAL SECTOR OVERVIEW
 
The process of financial sector reforms that began a decade ago received further momentum in fiscal 2003. The reforms were aimed at improving the asset resolution and recovery environment, strengthening the regulatory mechanism and increasing operational efficiency. The enactment of the Securitisation and Reconstruction of Financial Assets and Enforcement of Security Interest (SARFAESI) Act significantly strengthened the ability of lenders to enforce their security for recovery of dues from borrowers. The Act also created an enabling legal framework for asset reconstruction companies and for securitisation in general. ICICI Bank and other banks and institutions have taken the initiative to incorporate Asset Reconstruction Company (India) Limited (ARCIL) in order to give impetus to the resolution of distressed assets in the Indian financial system.
   
As a step towards strengthening the supervisory mechanism, RBI is undertaking risk-based supervision of banks on a pilot basis. RBI is also examining the impact of the new Basel capital accord on the Indian banking system. The Union Budget has raised the Foreign Direct Investment (FDI) limit in private sector banks to 74.0%. This would facilitate the setting up of subsidiaries by foreign banks as well as foreign investment in private sector banks.  
   
In the securities market, the emphasis during the year was on strengthening the regulatory framework and undertaking structural reforms that seek to foster liquidity and market efficiency. Furthermore, with a view to investigate frauds in the stock market it was decided to set up a Securities Fraud Office (SFO) with a multidisciplinary team of experts, in the Department of Company Affairs. The year also saw the grant of approval to an  

11






LIFE AT HOME

“I got the best deal with ICICI Bank Home Loans. We could buy our dream
home right from where we were. With ICICI Bank’s doorstep service,
easy instalment options and fast execution, our dream is now a reality. ”

 

 

• Doorstep service and innovative deals from India’s leading home loan provider for 2002-2003 • More than 2.4 lacs houses financed in the year •






Business Overview


ICICI Bank-led consortium for the setting up of a multi-commodity exchange for trading in various commodities.
 
ORGANIZATION STRUCTURE
 
ICICI Bank’s organizational structure is designed to support its business goals, and is flexible while at the same time seeking to ensure effective control and supervision and consistency in standards across business groups. The organization structure is divided into five principal groups – Retail Banking, Wholesale Banking, Project Finance & Special Assets Management, International Business and Corporate Centre.
 
The Retail Banking Group comprises ICICI Bank’s retail assets business including various retail credit products, retail liabilities (including our own deposit accounts and services as well as distribution of third party liability products), and credit products and banking services for the small enterprises segment.
 
The Wholesale Banking Group comprises ICICI Bank’s corporate banking business including credit products and banking services, with dedicated groups for corporate clients, Government sector clients, financial institutions and rural and micro-banking and agri-business. Structured finance, credit portfolio management and proprietary trading also form part of this group.
   
The Project Finance Group comprises our project finance operations for infrastructure, oil & gas and manufacturing sectors. The Special Assets Management Group is responsible for large non-performing and restructured loans.  
   
The International Business Group is responsible for ICICI Bank’s international operations, including its entry into various geographies as well as products and services for non-resident Indians (NRIs).  
   
The Corporate Centre comprises all shared services and corporate functions, including finance and balance sheet management, secretarial, investor relations, risk management, legal, human resources and corporate branding and communications.  
   
BUSINESS REVIEW  
   
During fiscal 2003, ICICI Bank successfully continued the process of diversifying its asset base and building a de-risked portfolio. Our ability to develop customized solutions, our speed of execution and our successful leveraging of technology have helped us develop innovative financial solutions for our customers in diverse areas such as the retail segment, agri-business and the corporate sector.  

 

13






LIFE ON THE FAST TRACK

     “I got the best deal with ICICI Bank Auto Loans.
Thanks to the simple documentation and formalities,
easy instalments and friendly service, I am in top gear today!”

 

 

 Reaching out to customers in more than 400 cities across India • Largest financer of auto loans with more than 30% market share • More than 1.2 lac cars financed in 2002-2003 •






Business Overview


Retail Banking
 
Retail banking is a key element of our growth strategy. With upward migration of household income levels, increasing affordability of retail finance and acceptance of use of credit to finance purchases, retail credit has emerged as a rapidly growing opportunity for banks that have the necessary skills and infrastructure to succeed in this business. ICICI Bank has capitalized on the growing retail opportunity in India and has emerged as a market leader in retail credit. The key dimensions of our retail strategy are innovative products, parity pricing, customer convenience, strong processes and customer focus. Cross-selling of the entire range of credit and investment products and banking services to our customers is a critical aspect of our retail strategy.
 
ICICI Bank offers a wide range of retail credit products. We have expanded the market significantly over the last few years by taking organized retail credit to a large number of high-potential markets in India, by penetrating deeper into existing markets and by offering customized solutions to meet the varying credit needs of the Indian consumer. ICICI Bank is one of the leading providers of mortgage loans, two-wheeler loans, commercial vehicle loans and personal unsecured loans, and continues to maintain leadership in automobile finance. ICICI Bank’s total retail disbursements in fiscal 2003 were approximately Rs. 200 billion. Retail credit constituted 18% of ICICI Bank’s balance sheet at March 31, 2003, compared to only 6% at March 31, 2002. Cross-selling has emerged as one of the significant drivers of retail credit growth. In fiscal 2003, cross-selling accounted for about 20% of mortgage loans and auto loans and about 25% of credit cards issued.
 
In May 2003, ICICI Bank acquired the entire paid-up capital of Transamerica Apple Distribution Finance Private Limited (TADFL), which has now been renamed as ICICI Distribution Finance Private Limited (IDFL). IDFL is primarily engaged in providing distribution financing in the two-wheeler segment. The acquisition is expected to supplement the Bank’s retail franchise, especially in the two-wheeler segment.
   
During fiscal 2003, we continued our focus on retail deposits. This has reduced our funding cost and has enabled us to create a stable funding base, with over 4.7 million deposit customers. Following a life stage segmentation strategy, ICICI Bank offers differentiated liability products to various categories of customers depending on their age group (Young Star Accounts for children below the age of 18 years, Student Banking Services for students,  

15






 

LIFE - ANYTIME, ANYWHERE

“I got the most convenient facility with the ICICI Bank branches and
e-lobbies
. In addition, I have access through phone and the internet also.
I can now open an account, pay my bills, withdraw money, carry out on-line broking, etc. from anywhere and at anytime.”

 

 

• Pioneering technology initiatives for customer convenience • More than 3 million Internet Banking customers • Among the leading Internet banks in the world •






Business Overview

Salary Accounts for salaried employees, Roaming Current Accounts for businessmen, Private Banking for high networth individuals and Senior Citizens Accounts for individuals above the age of 60 years). ICICI Bank has further microsegmented various categories of customers in order to offer products catering to specific needs of each customer segment, like Defence Banking Services for defence personnel. This strategy has contributed significantly to the rapid growth in the retail liability base. ICICI Bank is also the largest incremental issuer of cards (including both debit and credit cards) in India. At March 31, 2003, ICICI Bank had issued over 3.4 million debit cards and 1.0 million credit cards.

Our multi-channel distribution strategy provides our customers 24x7 access to banking services. This distribution strategy not only offers enhanced convenience and mobility to the customer but also supports our customer acquisition and channel migration efforts. During the year, we have further expanded our electronic channels and migrated large volumes of customer transactions to these channels. Now, about 70% of customer induced transactions take place through electronic channels. During fiscal 2003, the Bank significantly strengthened its ATM network, taking the total number of ICICI Bank ATMs to 1,675. ICICI Bank has also pioneered the concept of mobile ATMs to reach out to remote/rural areas. Other facilities offered through our multilingual screen ATMs include bill payments and prepaid mobile card recharge facility. ICICI Bank has about 3.4 million customers with Internet banking access, who can undertake all their banking transactions (other than physical cash transactions) on the Internet). ICICI Bank’s Internet banking customers can also pay their bills for more than 45 billers and shop on 85 online shopping portals. ICICI Bank considers phonebanking to be a key channel of service delivery and cross-sell. ICICI Bank’s 1,750-seat call centre, the largest domestic call centre in India, can now be accessed by customers in over 355 cities across the country. The call centre handles more than 2.5 million customer contacts per month. The call centre services all retail customers across the ICICI group. The call centre uses state-of-the-art voice-over-Internet-protocol technology and cutting-edge desktop applications to provide a single view of the customer’s relationship with us. ICICI Bank’s mobile banking services provide the latest information on account balances, previous transactions, credit card outstanding and payment status and allow customers to request a cheque book or account statement. ICICI Bank has now extended its mobile banking services to all cellular service providers across the country and NRI customers in the United States, United Kingdom, Middle-East and Singapore.

With the foundation of a strong multi-channel distribution network, we have successfully developed a robust model for distribution of third party products like mutual funds,

17






LIFE AT WORK

“My company found the most convenient solution in
     ICICI Bank Cash Management Services. Right from
all India collections and multi-city payments to customized MIS and ERP
integration, the Bank takes care of everything.”

 

 

 Services availed by over 500 top corporates of India • Coverage of over 3,800 locations • Turnover of more than Rs. 1.7 trillion in 2002-2003 •






Business Overview


Reserve Bank of India (RBI) relief bonds, and insurance products, with market leadership in these areas. This model also allows us to meet all customer needs by offering the customer the complete basket of financial products, while leveraging our distribution capability to earn fee income from third parties. ICICIdirect (www.icicidirect.com) is the market leader in Internet-based share trading, with complete end-to-end integration for seamless electronic trading on stock exchanges. ICICIdirect has a rating of “TxA1” from CRISIL, indicating highest ability to service broking transactions. During the year, ICICIdirect launched online trading in the derivatives segment of the NSE.
 
Corporate Banking
 
ICICI Bank seeks to provide innovative financial solutions to its corporate clients, tailored to meet their requirements, while diversifying its revenue streams and generating adequate return on risk capital through risk-based pricing models and proactive portfolio management.
 
Our focus in fiscal 2003 was on technology-driven enhancement of delivery capabilities to offer improved service levels to clients. We set up centralized processing facilities for back-office operations where technology is leveraged to benefit from economies of scale arising out of large transaction volumes. During the year we continued to expand the scope of our web-based services. ICICI Bank provides corporate Internet banking services through ICICIebusiness.com, a single point web-based interface for all our corporate products. The portal enables clients to conduct their banking business with ICICI Bank through the Internet in a secure environment. ICICI Bank offers online foreign exchange and debt securities trading services. A dedicated Product & Technology Group develops and manages back-office processing and delivery systems.
 
Dedicated relationship groups for corporate clients and the Government sector focused on expanding the range and depth of our relationships in these sectors. In the corporate segment, we focused on leveraging our relationships to expand the range of products and services to channel finance, transaction banking and non-fund based products. ICICI Bank has strong relationships with several large public sector companies and state governments and we are leveraging these relationships to expand the range of transaction banking services. ICICI Bank has already been empanelled for collection of sales tax in eight states.  
   
We continued to focus on corporate lending transactions including working capital finance to highly rated corporates, structured transactions and channel financing. We also focused on leveraging our skills in originating and structuring transactions as well as on our ability to  

19






 

LIFE IN THE MARKETS

“My company was able to effectively achieve its risk management objectives,
thanks to ICICI Bank’s Treasury services. Their team of skilled treasury
professionals offered us comprehensive, customized treasury solutions
at the finest prices.”

 

 

 Research backed advisory support • Flawless execution • Continuous market making •






Business Overview

take large exposures to adopt an originate-and-sell-down strategy. This not only increased the risk-adjusted return on the capital employed but also enabled us to offer a comprehensive solution to our corporate clients. ICICI Bank’s dedicated Structured Finance, Credit & Markets Group, with expertise in financial structuring and related legal, accounting and tax issues, actively supports the business groups in designing financial products and solutions. This Group is also responsible for managing the asset portfolio by structuring portfolio buyouts and sell-downs with a view to increase the risk-adjusted return on the capital.

During fiscal 2003, ICICI Bank focused on the agri-financing segment and developed several innovative structures for agri-business, including dairy farming, farmer financing and warehouse-receipt-based financing. We achieved robust growth in this segment and are working with state governments and agri-based corporates to evolve viable and sustainable systems for financing agriculture. We have also integrated our rural banking, micro-finance and agri-financing activity to offer integrated banking services in rural areas.

Treasury

The principal responsibilities of the Treasury included management of liquidity and exposure to market risks, mobilization of resources from domestic institutions and banks and international multilateral and bilateral institutions and banks, and proprietary trading. Further, the Treasury leveraged its strong relationships with financial sector players to provide a wide range of banking services in addition to its liability products.

In fiscal 2003, the balance sheet management function within Treasury managed interest-rate sensitivity by actively using rupee-interest-rate swaps as well as by adjusting the duration of the Government securities portfolio held for compliance with Statutory Liquidity Reserve (SLR) norms. Further, efforts were undertaken to make the banking-book-interest-rate positions more liquid by selling illiquid loans and substituting them with marketable securities.

The focus of trading operations was active, broad-based market-making in key markets including corporate bonds, Government securities, interest-rate swap and foreign exchange markets. A focus area in fiscal 2003 was the delivery of market solutions to corporate clients in various areas such as foreign exchange, fixed income and swaps. There was a significant increase in both the volumes and profits from foreign exchange transactions, swaps and loan syndication. As one of the largest players in the corporate debt market, we offered two-way quotes for many corporate debt papers, thereby increasing the liquidity and depth of the market.

21






 

LIFE IN THE VILLAGES

“I got the most effective support system from
ICICI Bank Agri Services. The Bank not only offers loans but also helps me
get the right inputs and finds me buyers for my produce.”

 

 

 More than Rs. 2000 crores of loans to the agri-sector • Loan assistance to more than 50,000 farmers in 2002-2003 • Transforming the face & dynamics of agri-business finance in India •






Business Overview

Effective fiscal 2004, we have restructured our treasury operations to separate the balance sheet management function (which now forms part of the Finance Group), the corporate markets business (which has been integrated into the Structured Finance, Credit & Markets Group) and the proprietary trading activity (which is now housed in a separate Proprietary Trading Group).

Project Finance and Special Assets

Our project finance activities include financing new projects as well as capacity additions in the manufacturing sector and structured finance to the infrastructure sector and oil, gas and petrochemical sectors. Our project finance business is focused on structuring and syndication of financing for large projects by leveraging our expertise in project financing, and churning our project finance portfolio to prevent portfolio concentration and to manage portfolio risk. We view our role not only as providers of project finance but also as arrangers and facilitators, creating appropriate financing structures that may serve as financing and investment vehicles for a wider range of market participants.

Infrastructure Sector

In the infrastructure sector, growth is largely determined by the policy guidelines, regulatory framework, long-term sectoral viability and the reforms agenda. The telecommunications industry has been witnessing rapid growth over the last couple of years, driven primarily by the mobile telephony segment. The road sector has also witnessed significant activity, particularly on account of the highway projects of National Highway Authority of India (NHAI) which, along with large state-level projects, are expected to drive growth in the coming years as well. Going forward, we expect the airports, ports and urban infrastructure sectors, to provide significant business opportunities. In the airport sector, there are currently two green-field international airports proposed in Hyderabad and Bangalore, and ICICI Bank is playing a key role in both projects. With the corporatization of major ports, emergence of active minor ports and increasing containerization of cargo, there are promising business prospects in the port sector, especially in the area of private terminal infrastructure. We also expect investment activity in urban infrastructure in the medium term, as much-needed reforms are being initiated by the Central and various state Governments. The power sector is expected to benefit from the implementation of comprehensive reforms, driven by the recent enactment of the Electricity Act, leading to business opportunities in distribution and in select generation projects, especially hydro-based projects. ICICI Bank will focus on leveraging its origination capabilities to structure and syndicate project financing.

23






Manufacturing Sector

Fiscal 2003 saw the overall investment climate in the country turning positive, with the Index of Industrial Production (IIP) recording a turnaround from the decline witnessed in the preceding two years. The manufacturing sector, accounting for a significant proportion of the IIP, recorded an improved performance in fiscal 2003, with growth in both capital goods production and consumer goods production. The buoyancy in the economy observed during fiscal 2003 resulted in a number of projects taking off in the manufacturing and core sector, particularly in the metals, transport equipment and food products segments.

Our focus in the manufacturing sector is on projects sponsored by entities that have proven ability to commit the required financial resources and implement projects successfully within planned time-frames. We also continue to implement tighter security measures, such as security interests in project contracts and escrow accounts to capture cash flows. We believe that there is significant scope for consolidation in several segments in the manufacturing sector, which presents opportunities for structuring and syndicating acquisition financing.

Special Assets Management

The Special Asset Management Group (SAMG) was formed in fiscal 1998 to build in-house specialised skills in restructuring/recovery activities, restructuring viable projects and seeking early exits from unviable projects. During fiscal 2003, the operationalization of RBI’s Corporate Debt Restructuring (CDR) forum, the enactment of the SARFAESI Act and the improvement in performance of key industrial sectors created a positive environment for asset resolution.

International Business

International business has been identified as a key growth driver for ICICI Bank. We believe that the development of a strong international presence would enable us to diversify risks across geographies, support the cross-border needs of our customers, accelerate growth and profitability and build domestic capabilities to match international standards. The initial international strategy is based on leveraging our India linkages – be it catering to the varied financial requirements of Non-resident Indians (NRIs), cross-border financing and trade requirements of Indian corporates or India-related business requirements of multinational corporations and banks.

24






Business Overview

The focus of our international operations in fiscal 2003 was on capturing a significant share of NRI business and India-related trade finance volumes, developing strong correspondent banking relationships with international banks and setting up overseas operations in identified countries. The past year witnessed significant initiatives and successes in NRI services led by a strategy of innovative products, technology-enabled delivery and superior customer service. These initiatives resulted in a significant increase in NRI deposits in fiscal 2003.

Remittances recorded significant growth in fiscal 2003, driven mainly by online remittances from the US, UK, Europe, Canada and Singapore. The growth was further enabled by an expansion and deepening of correspondent relationships across the globe. During the year, ICICI Bank launched e-transfer, an online remittance product targeted at NRIs in the US. Customer service was further improved by offering multiple service channels to customers such as international toll-free service lines (in Canada, USA and UK), chat servicing and a dedicated NRI e-mail handling centre.

We have also made considerable progress during fiscal 2003 in establishing our overseas operations. ICICI Bank currently has representative offices in London and New York. The Bank has obtained regulatory approvals from RBI to upgrade its representative office in London to a subsidiary and to establish a presence in Canada, China, Singapore and the United Arab Emirates. Local country regulatory approvals have also been received for a branch in Singapore, a representative office in China and a subsidiary in the United Kingdom. Approvals from other local country regulators are awaited.

CREDIT RATING

During the year, Moody’s Investor Service upgraded ICICI Bank’s senior and subordinated long-term foreign currency debt rating to Baa3 from Ba1, making ICICI Bank the only Indian company with an investment-grade international credit rating. This is also one notch higher than the sovereign rating for India. ICICI Bank’s credit ratings as per various credit rating agencies are given below:

Agency Rating
   
Moody’s Investor Service (Moody’s) Baa3
Standard & Poor’s (S&P) BB
Credit Analysis & Research Limited (CARE) CARE AAA
Investment Information and Credit Rating Agency (ICRA) LAAA

25






RISK MANAGEMENT

Risk is an integral part of the banking business and ICICI Bank aims at the delivery of superior shareholder value by achieving an appropriate trade-off between risk and returns. ICICI Bank is exposed to various risks, including 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 policies and procedures established for this purpose are continuously benchmarked with international best practices. The risk management function at ICICI Bank is supported by a comprehensive range of quantitative and modelling tools developed by a dedicated risk analytics team.

The Risk, Compliance & Audit Group (RCAG) is responsible for assessment, management and mitigation of risk in ICICI Bank. This group, forming a part of the Corporate Centre, is completely independent of all business operations and is accountable to the Risk and Audit Committees of the Board of Directors. RCAG is organized into six sub-groups: Credit Risk Management Group, Market Risk Group, Credit Policies Group, Internal Audit Group, Retail Risk Group and Risk Analytics Group.

Credit Risk

Credit risk is the risk that a borrower is unable to meet its financial obligations to the lender. ICICI Bank measures, monitors and manages credit risk for each borrower and also at the portfolio level. ICICI Bank has a standardized credit approval process, which includes a well-established procedure of comprehensive credit appraisal and rating. ICICI Bank has developed internal credit rating methodologies for rating obligors as well as for products/ facilities. 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 sanction as well as post-sanction credit processes. Credit rating, as a concept, has been well internalised within the Bank. The rating for every borrower is reviewed at least annually and for higher risk credits and large exposures at shorter intervals. Sector knowledge has been institutionalized across ICICI Bank through the availability of sector-specific information on the Intranet. Industry knowledge is constantly updated through field visits, interactions with clients, regulatory bodies and industry experts. In respect of the retail credit business, ICICI Bank has a system of centralized approval of all products and policies and monitoring of the retail portfolio. We continuously refine our retail credit parameters based on portfolio analytics.

26






Business Overview

Market Risk

Market risk is the risk of loss resulting from changes in interest rates, foreign currency exchange rates, equity prices and commodity prices. ICICI Bank’s exposure to market risk is a function of its trading and asset and liability management activities and its role as a financial intermediary in customer-related transactions. The objective of market risk management is to minimize the impact of losses due to market risks on earnings and equity capital.

Market risk policies include Asset-Liability Management (ALM) policies and policies for the trading portfolio. ALM policies are approved by the Asset-Liability Management Committee (ALCO) of the Board of Directors. ALCO’s role encompasses stipulating liquidity and interest-rate risk limits, monitoring risk levels by adherence to set limits, articulating the organization’s interest rate view and determining business strategy in the light of the current and expected business environment. These sets of policies and processes are articulated in the ALM policy. A separate set of policies for the trading portfolio address issues related to investments in various trading products and are approved by the Committee of Directors (COD) of the Board. RCAG exercises independent control over the process of market-risk management and recommends changes in processes and methodologies for measuring market risk.

Middle Office Group

ICICI Bank has a separate Middle Office Group to monitor both credit and treasury-related compliance. The Credit Middle Office Group monitors compliance with policies and terms of sanction of credit proposals.

The Treasury Middle Office Group monitors the asset-liability position under the supervision of the ALCO. It also monitors treasury activities, including determining compliance with various exposure and dealing limits, verifying the appropriateness and accuracy of various transactions, processing these transactions, tracking the daily funds position and all treasury-related management and regulatory reporting.

Interest-rate risk is measured through the use of re-pricing gap analysis and duration analysis. Liquidity risk is measured through gap analysis. ICICI Bank ensures adequate liquidity at all times through systematic funds planning and maintenance of liquid investments as well as by focusing on more stable funding sources such as retail deposits. ICICI Bank mitigates its exposure to exchange-rate risk by stipulating daily stop-loss limits and position limits.

27






Operational Risk

Operational risk can result from a variety of factors, including failure to obtain proper internal authorizations, improperly documented transactions, failure of operational and information security procedures, computer systems and software or equipment, fraud, inadequate training and employee errors. We attempt to mitigate operational risk by maintaining a comprehensive system of internal controls, establishing systems and procedures to monitor transactions, maintaining key back-up procedures and undertaking regular contingency planning. The Middle Office Group monitors adherence to credit procedures. The Internal Audit Group undertakes a comprehensive audit of all business groups and other functions, in accordance with a risk-based audit plan. This plan allocates audit resources based on an assessment of the operational risks in the various businesses. ICICI Bank has been a pioneer in the implementation of a risk-based audit methodology in the Indian banking sector. The Internal Audit Group conceptualizes and implements improved systems of internal controls to minimize operational risk.

INFORMATION TECHNOLOGY

The rapidly evolving banking needs of customers in India have led to an increased focus on information-technology-dependent products and solutions with a view to better serve the consumer. ICICI Bank has identified technology as a key driver of its growth strategy and continues to leverage information technology as a strategic tool for its business operations to gain competitive advantage by offering customer convenience and improved service as well as improving productivity and efficiency.

ICICI Bank’s technology strategy emphasises enhanced levels of customer services through 24x7 availability, multi-channel banking, straight-through processing, cost efficiency through optimal use of technology-driven channels, wider and focused market reach and opportunities for cross-selling. ICICI Bank also uses technology as a tool to help it understand the customer better, so that it can customize products and services to suit customer needs. The Technology Management Group (TMG) is the focal point for ICICI Bank’s technology strategy and group-wide technology initiatives. This group reports directly to the Managing Director & CEO.

ICICI Bank is focusing on the integration of its various product and channel systems by effective use of technology. The Bank has implemented an Enterprise Application Integration (EAI)

28






Business Overview

initiative across its retail and wholesale banking business units, linking various product and delivery systems across the two groups. This initiative underpins ICICI Bank’s multi-channel customer service strategy and seeks to deliver customer-related information consistently across various access points.

In line with our commitment to offer its customers a seamless banking experience, we installed our Customer Relationship Management (CRM) software at various customer access points in fiscal 2003. The CRM software solution allows various channels to service customer needs at all touch points, and across all products. The solution has been deployed across the phone banking channel as well as a large number of branches. The solution gives a comprehensive view of the customer at the access point, enhancing understanding of customers and their needs. It optimizes processes and functions related to the customer, to enhance the efficiency and effectiveness of customer servicing. The solution also ensures that every customer request or complaint is tracked till its completion and escalated if standard turnaround times are exceeded.

HUMAN RESOURCES

In fiscal 2003, ICICI Bank continued its commitment to acquiring, developing and enhancing its human resource potential. ICICI Bank views its human capital as a key source of competitive advantage. Consequently, the development and management of human capital is an essential element of our strategy and a key management activity.

Human resources management in fiscal 2003 focused on the continuous improvement of recruitment, training and performance management processes. While ICICI Bank is India’s second-largest bank, it had just over 10,600 employees at March 31, 2003, demonstrating our unique technology-driven, productivity-focused business model.

ICICI Bank continues to be a preferred employer at leading business schools and higher education institutions across the country, offering a wide range of career opportunities across the entire spectrum of financial services. Robust ability-testing and competency-profiling tools are being used to strengthen the campus recruitment process and match the profiles of employees to the needs of the organization. In addition to campus recruitment, ICICI Bank also undertakes lateral recruitment to bring new skills, competencies and experience into the organization and meet the requirements of rapidly growing businesses. ICICI Bank also encourages cross-functional movement, enriching employees’ knowledge

29






and experience and giving them a holistic view of the organization while ensuring that the bank leverages its human capital optimally. During fiscal 2003, ICICI Bank recruited over 4,000 employees. ICICI Bank also leveraged icicibankcareers.com, its career website, with a view to build a strong alternative recruitment channel to the traditional channels.

Continuous enhancement of knowledge and skill sets is vital, given the rapidly changing business environment and the constant challenges it poses to organizations. ICICI Bank believes that building a learning organization is critical for being competitive in products and services and meeting customer expectations. ICICI Bank has built strong capabilities in training and development to build competencies. Training on products and operations is imparted through web-based training modules. ICICI Bank achieved approximately 1.5 web-based learning mandays per employee in fiscal 2003. Special programmes on functional training and leadership development to build knowledge as well as management capability are conducted at a dedicated training facility. ICICI Bank also draws from the best available training programmes and faculty, both international and domestic, to meet its training and development needs and build globally benchmarked skills and capabilities.

The performance management system at ICICI Bank is based on clearly defined performance parameters and employee empowerment for achievement of goals, reinforcing the Bank’s achievement-oriented culture. ICICI Bank also has a structured process of identifying and developing leadership potential.

ICICI Bank’s constant endeavour to implement innovative human resource practices has resulted in the creation of an exceptional pool of talent and a performance-oriented organizational culture and has imparted agility and flexibility to the organization.

ORGANIZATIONAL EXCELLENCE

ICICI Bank recognizes the importance of excellence in its business. Developing and deploying world-class skills in a variety of areas such as technology, financial engineering, transaction processing and portfolio management, credit evaluation, customer segmentation and product design, and building and maintaining deep and enduring relationships of trust with our retail and wholesale customers are two essential elements of our strategy.

In recognition of the critical importance of excellence in internal processes and delivery to customers, the Organizational Excellence Group was set up in fiscal 2002 to focus on quality

30






Business Overview

initiatives in the Bank. A Senior General Manager, who reports to the Managing Director & CEO, heads the Group. The Group is supported by a team of professionals with experience in the field of quality. The Organisational Excellence Group is engaged in institutionalizing quality in the Bank by building skills in various quality frameworks, tracking projects, reporting progress and replicating successes across the Bank. The Group has been partnering with business units in undertaking quality projects, which leverage quality for strategic change and lead to business improvement.

COMMUNITY DEVELOPMENT

At ICICI Bank, we believe that, as one of the largest participants in the financial system of the country, we need to contribute to the overall economic and social development of India. A dedicated not-for-profit group, the Social Initiatives Group (SIG) works to catalyze this effort, with the mission “to identify and support initiatives designed to improve the capacities of the poorest of the poor to participate in the larger economy”. ICICI Bank believes that ensuring health, education and access to financial services is critical for facilitating this participation. Within these, the specific areas identified for focused attention are ‘infant health at birth’, ‘elementary education’ and ‘micro-financial services’. To fulfil its mission, ICICI Bank seeks to address key knowledge and practice gaps that currently impede the achievement of national goals in these sectors. It, therefore, supports projects that are cost-effective, measurable and capable of large-scale replication, and have the potential for both near and long-term impact.

Infant Health at Birth

In this area, important initiatives in fiscal 2003 included support to the introduction of additional health workers in rural areas for improving the quality and accessibility of existing publicly provided health and nutrition services. ICICI Bank has formed a partnership with the Government of Jharkhand and NGOs such as Krishi Gram Vikas Kendra (KGVK), CARE and the Child In Need Institute (CINI) to pilot the additional health worker strategy in two blocks of the Ranchi district in Jharkhand.

Elementary Education

Our initiatives in elementary education seek to work towards maximising the number of 14-year-olds who have a basic level of education. While continuing our support to organizations

31






such as Pratham, we initiated a number of new relationships in fiscal 2003. We funded the Centre for Learning Resources, Pune to undertake a radio programme in every upper-primary municipal school in Mumbai and Delhi. The objective of this programme is to strengthen language skills of students. We also formulated a work plan with the Bhopal-based NGO, Eklavya, that specialises in teacher training and curriculum design.

Micro-Financial Services

Our micro-financial services initiative aims at maximizing access of the poor to banking, credit and insurance. A key element of our strategy is to create better interfaces between institutional financial services providers and community based organizations. In fiscal 2003, we launched an initiative with the DHAN Foundation, Madurai to develop a scalable strategy for bank linkage of self-help groups. A study for the development of a comprehensive insurance plan with the Society for Elimination of Rural Poverty (SERP) in Andhra Pradesh is currently underway.

PUBLIC RECOGNITION

During fiscal 2003, we received several prestigious awards in recognition of our business strategies, customer service levels, technology focus and human resource practices, including:

32






Directors’ Report

To the members,

Your Directors have pleasure in presenting the Ninth Annual Report of ICICI Bank Limited with the audited statement of accounts for the year ended March 31, 2003.

FINANCIAL HIGHLIGHTS

As the Appointed Date of the merger of erstwhile ICICI Limited (ICICI), ICICI Personal Financial Services Limited (ICICI PFS) and ICICI Capital Services Limited (ICICI Capital) with the Bank was March 30, 2002, the profit & loss account for fiscal 2002 included the results of the operations of ICICI, ICICI PFS and ICICI Capital for March 30 and 31, 2002 i.e. two days only. The results for fiscal 2003 are, therefore, not comparable with the results for fiscal 2002. The financial performance for fiscal 2003 is summarised below:

Rs. billion
  Fiscal 2003   Fiscal 2002  
         
Net interest income and other income,        
excluding extraordinary items 33.91   11.67  
Operating profit 13.80   5.45  
Provisions & contingencies 17.91   2.87  
Profit on sale of ICICI Bank shares 11.91    
Profit after tax 12.06   2.58  
Consolidated profit after tax 11.52   2.58  

APPROPRIATIONS

The profit & loss account shows a profit after taxation of Rs. 12.06 billion after write-offs and provisions of Rs. 17.91 billion and after taking into account all expenses. The disposable profit is Rs. 12.25 billion, taking into account the balance of Rs. 0.19 billion brought forward from the previous year. Your Directors have recommended a dividend rate of 75% (Rs. 7.50 per equity share of Rs. 10) for the year and have appropriated the disposable profit as follows:

Rs. billion
  Fiscal 2003   Fiscal 2002  
         
To Statutory Reserve, making in all Rs. 5.51 billion 3.02   0.65  
To Investment Fluctuation Reserve,        
making in all Rs. 1.27 billion 1.00   0.16  
To Special Reserve created and maintained in terms        
of Section 36(1)(viii) of the Income-tax Act, 1961,        
making in all Rs. 11.44 billion 0.50   0.14  
To Revenue and other Reserves making in all        
Rs. 36.91 billion1 2.50   0.96  

33






Directors’ Report


Rs. billion
  Fiscal 2003   Fiscal 2002  
         
Dividend for the year (proposed)        
– On equity shares @ 75% 4.60   0.44  
– On preference shares (Rs.) 35,000    
– Corporate dividend tax 0.59   0.05  
Leaving balance to be carried forward to the next year 0.04   0.19  

1 In addition to appropriation of disposable profits, the balance in the Debenture Redemption Reserve of Rs. 0.10 billion was transferred to Revenue and other Reserves in fiscal 2003.

SUBSIDIARY COMPANIES

At March 31, 2003, ICICI Bank had twelve subsidiaries:

Domestic Subsidiaries International Subsidiaries
   
ICICI Securities Limited ICICI Bank UK Limited1
ICICI Venture Funds Management Company Limited ICICI Securities Holdings Inc.2
ICICI Prudential Life Insurance Company Limited ICICI Securities Inc.3
ICICI Lombard General Insurance Company Limited ICICI International Limited
ICICI Home Finance Company Limited  
ICICI Investment Management Company Limited  
ICICI Trusteeship Services Limited  
ICICI Brokerage Services Limited2  

1 Awaiting UK regulatory approval for commencement of business

2 Subsidiary of ICICI Securities Limited

3 Subsidiary of ICICI Securities Holdings Inc.

In terms of the approval granted by the Central Government vide letter dated June 11, 2003 under Section 212(8) of the Companies Act, 1956, a copy of the balance sheet, profit & loss account, report of the Board of Directors and report of the Auditors of the subsidiary companies has not been attached to the accounts of the Bank for the year ended March 31, 2003. The Bank will make available these documents/details upon request by any member of the Bank. These documents/details will also be available on the Bank’s website. As required by Accounting Standard 21 (AS-21) issued by the Institute of Chartered Accountants of India, the Bank’s consolidated financial statements incorporate the accounts of its subsidiaries, except those of ICICI Bank UK Limited. ICICI Bank UK Limited was incorporated on February 11, 2003 and is yet to commence operations and hence, its accounts have not been drawn up.

In May 2003, the Bank acquired the entire paid-up equity share capital of Transamerica Apple Distribution Finance Private Limited. The Company is now a wholly-owned subsidiary of ICICI Bank and has been renamed as ICICI Distribution Finance Private Limited.

34






Directors’ Report

DIRECTORS

P. C. Ghosh, Chairman, General Insurance Corporation of India (GIC), which together with other Government-owned general insurance companies is among ICICI Bank’s largest domestic institutional shareholders, was appointed as an additional Director effective January 31, 2003.

M. K. Sharma was appointed as an additional Director effective January 31, 2003. He is the Vice-Chairman of Hindustan Lever Limited. He joined Hindustan Lever Limited in 1974, worked in various areas including taxation and legal and was inducted on its Board in August 1995.

P. C. Ghosh and M. K. Sharma hold office up to the date of the forthcoming Annual General Meeting as provided under Article 135 of the Articles of Association of the Bank, but are eligible for appointment.

H. N. Sinor completed his term as Joint Managing Director on May 31, 2003 and retired with effect from June 1, 2003. During his tenure, the Bank achieved several milestones, including its listing on the New York Stock Exchange (NYSE), the acquisition of Bank of Madura and the merger of ICICI with the Bank, emerging as India’s largest private sector bank and the second-largest bank in the country. The Bank pioneered technology-based banking in India under his leadership. The Board places on record its appreciation of the services rendered by him.

The Government of India had, vide its letter dated May 6, 2002, nominated S. K. Purkayastha, Additional Secretary (Financial Sector), Ministry of Finance on the Board. The Government of India had subsequently nominated D. C. Gupta, Secretary (Banking & Insurance), Ministry of Finance & Company Affairs on the Board in place of S. K. Purkayastha, effective July 19, 2002. Subsequently, Vineeta Rai, Secretary (Banking & Insurance), Ministry of Finance & Company Affairs was nominated by the Government of India effective October 31, 2002 in place of D. C. Gupta. The Government of India withdrew the nomination of Vineeta Rai and nominated Vinod Rai, Joint Secretary (IF), Banking Division in her place effective January 3, 2003. In terms of Article 128A of the Articles of Association, Vinod Rai is not liable to retire by rotation.

In terms of the provisions of the Articles of Association, Somesh R. Sathe, Anupam Puri, Marti G. Subrahmanyam and Kalpana Morparia would retire by rotation at the forthcoming Annual General Meeting and, being eligible, offer themselves for re-appointment. If Kalpana Morparia is re-appointed as Director immediately on retirement by rotation, she will continue to hold her office of Executive Director and the retirement by rotation and re-appointment shall not be deemed to constitute a break in her appointment.

AUDITORS

The Auditors, N. M. Raiji & Co. and S. R. Batliboi & Co., Chartered Accountants, will retire at the ensuing Annual General Meeting. The Board at its Meeting held on June 27-28, 2003 has proposed the appointment of S. R. Batliboi & Co., Chartered Accountants as Auditors to audit the accounts of ICICI Bank for fiscal 2004 and the approval of Reserve Bank of India (RBI) has been received vide letter dated July 4, 2003. You are requested to consider their appointment.

35






Directors’ Report

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 BOARD OF ASSISTED COMPANIES

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, ICICI Bank continues to nominate Directors on the Boards of assisted companies. Apart from the Bank’s employees, experienced professionals from the banking, government and other sectors are appointed as nominee Directors. ICICI Bank has 144 nominee Directors on the boards of 280 companies, of whom 83 are employees of the Bank. The Bank has a Nominee Director Cell for maintaining records of nominee directorships.

CORPORATE GOVERNANCE

ICICI Bank has established a tradition of best practices in corporate governance. The corporate governance framework in ICICI Bank is based on an effective independent Board, the separation of the Board’s supervisory role from the executive management and the constitution of Board Committees generally comprising a majority of independent Directors and chaired by an independent Director to oversee critical areas.

I. Philosophy of Corporate Governance
   
  ICICI Bank’s corporate governance philosophy encompasses not only regulatory and legal requirements, such as the terms of listing agreements with stock exchanges, but also several voluntary practices aimed at a high level of business ethics, effective supervision and enhancement of value for all stakeholders.
   
II. Board of Directors
   
  ICICI Bank has a broad-based Board of Directors, constituted in compliance with the Banking Regulation Act, 1949, Companies Act, 1956 and listing agreement with stock exchanges and in accordance with best practices in corporate governance. The Board functions either as a full Board or through various committees constituted to oversee specific operational areas. The Board has constituted nine committees, viz. Audit Committee, Agriculture & Small Enterprises Business Committee, Board Governance & Remuneration Committee, Business Strategy Committee, Credit Committee, Risk Committee, Share Transfer & Shareholders’/Investors’ Grievance Committee, Committee of Directors and Asset Liability Management Committee. A majority of these Board Committees are chaired by independent professional Directors, and mainly consist of independent Directors. The constitution of these Committees is given hereafter.
   
  At March 31, 2003, the Board of Directors consisted of 19 members. There were nine meetings of the Board during fiscal 2003 – on April 12, April 24 & 26, May 3, June 21-22, July 31, September 16 and October 31 in 2002 and January 31 and March 28 in 2003. The names of Board members, their attendance at Board meetings and the number of other directorships and Board Committee memberships held by them at March 31, 2003 are given overleaf.

36






Directors’ Report


Name of Member Board   Attendance   Number of other   Number of  
  Meetings   at last AGM   Directorships   other  
  attended   (September   Of Indian   Of Other   Committee3  
  during   16, 2002)   Companies1   Companies2   Memberships  
  the year                  
Independent non-executive Directors                    
                     
Current members                    
N. Vaghul 9   Present   8   10   6(4)  
Uday M. Chitale 8   Present   1   4   1(1)  
P. C. Ghosh (w.e.f. January 31, 2003) 2   N.A.   8   3    
Satish C. Jha 7   Present   3     2  
Lakshmi N. Mittal (w.e.f. May 3, 2002) 4   Present     50    
Anupam Puri (w.e.f. May 3, 2002) 2   Absent   5   1   6(2)  
Vinod Rai (w.e.f. January 3, 2003)* 2   N.A.   4     1  
Somesh R. Sathe 8   Present     3    
R. Seshasayee (w.e.f. May 3, 2002) 7   Present   7   1   6(1)  
M. K. Sharma (w.e.f. January 31, 2003) 2   N.A.   7   1   5(1)  
P. M. Sinha 7   Present   3   2   2  
Marti G. Subrahmanyam (w.e.f.                    
May 3, 2002)** 2   Absent   1   6   2(1)  
                     
Members who ceased to be                    
Directors during the year                    
B. V. Bhargava (up to April 26, 2002) 2   N.A.   N.A.   N.A.   N.A.  
R. Rajamani (up to April 26, 2002) 1   N.A.   N.A.   N.A.   N.A.  
D. Sengupta (up to June 30, 2002)   N.A.   N.A.   N.A.   N.A.  
S. K. Purkayastha (up to July 18, 2002)*   N.A.   N.A.   N.A.   N.A.  
D. C. Gupta (July 19, 2002 up to                    
October 30, 2002)*     Absent   N.A.   N.A.   N.A.  
Vineeta Rai (October 31, 2002 up to                    
January 2, 2003)*   N.A.   N.A.   N.A.   N.A.  
                     
Wholetime Directors                    
K. V. Kamath*** 9   Present   4   5    
H. N. Sinor 9   Present   2      
Lalita D. Gupte*** 9   Present   4     2  
Kalpana Morparia (w.e.f. May 3, 2002) 7   Present   6     5  
S. Mukherji (w.e.f. May 3, 2002) 7   Present   2     2(1)  
Chanda Kochhar 9   Present   2     1(1)  
Nachiket Mor 8   Present   2   2    

1  Includes companies as per the provisions of Section 278 of the Companies Act, 1956.
   
2  Includes foreign companies and other companies that are excluded as per the provisions of Section 278 of the Companies Act, 1956.
   
3  Includes the Audit Committee, the Share Transfer & Shareholders’/Investors’ Grievance Committee and the Board Governance & Remuneration Committee. Bracketed figures indicate Committee Chairmanships.
   
* Nominee of Government of India.
   
**  Participated in three meetings through tele-conference.
   
*** As wholetime Director effective May 3, 2002.

37






Directors’ Report


III. Audit Committee
   
  Terms of Reference
   
  The Audit Committee provides direction to the audit and risk management function and monitors the quality of internal and statutory audit. The responsibilities of the Audit Committee include the overseeing of the financial reporting process to ensure fairness, sufficiency and credibility of financial statements, recommendation of appointment and removal of central and branch statutory auditors and fixation of their remuneration, review of the annual financial statements before submission to the Board, review of the adequacy of internal control systems and the internal audit function, review of compliance with the inspection and audit reports of RBI and reports of statutory auditors, review of the findings of internal investigations, discussion on the scope of audit with external auditors and examination of reasons for substantial defaults, if any, in payment to stakeholders.
   
  Composition
   
  The Audit Committee comprises three independent Directors and is chaired by R. Seshasayee. RBI guidelines stipulate that this Committee must meet at least six times in a financial year. There were six meetings of the Committee during the year. The details of composition of the Committee and attendance at its meetings are given below:

  Name of Member Number of Meetings attended  
 
 
  R. Seshasayee, Chairman 6  
  Uday M. Chitale 5  
  Somesh R. Sathe 5  
 
 
IV. Agriculture & Small Enterprises Business Committee
   
  Terms of Reference
   
  The functions of the Committee include review of the business strategy of the Bank in the agri-business and small enterprises segments and review of the quality of the agricultural lending and small enterprises finance credit portfolio.
   
  Composition
   
  The Agriculture & Small Enterprises Business Committee was constitued by the Board effective July 1, 2003. The Committee comprises five independent Directors, viz. N. Vaghul, Satish C. Jha, Somesh R. Sathe, P. M. Sinha and M. K. Sharma. N. Vaghul is the Chairman of the Committee.
   
V. Board Governance & Remuneration Committee
   
  Terms of Reference
   
  The functions of the Board Governance & Remuneration Committee include recommendation of appointments to the Board, evaluation of the performance of the Managing Director & CEO, the Board and individual members on pre-determined parameters, recommendation to the Board of the remuneration

38






Directors’ Report


  (including performance bonus and perquisites) to wholetime Directors, approval of the policy for and quantum of bonus payable to the members of the staff, the framing of guidelines for the Employees Stock Option Scheme, recommendation of grant of stock options to the staff and wholetime Directors of ICICI Bank and its subsidiary companies and formulation of a code of ethics and governance.
   
  Remuneration Policy
   
  The Board Governance & Remuneration Committee has the power to determine and recommend to the Board the amount of remuneration, including performance/achievement bonus and perquisites, payable to the wholetime Directors. The recommendations of the Committee were based on evaluation of the wholetime Directors on certain parameters, as laid down by the Board as part of the self-evaluation process.
   
  The following are the details of remuneration (including perquisites, bonus and retiral benefits) paid and stock options granted to wholetime Directors in fiscal 2003:

    K.V.   H.N.   Lalita   Kalpana   S.   Chanda   Nachiket
    Kamath   Sinor   Gupte   Morparia   Mukherji   Kochhar   Mor
 
  Break-up of Remuneration                        
  (Rupees)                          
  – Basic 4,800,000   3,000,000   3,600,000   2,520,000   2,520,000   2,100,000   2,100,000
  – Performance bonus for                          
     fiscal 2003# 4,800,000   3,000,000   3,600,000   2,520,000   2,520,000   2,100,000   2,100,000
  – Allowances and perquisites .. 843,387   680,400   2,519,789   3,912,252@   2,061,868   1,004,810   2,019,641
  – Provident fund 576,000   360,000   432,000   302,400   302,400   252,000   252,000
  – Gratuity 399,840   249,900   299,880   209,916   209,916   174,930   174,930
  – Superannuation 720,000   450,000   540,000   378,000   378,000   315,000   315,000
  Stock Options                          
  – Fiscal 2003 120,000   100,000   110,000   100,000   100,000   80,000   80,000
  – Fiscal 2002 120,000*   100,000   110,000*   100,000*   100,000*   80,000   80,000
  – Fiscal 2001 60,000*   56,250   55,000*   30,000*   30,000*   30,000*   30,000*
 
  # Approved by the Board and to be paid on appoval by RBI.
   
  @ Includes leave and leave-travel-allowance encashment of Rs. 3,129,000.
   
  * Options awarded by ICICI and converted into ICICI Bank options as per the Scheme of Amalgamation.
   
  Perquisites (evaluated as per Income-tax Rules wherever applicable and at actual cost to the Company otherwise) such as the benefit of the Bank’s furnished accommodation, gas, electricity, water and furnishings, club fees, personal insurance, use of car and telephone at residence or reimbursement of expenses in lieu thereof; medical reimbursement, leave and leave-travel concession, education benefits, provident fund, superannuation fund and gratuity, were provided in accordance with the scheme(s) and rule(s) applicable from time to time. If accommodation owned by the Bank was not provided, the wholetime Director concerned was eligible for house rent allowance of Rs. 50,000 per month and maintenance of accommodation including furniture, fixtures and furnishings, as may have been provided by the Bank.
   
  The non-executive Directors, except the nominee Directors of Government of India were paid sitting fees of Rs. 5,000 per meeting of the Board or Committee attended by them.

39






Directors’ Report


  Composition
   
  The Board Governance & Remuneration Committee comprises four independent Directors and is chaired by N. Vaghul. There were two meetings of the Committee during the year. The details of composition of the Committee and attendance at its meetings are given below:

  Name of Member Number of Meetings attended
 
  N. Vaghul, Chairman 2
  R. Seshasayee (w.e.f. June 30, 2002) 2
  P. M. Sinha 1
  D. Sengupta (up to June 30, 2002) Not Applicable
  Anupam Puri (w.e.f. March 28, 2003) Not Applicable
 

VI. Business Strategy Committee
   
  Terms of Reference
   
  The function of the Committee is to approve the annual income and expenditure and capital expenditure budgets for presentation to the Board for final approval and to review and recommend to the Board the business strategy of ICICI Bank.
   
  Composition
   
  The Business Strategy Committee comprises five Directors. It is chaired by N. Vaghul and a majority of its members are independent Directors. There was one meeting of the Committee during the year. The details of composition of the Committee and attendance at the meeting are given below:

  Name of Member Number of Meetings attended
 
  N. Vaghul, Chairman 1
  Anupam Puri
  R. Seshasayee 1
  P. M. Sinha
  K. V. Kamath 1
 

VII. Credit Committee
   
  Terms of Reference
   
  The functions of the Committee include review of developments in key industrial sectors and approval of credit proposals as per authorisation approved by the Board.
   
  Composition
   
  The Credit Committee comprises four Directors. It is chaired by N. Vaghul and a majority of its members are independent Directors. There were six meetings of the Committee during the year.

40






Directors’ Report


  The details of composition of the Committee and attendance at its meetings are given below:
   
  Name of Member Number of Meetings attended
 
  N. Vaghul, Chairman 6
  Satish C. Jha 4
  Somesh R. Sathe 5
  K. V. Kamath 6
 
   
VIII. Risk Committee
   
  Terms of Reference
   
  The Committee reviews ICICI Bank’s risk management policies in relation to various risks (portfolio, liquidity, interest-rate, off-balance sheet and operational risks), investment policies and strategy, and regulatory and compliance issues in relation thereto.
   
  Composition
   
  The Risk Committee comprises four Directors. It is chaired by N. Vaghul and a majority of its members are independent Directors. There were four meetings of the Committee during the year. The details of composition of the Committee and attendance at its meetings are given below:
   
  Name of Member Number of Meetings attended
 
  N. Vaghul, Chairman 4
  Uday M. Chitale 3
  Marti G. Subrahmanyam 4
  K. V. Kamath 2
 
   
IX. Share Transfer & Shareholders’/Investors’ Grievance Committee
   
  Terms of Reference
   
  The functions and powers of the Committee include approval and rejection of transfer or transmission of equity and preference shares, bonds, debentures and securities, issue of duplicate certificates, allotment of shares and securities issued from time to time, including those under stock options, review and redressal of shareholders’ and investors’ complaints, the opening and operation of bank accounts for payment of interest and dividend and the listing of securities on stock exchanges.
   
  Composition
   
  The Share Transfer & Shareholders’/Investors’ Grievance Committee comprises four Directors and is chaired by Uday Chitale, an independent Director. There were 13 meetings of the Committee during the year.

41






Directors’ Report


  The details of composition of the Committee and attendance at its meetings are given below:
     
  Name of Member Number of Meetings attended
 
  Uday M. Chitale, Chairman 12
  Somesh R. Sathe 11
  H. N. Sinor 12
  Kalpana Morparia   9
 
   
  Chanda D. Kochhar has been appointed as a Member of the Committee effective June 1, 2003 in place of H. N. Sinor.
   
  Jyotin Mehta, General Manager & Company Secretary, is the Compliance Officer. Of the total of 3,468 shareholders’ complaints received in fiscal 2003, 3,452Lcomplaints were processed to the satisfaction of shareholders. At March 31, 2003, 16Lcomplaints were pending. No applications were pending for transfer of shares as on March 31, 2003.
   
  Prior to its dissolution on May 3, 2002, the Share Transfer Committee of ICICI Bank prior to the merger had met five times. The details of composition of the Committee and attendance at its meetings are given below:
   
  Name of Member Number of Meetings attended
 
  H. N. Sinor 5
  Lalita D. Gupte 3
  Chanda D. Kochhar 5
  Nachiket Mor 3
 
   
X. Committee of Directors
   
  Terms of Reference
   
  The powers of the Committee include review of performance against targets for various business segments and credit approvals as per authorisation approved by the Board, borrowing and treasury operations and premises and property related matters.
   
  Composition
   
  The Committee of Directors consists of all the wholetime Directors and is chaired by K. V. Kamath, Managing Director & CEO.
   
XI. Asset Liability Management Committee
   
  Terms of Reference
   
  The functions of the Committee include management of the balance sheet of the Bank, review of the asset-liability profile of the Bank with a view to manage the market risk exposure assumed by the Bank and deciding the deposit rates and Prime Lending Rates (PLR) of the Bank.

42






Directors’ Report

   
  Composition
   
  The Asset Liability Management Committee consists of five wholetime Directors and is chaired by Lalita D. Gupte, Joint Managing Director.
   
XII. General Body Meetings
   
  The details of General Body Meetings held in the last three years are given below:
   
  General Body Meeting Day & Date Time Venue
 
  Fourth Extraordinary Monday, 3.00 p.m. Professor Chandravadan Mehta
  General Meeting February 21, 2000   Auditorium, General Education
 
Centre, Opposite D. N. Hall
  Sixth Annual Monday, 3.00 p.m. Ground, The Maharaja Sayajirao
  General Meeting May 29, 2000   University, Pratapgunj, Vadodara
        390 002
 
  Fifth Extraordinary Friday, 12.30 p.m. Central Gujarat Chamber of
  General Meeting January 19, 2001   Commerce Auditorium, Second
 
Floor, Vanijya Bhavan, Race
  Seventh Annual Monday, 3.00 p.m. Course Circle, Vadodara 390 007
  General Meeting June 11, 2001    
 
 
  Sixth Extraordinary Friday, 3.00 p.m.  
  General Meeting January 25, 2002    
 
  Eighth Annual Monday, 2.00 p.m. Professor Chandravadan Mehta
  General Meeting September 16, 2002   Auditorium, General Education
        Centre, Opposite D. N. Hall Ground,
        The Maharaja Sayajirao University,
        Pratapgunj, Vadodara 390 002
 
   
  The procedure of postal ballot was carried out for the Special Resolution relating to amendment to the Object Clause of the Memorandum of Association. Jayesh Gandhi, Partner of N. M. Raiji & Co., Chartered Accountants, was appointed Scrutinizer for conducting the postal ballot process. Notice was sent to 6,06,400 shareholders with the last date for receiving the postal ballot forms by the Scrutinizer as September 11, 2002 and, till that date, 45,572 forms were received. According to the Scrutinizer’s Report, 42,843 equity shareholders (excluding 2,729 invalid forms), representing 26,85,94,550 equity shares had cast their votes. 41,052 equity shareholders holding 26,84,27,807 equity shares had voted in favour of the Resolution and 1,791 equity shareholders holding 1,66,743 equity shares had voted against the Resolution. The results of the postal ballot were announced at the Eighth Annual General Meeting of the Bank held on September 16, 2002.
   
  No Resolutions are proposed to be voted on through postal ballot this year.

43






Directors’ Report


XIII. Disclosures
   
  1. There were no materially significant transactions with related parties i.e. promoters, Directors or the Management, their subsidiaries or relatives, conflicting with the Bank’s interests.
     
  2. There were no instances of non-compliance in respect of any matter related to the capital markets, during the last three years.
     
XIV. Means of Communication
   
  It is ICICI Bank’s belief that all stakeholders should have access to complete information regarding its position to enable them to accurately assess its future potential. ICICI Bank disseminates information on its operations and initiatives on a regular basis. The ICICI Bank website (www.icicibank.com) serves as a key awareness facility for all its stakeholders, allowing them to access information at their convenience. It provides comprehensive information on ICICI Bank’s strategy, business segments, financial performance, operational performance, share-price movements and displays the latest press releases. ICICI Bank’s dedicated investor relations personnel respond to specific queries and play a proactive role in disseminating information to both analysts and investors. In accordance with Securities and Exchange Board of India (SEBI) and Securities Exchange Commission (SEC) guidelines, all information which could have a material bearing on ICICI Bank’s share price is released at the earliest through leading domestic and global wire agencies. ICICI Bank also circulates its half-yearly results to all its shareholders. As required by SEBI and the listing agreements, ICICI Bank has been filing its financial and other information on the Electronic Data Information Filing and Retrieval (EDIFAR) website maintained by National Informatics Centre (NIC) from July 2002.
   
  ICICI Bank’s quarterly financial results are published in the Financial Express (Ahmedabad, Bangalore, Chandigarh, Chennai, Delhi, Kochi, Kolkata and Mumbai editions) and in Sandesh/Vadodara Samachar (Vadodara). The financial results, official news releases and presentations are also displayed on the website.
   
  The Management’s Discussion & Analysis forms part of the Annual Report.
   
XV. General Shareholder Information
   
  Ninth Annual General Meeting
   
  Date   Time Venue
         
  Monday, August 25, 2003   2.00 p.m. Professor Chandravadan Mehta Auditorium, General
        Education Centre, Opposite D. N. Hall Ground, The Maharaja
        Sayajirao University, Pratapgunj, Vadodara 390 002
         
  Financial Calendar : April 1 to March 31
         
  Book Closure : August 6, 2003 to August 25, 2003
         
  Dividend Payment Date : On and from August 26, 2003

44






Directors’ Report


  Listing on Stock Exchanges (with stock code)  
     
  Stock Exchange Code for ICICI Bank
 
  Vadodara Stock Exchange Limited (Regional)1 32174
  Fortune Towers, Sayajigunj, Post Box No. 2547, Vadodara 390 005  
  The Stock Exchange, Mumbai 32174
  Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai 400 001  
  National Stock Exchange of India Limited EQ
  Exchange Plaza, Bandra-Kurla Complex Bandra (East), Mumbai 400 051  
  The Calcutta Stock Exchange Association Limited1 19268
  7, Lyons Range, Kolkata 700 001  
  The Delhi Stock Exchange Association Limited1 009187
  DSE House, 3/1 Asaf Ali Road, New Delhi 110 002  
  Madras Stock Exchange Limited1 IBCL
  ‘Exchange Building’, Post Box No. 183, 11, Second Line Beach, Chennai 600 001  
  New York Stock Exchange (American Depositary Receipts)2 IBN
  11, Wall Street, New York, NY 10005, United States of America  
 
   
  1 Proposed to be delisted.
   
  2 Each American Depositary Receipt (ADR) of ICICI Bank represents two underlying equity shares.
   
  ICICI Bank has paid annual listing fees for fiscal 2004 on its capital to all the stock exchanges where its securities are listed.
   
  Market Price Information
   
  The reported high and low closing prices and volume of equity shares of ICICI Bank traded during fiscal 2003 on the Stock Exchange, Mumbai (BSE) and National Stock Exchange (NSE) are given in the following table :

  Month BSE   NSE   Total
   
 
  volume on
    High   Low   Volume   High   Low   Volume   BSE and
    (Rs.)   (Rs.)       (Rs.)   (Rs.)       NSE
 
  April 2002 131.40   111.05   1,319,327   131.50   111.00   2,509,386   3,828,713
  May 2002 152.00   111.60   4,302,055   154.95   111.50   7,807,728   12,109,783
  June 2002 164.50   133.50   4,455,797   164.40   133.15   8,430,066   12,885,863
  July 2002 157.25   135.10   4,025,396   158.40   134.30   9,599,213   13,624,609
  August 2002 145.50   131.10   2,116,953   145.85   130.10   4,426,936   6,543,889
  September 2002 147.80   130.00   109,731,418   147.50   131.50   7,695,637   117,427,055
  October 2002 145.75   122.25   4,004,941   145.60   122.70   7,195,466   11,200,407
  November 2002 140.00   109.25   9,189,715   141.10   109.40   16,611,040   25,800,755
  December 2002 153.20   130.20   6,361,098   153.45   130.00   14,996,542   21,357,640
  January 2003 155.65   131.55   10,669,806   155.95   131.65   19,187,571   29,857,377
  February 2003 152.80   139.50   5,330,486   153.00   135.00   12,455,504   17,785,990
  March 2003 152.40   132.00   8,365,877   152.10   132.00   13,172,746   21,538,623
  Fiscal 2003 164.50   109.25   169,872,869   164.40   109.40   124,087,835   293,960,704
 
  Source: BSE and NSE

45






Directors’ Report


  The reported high and low closing prices and volume of ADRs of ICICI Bank traded during fiscal 2003 on the New York Stock Exchange (NYSE) are given below:
   
  Month High (US$)   Low (US$)   Number of ADRs traded
 
  April 2002 6.60   4.92   46,922
  May 2002 8.06   4.89   129,177
  June 2002 8.31   6.28   118,320
  July 2002 7.54   5.74   94,931
  August 2002 6.80   5.40   134,327
  September 2002 6.56   5.52   100,905
  October 2002 6.28   5.60   102,108
  November 2002 6.15   4.70   269,280
  December 2002 7.00   5.60   147,219
  January 2003 7.15   6.06   121,766
  February 2003 7.15   6.63   121,026
  March 2003 7.17   6.20   113,485
  Fiscal 2003 8.31   4.70   1,499,466
 
  Source: Yahoo Finance          
             
  The performance of the ICICI Bank equity share relative to the BSE Sensitive Index (Sensex) is given in the following chart:
   
 
  Share Transfer System
   
  ICICI Bank’s investor services are handled by ICICI Infotech Limited (ICICI Infotech). ICICI Infotech operates in the following main areas of business: software consultancy and development, IT-enabled services, IT infrastructure and network and facilities management services. ICICI Infotech has received the ISO 9001 certification for its transaction processing activities.

46





Directors’ Report


  As per SEBI guidelines, ICICI Bank shares are being traded only in dematerialised form. During the year, 3,682,781 shares of ICICI Bank were transferred into electronic mode, involvingL30,340 certificates. At March 31, 2003 about 96.11% of ICICI Bank’s paid-up equity (including equity shares represented by ADRs constituting 26.10% of the paid-upLequity share capital) comprisingL589,219,692 shares had been dematerialised.
   
  Physical share transfers are registered and returned typically, within a period of, seven days from the date of receipt, if the documents are correct and valid in all respects. A letter is sent to the shareholder giving an option to receive shares in physical or dematerialised mode. A period of 30 days is given to the shareholder for sending his intimation. The shareholder then receives the shares in the form he exercises his option for. No applications for transfer of equity shares were pending as on March 31, 2003.
   
  The number of shares of ICICI Bank transferred during the last three years is given below:
   
    Fiscal 2001   Fiscal 2002   Fiscal 2003  
 
  Number of transfer deeds 7,703   2,114   8,140  
  Number of shares transferred 811,600   315,038   1,126,355  
 
   
  As required under Clause 47(c) of the listing agreements entered into by ICICI Bank with stock exchanges, a half-yearly certificate is being obtained from a firm of practising Company Secretaries, in regard to, inter alia, effecting transfer, transmission, sub-division, consolidation, renewal and exchange of equity shares and bonds in the nature of debentures within one month of their lodgement. The certificates are forwarded to stock exchanges where the equity shares are listed within 24 hours of issuance and also placed before the Board.
   
  In terms of SEBI’s circular no. D&CC/FITTC/CIR-16 dated December 31, 2002, a Secretarial Audit is being conducted on a quarterly basis by a firm of Chartered Accountants, for the purpose of, inter alia, reconciliation of the total admitted equity share capital with the depositories and in the physical form with the total issued/paid-up equity capital of ICICI Bank. Certificates issued in this regard are placed before the Share Transfer & Shareholders’/Investors’ Grievance Committee and forwarded to stock exchanges where the equity shares of ICICI Bank are listed.
   
  For any share-related queries, please call ICICI Infotech at +91-22-5592 8000, fax your query +91-22-5591 2480/81 or email to investor@icicibank.com.
   
  Registrar and Transfer Agents
   
  The Registrar and Transfer Agents of ICICI Bank is ICICI Infotech Limited. Investor services related queries may be directed to T. V. Rangaswami at either of the addresses below:
   
  ICICI Infotech Limited ICICI Infotech Limited
  International Infotech Park Maratha Mandir Annexe, Maratha Mandir
  Tower 5, 4th Floor Dr. A. R. Nair Road
  Navi Mumbai 400 705, Maharashtra Near Mumbai Central Station
  Tel.: +91-22-5592 8000 Mumbai 400 008
  Fax: +91-22-5591 2480/81  

47






Directors’ Report


  Queries relating to the operational and financial performance of ICICI Bank may be addressed to:
   
 

Rakesh Jha / Anindya Banerjee
ICICI Bank Limited
ICICI Bank Towers, Bandra-Kurla Complex, Mumbai 400 051
Tel.: +91-22-2653 1414, Fax: +91-22-2653 1175, E-mail: ir@icicibank.com

   
  Information on Shareholding
   
  Shareholding pattern of ICICI Bank at March 31, 2003
   
  Shareholder Category Shares   % holding  
 
  Deutsche Bank Trust Company Americas        
  (as Depositary for ADR holders) 160,022,118   26.10  
  FIIs and NRIs 236,644,243   38.60  
  Insurance Companies 94,714,564   15.45  
  Bodies Corporate 30,258,750   4.94  
  Unit Trust of India – I & II 20,341,225   3.32  
  Banks and Financial Institutions 6,579,125   1.07  
  Mutual Funds 8,720,080   1.42  
  Individuals 55,754,299   9.10  
   
  Total 613,034,404   100.00  
 
   
  Shareholders of ICICI Bank with more than one per cent holding at March 31, 2003
   
  Name of the Shareholder Number of   % to Total  
    Shares   Number of Shares  
 
  Deutsche Bank Trust Company Americas        
  (as Depositary for ADR holders) 160,022,118   26.10  
  Life Insurance Corporation of India 50,948,413   8.31  
  Orcasia Limited 46,231,626   7.54  
  Government of Singapore* 42,478,330   6.93  
  Bajaj Auto Limited 21,519,880   3.51  
  Unit Trust of India – I & II 20,341,225   3.32  
  M and G Investment Management Limited 18,980,477   3.10  
  The New India Assurance Company Limited 17,276,695   2.82  
  Emerging Markets Growth Fund Inc. 13,193,690   2.15  
  General Insurance Corporation of India 9,881,295   1.61  
  National Insurance Company Limited 8,425,659   1.37  
  Templeton Inv. Counsel LLC A/c Templeton foreign equity series 6,433,958   1.05  
  Emerging markets management LLC A/c EMSAF Mauritius 6,181,821   1.01  
 
  * Government of Singapore comprises:        
    Government of Singapore 26,373,458   4.30  
    Monetary Authority of Singapore-J 7,417,350   1.21  
    Monetary Authority of Singapore 4,790,568   0.78  
    Monetary Authority of Singapore-B 3,057,566   0.50  
    Government of Singapore Investment Corporation A/c        
    Government of Singapore-E 839,388   0.14  

48




Directors’ Report


  Distribution of shareholding of ICICI Bank at March 31, 2003
   

  Range   Number of Folios   % of total   Number of shares   % of total  
 
  Up to 1,000   564,492   99.14   45,992,798   7.50  
  1,001-5,000   4,066   0.72   7,870,906   1.28  
  5,001-10,000   341   0.06   2,399,332   0.39  
  10,001-50,000   253   0.04   5,272,716   0.86  
  50,001 & above   250   0.04   551,498,652   89.97  
     
  Total   569,402   100.00   613,034,404   100.00  
 
   
  Outstanding GDRs/ADRs/Warrants or any Convertible Debentures, conversion date and likely impact on equity
   
  ICICI Bank has about 80 million ADRs (equivalent to about 160 million equity shares) outstanding, which constitute 26.10% of ICICI Bank’s total equity capital. Currently, there are no convertible debentures outstanding except Euro Convertible Bonds (ECB) issued by ICICI amounting to USD 0.40 million outstanding as on March 31, 2003. As per the terms of the ECB agreement, the bondholder has a right to convert the bond into fully-paid non-assessable shares at any time during the conversion period which began on January 2, 1994 and would end at the close of business on March 1, 2004. The last date of redemption of the outstanding ECBs is April 1, 2004. The impact of conversion of ECBs on equity will be insignificant.
   
  Plant Locations – Not applicable
   
  Address for Correspondence
   
 

Jyotin Mehta
General Manager & Company Secretary
ICICI Bank Limited
ICICI Bank Towers, Bandra-Kurla Complex, Mumbai 400 051
Tel.: +91-22-2653 1414, Fax: +91-22-2653 1122, E-mail: jyotin.mehta@icicibank.com

   
  A majority of the non-mandatory requirements with respect to corporate governance have also been complied with.

COMPLIANCE CERTIFICATE OF THE AUDITORS

ICICI Bank has annexed to this report a certificate obtained from the statutory auditors, viz. N. M. Raiji & Co. and 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

Since fiscal 2000, ICICI Bank has instituted an Employee Stock Option Scheme (ESOS) to enable its employees, including wholetime Directors, to participate in the future growth and financial success of the Bank. As per

49






Directors’ Report

the ESOS as amended by the Scheme of Amalgamation of ICICI, ICICI PFS and ICICI Capital with ICICI Bank, the maximum number of options granted to any employee 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 after the merger of ICICI with ICICI Bank. The options 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. The options can be exercised within ten years from the date of grant or five years from the date of vesting, whichever is later. The exercise price of the options is the closing market price on the stock exchange which records the highest trading volume on the date of grant.

On the basis of the recommendation of the Board Governance & Remuneration Committee, the Board at its meeting on April 25, 2003 approved a grant of 7.3 million options for fiscal 2003 to eligible employees (including wholetime Directors). Each option confers on the employee a right to apply for one equity share of Rs. 10 of ICICI Bank at Rs. 132.05, the closing market price on the date of the grant on the National Stock Exchange, which recorded the highest trading volume on that date.

The total number of shares of ICICI Bank covered by the ESOS as approved by the shareholders is 30,651,720. The particulars of options granted by ICICI Bank as at June 27, 2003 are given below:

Options granted 21,248,975
Options vested 6,260,605
Options exercised 22,970
Options forfeited/lapsed 1,289,350
Extinguishment or modification of options
Amount realised by sale of options 3,578,812
Total number of options in force 19,936,655

Options granted by ICICI Bank to senior managerial personnel for fiscal 2003 are as follows: K. V. Kamath –1,20,000, H. N. Sinor – 100,000, Lalita Gupte – 110,000, Kalpana Morparia – 100,000, S. Mukherji – 100,000, Chanda Kochhar – 80,000, Nachiket Mor – 80,000, Ramni Nirula 75,000, Balaji Swaminathan – 75,000 and P. H. Ravikumar – 44,000. No employee has a grant, in any one year, of options amounting to 5% or more of total options granted during that year. No employee was granted options during any one year equal to or exceeding 0.05% of the issued capital of ICICI Bank at the time of the grant.

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;

50






Directors’ Report


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 and SEBI, for their continued co-operation, support and advice. ICICI Bank is thankful to the domestic and international banking community, rating agencies and stock exchanges for their support in resource mobilisation.

ICICI Bank would also like to take this opportunity to express sincere thanks to its valued clients and customers, including depositors and bondholders, for their continued patronage. The Directors express their deep sense of appreciation to all employees, who continue to display outstanding professionalism and commitment, enabling the organisation to achieve market leadership in its business operations and to operate successfully as a universal bank. Finally, the Directors wish to express their gratitude to the Members for their continued trust and support.

  For and on behalf of the Board
   
Place : Mumbai N. VAGHUL
Date : July 11, 2003 Chairman

AUDITORS’ CERTIFICATE ON CORPORATE GOVERNANCE

To the Members of ICICI Bank Ltd.

We have examined the compliance of conditions of corporate governance by ICICI Bank Ltd. for the year ended on March 31, 2003, as stipulated in clause 49 of the Listing Agreement of the said Bank with stock exchanges.

The compliance of conditions of corporate governance is the responsibility of the management. Our examination was limited to procedures and implementation thereof, adopted by the Bank for ensuring the compliance the conditions of the Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company.

In our opinion and to the best of our information and according to the explanations given to us, we certify that the Bank has complied with the conditions of Corporate Governance as stipulated in the above-mentioned Listing Agreement.

We state that no investor grievance is pending for a period exceeding one month against the Bank as per records maintained by the Shareholders/Investors Grievance Committee.

We further state that such compliance is neither an assurance as to the future viability of the Bank nor efficiency or effectiveness with which the management has conducted the affairs of the Bank.

For N. M. RAIJI & CO. For S. R. BATLIBOI & CO.
Chartered Accountants Chartered Accountants
   
JAYESH M. GANDHI per VIREN H. MEHTA
Partner a Partner
   
Mumbai: April 25, 2003  

51






Management’s Discussion & Analysis

FINANCIALS AS PER INDIAN GAAP

The Appointed Date for the merger of erstwhile ICICI Limited (ICICI) and two of its wholly-owned subsidiaries, ICICI Personal Financial Services Limited (ICICI PFS) and ICICI Capital Services Limited (ICICI Capital) with ICICI Bank (“the merger”) was March 30, 2002. Accordingly, ICICI Bank’s profit and loss account for fiscal 2003 includes the full impact of the merger, whereas the Bank’s profit and loss account for fiscal 2002 included the results of operations of ICICI, ICICI PFS and ICICI Capital for only two days i.e. March 30 and 31, 2002. ICICI Bank’s profit and loss account for fiscal 2003 is therefore not comparable with the profit and loss account for fiscal 2002.

ICICI Bank’s operating profit (profit before provisions and tax, excluding gain on sale of ICICI Bank shares) increased to Rs. 13.80 billion in fiscal 2003 as compared to Rs. 5.45 billion in fiscal 2002. During fiscal 2003, the ICICI Bank Shares Trust divested 101.4 million shares of the Bank (transferred to the Trust by ICICI prior to the merger in accordance with the Scheme of Amalgamation) to strategic and institutional investors, resulting in capital gains of Rs. 11.91 billion for the Bank. During fiscal 2003, the Bank made total provisions and write-offs (including accelerated/ additional provisions and write-offs against loans and investments, primarily relating to ICICI’s portfolio) of Rs. 17.91 billion. On account of deferred tax asset arising out of provisions made in fiscal 2003 and utilisation of fair value provisions against ICICI’s portfolio created at the time of the merger and after taking into account the tax charge for the period, there was a net credit of Rs. 4.26 billion on account of Income tax. Profit after tax for fiscal 2003 was Rs. 12.06 billion compared to Rs. 2.58 billion for fiscal 2002.

Operating Results Data

Rs. billion
  Fiscal 2002   Fiscal 2003  
Interest income 21.52   93.68  
Interest expenditure 15.59   79.44  
Net interest income 5.93   14.24  
Non-interest income 5.75   19.67  
– Fee income1 2.72   8.47  
– Treasury income2 2.92   4.47  
– Lease income 0.11   5.37  
– Others   1.36  
Operating income 11.68   33.91  
Operating expense 5.98   15.35  
Direct Marketing Agent (DMA) expense3 0.14   1.62  
Lease depreciation 0.11   3.14  
Operating profit 5.45   13.80  
Profit on sale of ICICI Bank shares   11.91  
Provisions (including additional/accelerated provisions),        
net of write-backs 2.55   17.91  
Tax, net of deferred tax 0.32   (4.26)  
Profit after tax 2.58   12.06  

1 Includes merchant foreign exchange income.

2 Excludes merchant foreign exchange income.

3 Other than on auto loans, which is reduced from the interest income.

52






Management’s Discussion & Analysis

Net Interest Income and Spread Analysis

Rs. billion, except percentages
  Fiscal 2002   Fiscal 2003  
Average interest-earning assets 222.39   905.16  
Interest income 21.52   92.391  
Average interest-bearing liabilities 207.37   891.62  
Total interest expenses 15.59   79.44  
Net interest income 5.93   12.95  
Net interest margin 2.67%   1.43%  
Average yield (1) 9.68%   10.21%  
Average cost of funds (2) 7.52%   8.91%  
Average cost of deposits 7.28%   6.77%  
Yield spread (1) – (2) 2.16%   1.30%  

1 Excluding dividend income of Rs. 1.29 billion.

The total interest income increased to Rs. 92.39 billion (excluding all dividend income) in fiscal 2003 compared to Rs. 21.52 billion in fiscal 2002, due to an increase in the average volume of interest-earning assets to Rs. 905.16 billion in fiscal 2003 from Rs. 222.39 billion in fiscal 2002. The yield on average interest earning assets was 10.21% for fiscal 2003 compared to 9.68% for fiscal 2002. The increase in yield was primarily on account of the higher-yielding loan portfolio of ICICI transferred to the Bank on merger. This was offset by the increase in lower-yielding Government securities portfolio and cash reserves with RBI, in compliance with Statutory Liquidity Ratio (SLR) and Cash Reserve Ratio (CRR) requirements on ICICI’s outstanding liabilities transferred to the Bank on merger. The average volume of investment in Government securities increased by about Rs. 161.50 billion to Rs. 246.19 billion in fiscal 2003. ICICI Bank reduces the amortisation of premium on SLR investments in the “Held-to-Maturity” category from the interest income. This amortisation charge was Rs. 1.36 billion for fiscal 2003. ICICI Bank also reduces Direct Marketing Agent (DMA) commissions on auto loans from the interest income. These commissions are expensed upfront and not amortised. The auto DMA commissions reduced from the interest income in fiscal 2003 were Rs. 1.57 billion. Interest income also includes Rs. 0.24 billion of interest on Income-tax refund.

During fiscal 2003, the Bank adopted a new accounting policy for non-accrual of income on certain loans, including assistance to projects under implementation where the implementation has been significantly delayed and, in the opinion of the management, significant uncertainties exist as to the final financial closure and/or date of completion of the project; although such non-accrual is not required by RBI norms. Dividend income (other than from subsidiaries) of Rs. 1.29 billion (including Rs. 0.53 billion of dividend income from mutual fund units) is included in interest income in accordance with RBI norms, but is excluded for the purpose of spread analysis.

53






Management’s Discussion & Analysis

Aggregate interest expense increased to Rs. 79.44 billion in fiscal 2003 from Rs. 15.59 billion in fiscal 2002, due to increase in average interest bearing liabilities to Rs. 891.62 billion for fiscal 2003 from Rs. 207.37 billion for fiscal 2002 and increase in total cost of funds to 8.91% in fiscal 2003 from 7.52% in fiscal 2002. The increase in cost of funds was primarily due to the impact of the higher-cost borrowings of ICICI transferred to the Bank on merger. This was partially offset by the repayment of Rs. 224.00 billion of ICICI’s liabilities and reduction in the cost of deposits. The average cost of deposits declined to 6.77% for fiscal 2003 from 7.28% for fiscal 2002.

ICICI Bank’s net interest margin and yield spread were adversely impacted by the large investments made in Government securities and cash balances with RBI in the latter half of fiscal 2002 to comply with SLR and CRR requirements on ICICI’s outstanding higher-cost liabilities transferred to the Bank on merger. The yield spread decreased by 86 basis points to 1.30% in fiscal 2003 from 2.16% in fiscal 2002.

Non-Interest Income

Non-interest income increased to Rs. 19.67 billion in fiscal 2003 as compared to Rs. 5.75 billion in fiscal 2002. The components of non-interest income are discussed below:

Fee Income

Fee income increased to Rs. 8.47 billion in fiscal 2003 as compared to Rs. 2.72 billion in fiscal 2002. Retail banking fee income increased to Rs. 3.21 billion in fiscal 2003 as compared to Rs. 1.07 billion in fiscal 2002, primarily due to the growth in loan-processing fees, income from credit cards and other retail banking services. The number of credit cards increased to about 1 million at March 31, 2003 from about 0.6 million at March 31, 2002. Corporate banking fee income increased to Rs. 5.26 billion in fiscal 2003 from Rs. 1.65 billion in fiscal 2002, driven primarily by increase in transaction banking and other fees.

Treasury Income

The total income from treasury-related activities increased to Rs. 4.47 billion in fiscal 2003 from Rs. 2.92 billion in fiscal 2002, due to the increase in trading profits on Government securities and corporate debt trading as a result of the declining interest rate environment. Profit from foreign exchange transactions is net of forward premium expenses of Rs. 0.64 billion on foreign currency liabilities.

Lease Income

Leased assets of Rs. 22.27 billion were transferred to the Bank from ICICI on merger. Leased assets of Rs. 17.70 billion were outstanding at March 31, 2003. Gross lease income for fiscal 2003 was Rs. 5.37 billion and the related lease depreciation was Rs. 3.14 billion.

Others

Other non-interest income in fiscal 2003 includes dividend income received from subsidiaries of Rs. 1.09 billion.

54






Management’s Discussion & Analysis

Operating Expense

Operating expense for fiscal 2003 was Rs. 15.35 billion (excluding lease depreciation of Rs. 3.14 billion and DMA expense of Rs.1.62 billion) compared to Rs. 5.98 billion for fiscal 2002. The increase in operating expense was primarily due to inclusion of the operations of ICICI, ICICI Capital and ICICI PFS and the growth in the retail franchise, including lease and maintenance of ATMs, credit card expenses, call centre expenses and technology expenses. The number of savings accounts increased to about 4.26 million at March 31, 2003 from about 2.1 million at March 31, 2002. The credit and debit cards increased to about 4.50 million at March 31, 2003 from about 1.30 million at March 31, 2002. The number of ATMs increased to 1,675 at March 31, 2003 from 1,000 at March 31, 2002. The operating expenses as a percentage to average assets was 1.46% for fiscal 2003 compared to 2.55% for fiscal 2002.

The following table sets forth, for the periods indicated, the break-up of the principal components of operating expense.

Rs. billion
  Fiscal 2002   Fiscal 2003  
Salary 1.47   4.03  
Rents, taxes & lighting 0.66   1.12  
Printing & stationery 0.35   0.75  
Postage & courier 0.38   1.04  
Repairs & maintenance 0.78   1.45  
Insurance 0.14   0.25  
Bank charges 0.12   0.23  
Depreciation 0.52   1.91  
Others 1.56   4.57  
Operating expenses 5.98   15.35  

DMA Expense

ICICI Bank incurred DMA expenses of Rs. 1.62 billion on the retail asset portfolio (other than auto loans). Retail assets increased to Rs. 191.32 billion at March 31, 2003 from Rs. 61.25 billion at March 31, 2002.

Provisions and Write-offs

ICICI Bank makes provisions/write-offs aggregating 50% of the secured portion of non-performing assets over a three-year period instead of the five-and-a-half year period prescribed by RBI. Loss assets and the unsecured portion of doubtful assets are fully provided for / written off. Additional provisions are made against specific non-performing assets if considered necessary by the management. For restructured or rescheduled assets, provision is made in accordance with the guidelines issued by the RBI, which require that the difference between the present values of the future interest as per the original loan agreement and the present values of future interest on the basis of the rescheduled terms be provided at the time of restructuring.

55






Management’s Discussion & Analysis

ICICI Bank has adopted a conservative general provisioning policy for its standard asset portfolio. The Bank had already created fair valuation provisions against the corporate and project finance portfolio acquired from ICICI in the merger. While Reserve Bank of India guidelines require only a 0.25% general provision against standard assets, ICICI Bank makes additional general provisions against standard assets having regard to overall portfolio quality, asset growth, economic conditions and other risk factors. During the year, ICICI Bank also made additional/accelerated provisions against loans and other assets, primarily relating to ICICI’s portfolio.

ICICI Bank made aggregate provisions and write-offs of Rs. 17.91 billion, net of write-backs, in fiscal 2003.

Income-Tax Expense

On account of deferred tax asset arising out of provisions made in fiscal 2003 and utilisation of fair value provisions against ICICI’s portfolio created at the time of the merger and after taking into account the tax charge for the period, there was a net credit of Rs. 4.26 billion on account of Income tax. Deferred-tax asset has been accounted for in accordance with the provisions of Accounting Standard 22 issued by the Institute of Chartered Accountants of India, which requires recognition of deferred-tax assets and liabilities for the expected future tax consequences of the events that have been included in the financial statements or tax returns. Charge to profit for tax expense in fiscal 2002 was Rs. 0.32 billion after deferred-tax credit of Rs. 0.90 billion.

FINANCIAL CONDITION

The following table sets forth, for the periods indicated, the summarised balance sheet of ICICI Bank.

Rs. billion
  March 31,   March 31,  
  2002   2003  
Assets:        
Cash, balances with banks & SLR 355.78   320.72  
– Cash & balances with RBI & banks 127.86   64.89  
– SLR investments 227.92   255.83  
Advances 470.35   532.79  
Debentures & bonds 64.36   56.90  
Other investments 66.63   41.89  
Fixed assets 42.39   40.61  
Other assets 41.55   75.21  
Total assets 1,041.06   1,068.12  
Liabilities:        
Equity capital & reserves 62.45   69.33  
– Equity capital 6.13   6.13  
– Reserves 56.32   63.20  
Preference capital 3.50   3.50  
Deposits 320.85   481.69  
– Savings deposits 24.97   37.93  
– Current deposits 27.36   36.89  
– Term deposits 268.52   406.87  
Borrowings 589.70   440.52  
   Of which: Subordinated debt1 97.51   97.50  
Other liabilities 64.56   73.08  
Total liabilities 1,041.06   1,068.12  

1 Included in ‘other liabilities’ in schedule 5 of the balance sheet.

56






Management’s Discussion & Analysis

ICICI Bank’s total assets increased marginally to Rs. 1,068.12 billion at March 31, 2003 from Rs. 1,041.06 billion at March 31, 2002. Net advances increased to Rs. 532.79 billion at March 31, 2003 from Rs. 470.35 billion at March 31, 2002. Retail assets increased to about Rs. 191.32 billion at March 31, 2003 constituting about 18% of total assets as compared to about 6% of total assets at March 31, 2002. Cash, balances with Reserve Bank of India and banks, money at call and short notice and SLR investments at March 31, 2003 were Rs. 320.72 billion compared to Rs. 355.78 billion at March 31, 2002. Total investments at March 31, 2003 decreased marginally to Rs. 354.62 billion compared to Rs. 358.91 billion at March 31, 2002. SLR investments included in total investments were Rs. 255.83 billion at March 31, 2003 compared to Rs. 227.92 billion at March 31, 2002. Other assets increased to Rs. 75.21 billion at March 31, 2003 from Rs. 41.55 billion at March 31, 2002. Other assets at March 31, 2003 include Rs. 15.32 billion of application money on shares and debentures, while at March 31, 2002, application money on shares debentures (aggregating Rs. 9.21 billion at that date) were included in investments.

The net worth at March 31, 2003 increased to Rs. 69.33 billion from Rs. 62.45 billion at March 31, 2002. Total deposits increased 50.1% to Rs. 481.69 billion at March 31, 2003 from Rs. 320.85 billion at March 31, 2002. ICICI Bank’s savings account deposits increased to Rs. 37.93 billion at March 31, 2003 from Rs. 24.97 billion at March 31, 2002, while current account deposits increased to Rs. 36.89 billion at March 31, 2003 from Rs. 27.36 billion at March 31, 2002. Term deposits increased to Rs. 406.87 billion at March 31, 2003 from Rs. 268.52 billion at March 31, 2002. Of the term deposits, value-added savings / current account deposits were about Rs. 85.74 billion at March 31, 2003 compared to about Rs. 53.42 billion at March 31, 2002. Total deposits at March 31, 2003 constituted 52.2% of ICICI Bank’s funding. Borrowings (including subordinated debt) decreased to Rs. 440.52 billion at March 31, 2003 from Rs. 589.70 billion at March 31, 2002. Of the total borrowings, borrowings raised by ICICI prior to the merger declined to Rs. 372.50 billion at March 31, 2003 from Rs. 582.10 billion at March 31, 2002. ICICI Bank raised about Rs. 25.00 billion through bond issues in the last quarter of fiscal 2003.

ICICI Bank’s total capital adequacy ratio at March 31, 2003 at 11.10% (including Tier-l capital adequacy of 7.05%) was significantly higher than the minimum requirement of 9% as per regulatory norms. Deferred-tax asset of Rs. 4.88 billion has been deducted from Tier-l capital in compliance with RBI guidelines. In accordance with RBI guidelines, Tier-l capital includes Rs. 2.31 billion out of the face value of Rs. 3.50 billion of 20-year non-cumulative preference shares issued to ITC Limited as a part of the scheme for merger of ITC Classic Finance Limited with ICICI. The table overleaf sets forth, for the periods indicated, details on ICICI Bank’s capital adequacy ratio.

57






Management’s Discussion & Analysis


Rs. billion, except percentages
  March 31, 2002   March 31, 2003  

  Amount   % of Risk-   Amount   % of Risk-  
      weighted       weighted  
      assets       assets  
Tier-I capital 58.87   7.47   58.071   7.05  
Tier-II capital2 31.25   3.97   33.39   4.05  
Total capital 90.12   11.44   91.46   11.10  
Risk-weighted assets 787.73       823.81      

1 Deferred-tax asset of Rs. 4.88 billion netted off as per RBI guidelines.

2 Includes general provisions of Rs. 1.54 billion in fiscal 2002 and Rs. 3.08 billion in fiscal 2003.

Select Ratios

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

  Fiscal 2002   Fiscal 2003
Return on Net Worth (%) 17.75   18.30
Return on Assets1 1.10   1.15
Earnings per Share (Rs.) 11.61   19.68
Book Value (Rs.) 101.88   113.10
Cost to income (%)2 51.69   49.88
Cost to average assets (%)2 2.55   1.46

1 Return on assets is based on average daily assets.

2 Cost includes operating expense excluding DMA expense and lease depreciation. Total income includes net interest income and non-interest income (excluding gain on sale of ICICI Bank shares and net of lease depreciation).

CONSOLIDATED ACCOUNTS

The consolidated profit after tax was Rs. 11.52 billion including the results of operations of subsidiaries and affiliates of ICICI that became subsidiaries and affiliates of the Bank on merger. Future bonus provisions and non-amortisation of expenses by ICICI Prudential Life Insurance Company in line with insurance company accounting norms had a negative impact of Rs. 1.09 billion on the Bank’s consolidated profit. Life insurance companies worldwide require five to seven years to achieve break-even, in view of the business set-up and customer acquisition costs in the initial years as well as reserving for actuarial liability. The deficit in the initial years is usually higher for faster growing companies; the profit streams after break-even is achieved are expected to be correspondingly higher.

RECONCILIATION OF PROFITS AS PER INDIAN GAAP AND US GAAP

There are significant differences in the basis of accounting between US GAAP and Indian GAAP. Therefore, the financial statements under US GAAP and Indian GAAP for the Bank are not comparable. The impact of the key differences is set out overleaf:

58






Management’s Discussion & Analysis


a. ICICI Bank’s net worth as per US GAAP on March 31, 2003 was Rs. 92.21 billion, which was significantly higher than the consolidated net worth as per Indian GAAP of Rs. 66.72 billion.
   
b. Under Indian GAAP, capital gains of Rs. 11.91 billion on the sale of shares of ICICI Bank and provisions of Rs. 17.91 billion were both accounted for in the profit and loss account. US GAAP requires the capital gains to be directly added to the net worth without being routed through the profit and loss account while provisions of Rs. 22.26 billion were accounted for in the profit and loss account under US GAAP.
   
  Thus, while the US GAAP profit and loss account does not include the capital gains, it includes the full negative impact of the provisions.
   
c. Under US GAAP, ICICI is deemed to have acquired ICICI Bank and therefore ICICI Bank’s assets were fair-valued while accounting for the merger. Thus, ICICI Bank’s investment portfolio on the date of the merger was marked-to-market with a positive impact on the value of the portfolio and the net worth. As a result, treasury gains of Rs. 4.47 billion realized during the year and recognized as treasury income under Indian GAAP were lower by Rs. 2.15 billion as this amount was already recognized in the opening net worth under US GAAP.

The technical accounting differences in respect of capital gains and treasury gains alone have a negative impact of Rs. 14.06 billion on the US GAAP profit and loss account, although the positive impact is accounted for in the net worth.

As a result of the significant differences in the basis of accounting under US GAAP and Indian GAAP, the Bank’s US GAAP accounts show a loss of Rs. 7.98 billion in fiscal 2003. A condensed reconciliation of consolidated profit after tax as per Indian GAAP with net income as per US GAAP for fiscal 2003 is set out in the following table :

Rs. billion
Audited consolidated profit after tax as per Indian GAAP 11.52
Adjustments 1:  
Profit on sale of ICICI Bank shares (11.91)
Higher provision for loans & investments through profit & loss  
account in US GAAP as compared to Indian GAAP (4.93)
Lower treasury income, already reflected in US GAAP stockholders  
equity due to fair valuation of HTM securities on merger (2.15)
Amortization of intangibles / debt issue cost / fair values (net) (0.84)
Net impact of fee and expense amortization 0.49
Other adjustments (including deferred taxation) (0.16)
Audited net income as per US GAAP (7.98)

1 Certain items have been aggregated/combined as considered appropriate.

59






Management’s Discussion & Analysis

ASSET QUALITY AND COMPOSITION

Loan Portfolio

ICICI Bank follows a strategy of building a diversified and de-risked asset portfolio and limiting or correcting concentrations in particular sectors.

ICICI Bank limits its exposure to any particular industry to 15.0% of its total exposure. The following table sets forth ICICI Bank’s industry-wise exposure at March 31, 2002 and at March 31, 2003.

Rs. billion, except percentages
  March 31,   March 31,
  2002   2003

Industry % of total   % of total   Exposure1
Retail 7.9   22.8   191.32
Power 11.2   10.1   85.01
Iron & steel 11.1   9.6   80.42
Services 9.3   8.5   71.61
Telecommunications 5.1   5.2   44.03
Textiles 6.2   4.9   41.06
Crude petroleum & refining 5.4   4.1   34.11
Engineering 3.5   3.4   28.93
Electronics 2.9   2.7   22.41
Metal & metal products 2.5   2.4   20.04
Cement 2.8   2.3   19.31
Petrochemicals 1.2   2.1   17.83
Roads, ports & railways 1.4   1.9   16.28
Chemicals 2.5   1.7   13.96
Automobiles 2.3   1.6   13.50
Fertilisers 1.3   1.6   13.08
Paper & paper products 2.2   1.5   12.56
Food processing 1.4   1.4   11.83
Man-made fibres 1.5   1.4   11.52
Hotels 1.6   1.2   10.10
Sugar 1.1   1.0   8.60
Plastics 1.4   1.0   8.57
Shipping 1.0   0.8   6.98
Non-banking finance companies 1.3   0.7   5.92
Drugs & pharmaceuticals 1.2   0.7   5.53
Rubber & rubber products 0.5   0.3   2.91
Mining 1.1   0.3   2.62
Other infrastructure 0.3   0.2   1.87
Miscellaneous 8.8   4.6   38.68
Total 100.0   100.0   840.59

1 Includes principal outstanding, charges and non-fund-based exposures at 50%.

60






Management’s Discussion & Analysis

At March 31, 2003, the largest exposure was to retail finance, which constituted 22.8% of total exposure. Other sectors that constituted a significant portion of exposure were power (10.1%), iron & steel (9.6%) and services (8.5%).

As per RBI guidelines, the current exposure ceiling for a single borrower is 15% of total capital and for a group of borrowers is 40% of total capital. However, in the case of financing for infrastructure projects, the limit for a single borrower may be extended to 20% of total capital and for a group may be extended to 50% of total capital. Total capital comprises Tier-I and Tier-II capital as defined for determining capital adequacy.

The largest borrower at March 31, 2003 accounted for approximately 2.4% of ICICI Bank’s total exposure and 22.3% of ICICI Bank’s total capital. The Bank has received RBI’s permission to exceed the exposure limit for this borrower. The largest borrower group at March 31, 2003 accounted for approximately 4.8% of ICICI Bank’s total exposure and 44.2% of ICICI Bank’s total capital which is within the prescribed limit taking into account infrastructure financing. At March 31, 2003, ICICI Bank’s ten largest individual borrowers in aggregate accounted for approximately 12.0% of its total exposure and its ten largest borrower groups in aggregate accounted for approximately 23.1% of its total exposure.

CLASSIFICATION OF LOAN ASSETS

All credit exposures are classified as per RBI guidelines into performing and non-performing assets. Further, non-performing assets are classified into sub-standard, doubtful and loss assets. The RBI guidelines require restructured assets to be separately disclosed.

The following table sets forth classification of net customer assets (net of write-offs and provisions) of ICICI Bank at March 31, 2002 and at March 31, 2003.

Rs. billion
  March 31,   March 31,
  2002   2003
Loss assets  
Doubtful assets 21.80   19.90
Sub-standard assets 12.57   12.52
   Of which, restructured sub-standard assets 0.18  
Less: general provisions held against non-performing assets 7.16   0.91
Standard assets 548.05   609.00
   Of which, restructured standard assets 46.98   89.43
Net customer assets 575.26   640.51

1 All loss assets have been written off or provided for.

2 Provisions of Rs. 0.91 billion are held as general provisions against non-performing assets at March 31, 2003.

61






Management’s Discussion & Analysis

The ratio of net non-performing assets to net customer assets increased marginally to 4.9% at March 31, 2003 from 4.7% at March 31, 2002. At March 31, 2003, the gross non-performing assets (net of write-offs) were Rs. 58.89 billion compared to Rs. 53.69 billion at March 31, 2002. Including write-offs against ICICI’s assets, the gross non-performing loans at March 31, 2003 were Rs. 84.14 billion compared to Rs. 74.66 billion at March 31, 2002. The coverage ratio (i.e. total provisions and write-offs made against non-performing assets as a percentage of gross non-performing assets) at March 31, 2003 was 62.6% compared to 63.6% at March 31, 2002. In addition, ICICI Bank held a provision cover of 5.5% against its performing corporate portfolio.

At March 31, 2003, the net outstanding amount of the 20 largest non-performing cases where ICICI Bank has decided to recall loans and enforce its security interest against the borrowers was Rs. 6.76 billion with no individual borrower accounting for more than Rs. 1.19 billion. At March 31, 2003, the net outstanding amount of the 20 largest non-performing cases, other than where ICICI Bank had decided to recall loans, aggregated Rs. 10.36 billion, with no individual borrower accounting for more than Rs. 1.39 billion.

Classification of Non-Performing Loans by Industry

The following table sets forth the classification of net non-performing loans by industry sector at March 31, 2002 and March 31, 2003.

Rs. billion, except percentages
  March 31,   March 31,
  2002   2003

  % of total   % of total   Net
          outstanding
Textiles 15.1   16.3   5.27
Iron & steel 15.4   13.3   4.30
Man-made fibres 8.3   9.8   3.17
Engineering 7.0   8.9   2.90
Chemicals 7.9   8.7   2.83
Metal & metal products 5.8   6.9   2.23
Services 0.7   4.8   1.57
Food processing 4.9   3.2   1.04
Paper & paper products 4.0   3.0   0.96
Petrochemicals 4.0   2.7   0.87
Drugs 3.4   2.5   0.81
Cement 3.0   2.4   0.79
Plastic 2.7   2.1   0.69
Electronics 2.2   2.0   0.65
Sugar 1.6   1.9   0.63
Rubber & rubber products 0.7   0.7   0.23
Shipping 0.9   0.6   0.19
Non-banking finance companies 0.9   0.2   0.07
Hotels 1.5   0.2   0.05
Miscellaneous & others 10.0   9.8   3.17
Total of above 100.0   100.0   32.42
Less: general provisions against non-performing loans         0.91
Net non-performing loans         31.51

62






   
  Section 217
  Statement pursuant to Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 (forming part of the Directors’ Report for the year ended March 31, 2003) in respect of employees of ICICI Bank Limited

        Remuneration            
        Received            
    Desig./  
  Expe-           Date of    
    Nature           rience         Commence-    
    of   Gross   Net   (in                ment of    
Name, Qualifications and Age (in years)   Duties***   (Rs.)   (Rs.)   years)   Employment   Last Employment

Bagchi Anup, B.Tech (Chem.), PGDM, (32)   DGM   2419517   1593956   11   26-05-92  
Bakshi Sandeep, B.Sc, PGDBM, (42)*   GM   2431289   1586007   19   01-12-86   Project Co-ordinator, The United Group
Basu Arnab, BE (Elec.), PGDM, (36)   DGM   2554220   1682780   12   15-01-92   Ex. Assistant to MD, INCAB Industries
Batra Mohit, BE (Prod.), MS, (37)   JGM   2638270   1715923   11   24-04-92  
Bharathan K., B.Com, ACA, (52)   GM   2848122   1789931   26   16-12-81   Manager, Lakshmi Vilas Bank Limited
Chakraborty Suvalaxmi, (Ms.), B.Com, CA, (36)   JGM   3291038   2139748   15   01-02-89   Junior Officer, Price Waterhouse
Daruwala Zarin, (Ms.), B.Com, CS, CA, (38)   DGM   2714815   1742813   14   21-06-89  
Gopinath M.N., B.Com, MBA, CAIIB, (54)   GM   3375091   2181114   34   01-06-95   Asst. General Manager, Bank of India
Gupte Lalita D., (Ms.), BA (Hons.), MMS, (54)+   JMD   7091789   4235830   32   15-06-71  
Kamath K.V., BE (Mech.), PGDBA, (55)+   MD&CEO   6939387   3899519   32   01-05-96   Adviser to the Chairman, Bakrie Group, Indonesia
Kannan N.S., BE( Mech.), PGDM, (37)   GM   4161482   2712387   15   02-05-91   Executive, SRF Limited
Kannan R, M.Tech (Chem.), DFM, CFA, (55)   GM   3794267   2529339   31   01-06-77   Process Design Engr., Southern Nitro Chemical Limited
Karati A., B.Com, LLB, (57)   GM   4288697   2649846   39   01-08-78   The India Machinery Company Limited
Kerkar Sanjiv, B.Tech (Chem.), MFM, (52)   SGM   5108949   3216318   27   26-11-96   Director-Operations, Asian Finance and Investment
Khasnobis S, BE (Mech.), (48)   GM   3399778   2230150   23   12-01-81   Asst. Indust. Engr., Hindustan Motors Limited
Kochhar Chanda (Ms.), BA, MMS, ICWAI, (41)+   ED   3671811   2172750   19   17-04-84  
Kusre A.T., M.Tech. (Chem.), (53)   GM   3638490   2353408   29   04-01-80   Officer, State Bank of Hyderabad
Madhav Kalyan B.P., BE, PGDM, (33)*   DGM   764394   539125   12   30-06-95   Branch Manager, Standard Chartered Bank
Mehta Jyotin, B.Com, CA, CS, ICWA, (45)   GM&CS   2788787   1733211   20   01-03-00   Vice President, Finance & CS, Bharat Shell
Mhatre Sangeeta V., (Ms.), B.Com, CA, (39)   DGM   2838352   1815386   14   12-06-89  
Mor Nachiket (Dr.), B.Sc, PGDM, Phd, (Fin. Eco.), (39)+   ED   4686642   2960892   16   04-01-01  
Morparia Kalpana (Ms.), B.Sc, LLB, (53)+   ED   7112652   4440418   27   05-11-75   Legal Asst., Malubhai Jamiatram & Madon
Mukerji Ananda, B.Tech., PGDM, (43)   SGM   5015562   3076477   18   15-01-02   CFO, BPL Communications Limited
Mukerji Nita, (Ms.), BA, PGDM, (37)   JGM   2760593   1813855   14   01-06-89  
Mukherji S., BA, MMS, M.Sc. (Lon), (50)+   ED   5262268   3251730   25   02-01-78   Research Associate, London School of Economics
Mulye Vishakha V.,(Ms.) B.Com, CA, (34)   JGM   2969450   1899973   11   01-03-93   Officer, Deutsche Bank
Nambiar Suvek, BE, MBA, (32)   DGM   2474752   1651207   9   02-05-94   Executive, Wipro Infotech
Narayanaswamy Ramesh, BE, (36)*   AGM   622232   557315   10   18-02-93   Assistant Engr, SPIC Heavy Chemicals Divn.
Nirantar R.B., B.Com, BGL, CAIIB, DIR&PM, (48)   GM   2435653   1590146   28   23-05-94   Manager, Union Bank of India
Nirula Ramni, (Ms.), BA, MBA, (50)   SGM   4285579   2630729   27   01-12-75  
Pinge N.D., B.Com, BGL, ACA, (44)   GM   3543304   2181624   19   06-04-98   Director, Anik Financial
Puri-Buch Madhabi, (Ms.), BA, PGDM, DPR (UK), (37)   GM   4017189   2518068   15   02-01-97   Research Director, MARG
Ramkumar K, B.Sc, PGDPM & IR, (41)   GM   3581191   2319354   18   02-07-01   Gen. Manager (HR), ICI India Limited
Ramnath Renuka, (Ms.), BText, MMS, (41)*   GM   4323538   2770791   17   09-07-97   Gen. Manager (HR), ICICI Securities Limited
Rao Mrutyunjaya, BE (Mech.), (47)   GM   4130643   2731143   24   22-03-82   Jr. Executive, Bharat Heavy Electricals Limited
Ravikumar P.H., B.Com, CAIIB, (51)   SGM   3936025   2577860   29   15-07-94   Chief Manager, Bank of India
Sarma P.J.V., B.Tech (Chem.), DFM, AICWA, (45)   GM   2506141   1572865   23   14-07-80  
Shah Devdatt, B.Tech, MBA, (48)*   SGM   14153768   9521614   24   01-01-99   MD (India), Canadian Imperial Bank of Commerce
Shah Nimish, B.Com, ICWA, CA, (32)   DGM   2437937   1537294   11   03-06-93   Ind. Trainee, CitiBank
Shah Shalini, (Ms.), B.Com, FCA, (55)   GM   2715435   1648173   31   25-04-77   Chartered Accountant
Sinor H.N., B.Com, LLB, JAIIB, (58)+   JMD   4490400   2546661   37   01-07-97   Executive Director, Central Bank of India
Srivastava O.P., M.Sc, PGDM, CAIIB, (48)   GM   3031787   2048627   26   03-05-93   Sr. Vice President, PNB Capital Services Limited
Swaminathan Balaji, B.Com, CA, ICWA, (38)   SGM   3796580   2301976   14   01-08-01   Partner, KPMG
Vaidyanathan V., B.Com, MBA, (35)   GM   3195946   2218264   13   06-03-00   Sales Head, CitiBank
Vedasagar R., B.Sc, BL, (50)   GM   2703301   1879981   25   04-07-80   Advocate

* Indicates part of the year        
+ Nature of employment contractual        
*** Designation/Nature of Duties - Abbreviations        
  MD&CEO - Managing Director & Chief Executive Officer JMD - Joint Managing Director ED - Executive Director
  SGM - Senior General Manager GM&CS - General Manager & Company Secretary GM - General Manager
  JGM - Joint General Manager DGM - Deputy General Manager AGM - Assistant General Manager
             
Other employees are in the permanent employment of the Company, governed by its rule and conditions of service.

Notes:

1. Gross remuneration includes Salary, Bank’s contribution to Provident and Superannuation Funds etc.
2. Net remuneration is shown after deduction from gross remuneration of contribution to Provident and Superannuation Fund, Profession Tax & Income Tax.
3. None of the employees mentioned above is a relative of any Director.
4. Designation, Nature of Duties and Remuneration are as on March 31, 2003.

For and on behalf of the Board

N. VAGHUL
Chairman

Mumbai, July 11, 2003

 

F1








financials

 

 

F2






   
  auditors’ report
  to the members of ICICI BANK LIMITED

1.  We have audited the attached Balance Sheet of ICICI Bank Limited (the ‘Bank’) as at MarchG31, 2003 and also the Profit and Loss Account and Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Bank’s management. Our responsibility is to express an opinion on these financial statements based on our audit.
   
2. We conducted our audit in accordance with the auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
   
3.  In accordance with the provisions of Section 29 of the Banking Regulation Act, 1949 (‘the Banking Regulation Act’) read with the provisions of sub-sections (1), (2) and (5) of Section 211 and sub-section (5) of Section 227 of the Companies Act, 1956 (‘the Companies Act’), the balance sheet and the profit and loss account, are not required to be and are not drawn up in accordance with Schedule VI to the Companies Act. The balance sheet and profit and loss account are, therefore drawn up in conformity with Forms A and B (revised) of the Third Schedule to the Banking Regulation Act.
   
4. We report that :
   
  a)   We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purposes of our audit and have found them to be satisfactory;
     
  b) In our opinion, the transactions of the Bank which have come to our notice have been within its powers;
     
  c) In our opinion, proper books of account as required by law have been kept by the Bank so far as appears from our examination of those books and proper returns adequate for the purposes of our audit have been received from the branches not visited by us;
     
  d) The balance sheet and profit and loss account dealt with by this report are in agreement with the books of account;
     
  e) In our opinion, the balance sheet, profit and loss account and cash flow statement dealt with by this report comply with the accounting standards referred to in sub-section (3C) of SectionG211 of the Companies Act, insofar as they apply to the Bank;
     
  f) On the basis of written representations received from the directors, as on March 31, 2003, and taken on record by the Board of Directors, we report that none of the directors is disqualified from being appointed as a director in terms of clauseG(g) of sub-sectionG(1) of SectionG274 of the Companies Act;
     
  g) In our opinion and to the best of our information and according to the explanations given to us, the said accounts read together with the notes thereon give the information required by the Companies Act in the manner so required for banking companies, and give a true and fair view in conformity with the accounting principles generally accepted in India:
       
    i. in case of the balance sheet, of the state of the affairs of the Bank as at March 31, 2003;
       
    ii. in case of the profit and loss account, of the profit for the year ended on that date; and
       
    iii. in case of cash flow statement, of the cash flows for the year ended on that date.

For N.M. RAIJI & CO. For S.R. BATLIBOI & CO.
Chartered Accountants Chartered Accountants
   
JAYESH M. GANDHI per VIREN H. MEHTA
Partner a Partner
   
Mumbai: April 25, 2003  
   
  F3





   
  balance sheet
as at March 31, 2003

          As on
  Schedule   (Rs. in ‘000s)   31.03.2002
CAPITAL AND LIABILITIES          
Capital 1   9,626,600   9,625,472
Reserves and Surplus 2   63,206,538   56,324,080
Deposits 3   481,693,063   320,851,111
Borrowings 4   343,024,203   492,186,592
Other liabilities and provisions 5   170,569,258   162,075,756
     
 
   TOTAL     1,068,119,662   1,041,063,011
     
 
ASSETS          
Cash and balance with Reserve Bank of India 6   48,861,445   17,744,682
Balances with banks and money at call and short notice 7   16,028,581   110,118,817
Investments 8   354,623,002   358,910,797
Advances 9   532,794,144   470,348,661
Fixed Assets 10   40,607,274   42,393,443
Other Assets 11   75,205,216   41,546,611
     
 
   TOTAL     1,068,119,662   1,041,063,011
     
 
           
Contingent liabilities 12   894,385,070   394,465,858
Bills for collection     13,367,843   13,234,184
Significant Accounting Policies and Notes to Accounts 18        
Cash Flow Statement 19        
           
           

The Schedules referred to above form an integral part of the Balance Sheet.

As per our Report of even date For and onbehalf of the Board of Directors
       
For N.M. RAIJI & CO.   N. VAGHUL K. V. KAMATH
Chartered Accountants   Chairman Managing Director & CEO
       
JAYESH M. GANDHI   LALITA D. GUPTE KALPANA MORPARIA
Partner   Joint Managing Director Executive Director
       
For S.R. BATLIBOI & CO.   NACHIKET MOR CHANDA D. KOCHHAR
Chartered Accountants   Executive Director Executive Director
       
per VIREN H. MEHTA   S. MUKHERJI BALAJI SWAMINATHAN
a Partner   Executive Director Senior General Manager
       
  JYOTIN MEHTA N.S. KANNAN G. VENKATAKRISHNAN
Place : Mumbai General Manager & Chief Financial Officer & General Manager -
Date : April 25, 2003 Company Secretary Treasurer Accounting & Taxation Group

F4






   
  profit and loss account
  for the year ended March 31, 2003

            Year ended  
    Schedule   (Rs. in ‘000s)   31.03.2002  
I. INCOME            
  Interest earned 13   93,680,561   21,519,297  
  Other income 14   19,677,741   5,746,598  
  Profit on sale of shares of ICICI Bank Limited            
  held by erstwhile ICICI Limited     11,910,517    
       
 
 
  TOTAL     125,268,819   27,265,895  
       
 
 
II. EXPENDITURE            
  Interest expended 15   79,439,989   15,589,235  
  Operating expenses 16   20,116,900   6,225,770  
  Provisions and contingencies 17   13,650,139   2,867,900  
       
 
 
  TOTAL     113,207,028   24,682,905  
       
 
 
III. PROFIT/LOSS            
  Net profit for the year     12,061,791   2,582,990  
  Profit brought forward     195,614   8,294  
       
 
 
  TOTAL     12,257,405   2,591,284  
       
 
 
IV. APPROPRIATIONS/TRANSFERS            
  Statutory Reserve     3,020,000   650,000  
  Transfer from Debenture Redemption Reserve     (100,000)    
  Capital Reserves     2,000,000    
  Investment Fluctuation Reserve     1,000,000   160,000  
  Special Reserve     500,000   140,000  
  Revenue and other Reserves     600,000   960,000  
  Proposed equity share Dividend     4,597,758    
  Proposed preference share Dividend     35    
  Interim dividend paid       440,717  
  Corporate dividend tax     589,092   44,953  
  Balance carried over to Balance Sheet     50,520   195,614  
       
 
 
  TOTAL     12,257,405   2,591,284  
       
 
 
Significant Accounting Policies and Notes to Accounts 18          
Cash Flow Statement 19          
Earning per Share (Refer Note B. 9 )            
  Basic (Rs.)     19.68   11.61  
  Diluted (Rs.)     19.65   11.61  
               
               

The Schedules referred to above form an integral part of the Profit and Loss Account.

As per our Report of even date For and onbehalf of the Board of Directors
       
For N.M. RAIJI & CO.   N. VAGHUL K. V. KAMATH
Chartered Accountants   Chairman Managing Director & CEO
       
JAYESH M. GANDHI   LALITA D. GUPTE KALPANA MORPARIA
Partner   Joint Managing Director Executive Director
       
For S.R. BATLIBOI & CO.   NACHIKET MOR CHANDA D. KOCHHAR
Chartered Accountants   Executive Director Executive Director
       
per VIREN H. MEHTA   S. MUKHERJI BALAJI SWAMINATHAN
a Partner   Executive Director Senior General Manager
       
  JYOTIN MEHTA N.S. KANNAN G. VENKATAKRISHNAN
Place : Mumbai General Manager & Chief Financial Officer & General Manager -
Date : April 25, 2003 Company Secretary Treasurer Accounting & Taxation Group

F5



   
  schedules
forming part of the Balance Sheet

      As on  
  (Rs. in ‘000s)   31.03.2002  
         
SCHEDULE 1 — CAPITAL        
         
Authorised Capital        
         
1,550,000,000 equity shares of Rs. 10 each        
[Previous year 300,000,000 equity shares of Rs. 10 each] 15,500,000   3,000,000  
         
350 preference shares of Rs. 10 million each 3,500,000    
 
 
 
Issued, Subscribed and Paid-up Capital        
613,031,404 [Previous year 220,358,680] equity shares of Rs. 10 each1 6,130,314   2,203,587  
         
Less: Calls unpaid (3,744)    
         
Add: Issued 3,000 equity shares of Rs. 10 each on exercise of        
   employee stock option 30    
         
Share Capital Suspense [Net]        
[Previous year: represents face value of 392,672,724 equity shares to        
be issued to share holders of ICICI Limited on amalgamation]   3,921,885  
         
Preference Share Capital2        
[Represents face value of 350 preference shares of Rs. 10 million each        
issued to preference share holders of erstwhile ICICI Limited on        
amalgamation redeemable at par on April 20, 2018] 3,500,000    
         
Preference Share Capital Suspense2        
[Represents face value of 350 preference shares to be issued to        
preference share holders of ICICI Limited on amalgamation redeemable        
at par on April 20, 2018]   3,500,000  
 
 
 
      TOTAL 9,626,600   9,625,472  
 
 
 

1. Includes :
  a) 31,818,180 underlying equity shares consequent to the ADS issue
  b) 23,539,800 equity shares issued to the equity share holders of Bank of Madura Limited on amalgamation
  c) 264,465,582 equity shares issued to the equity share holders [excluding ADS holders] of ICICI Limited on amalgamation
  d) 128,207,142 underlying equity shares issued to the ADS holders of ICICI Limited on amalgamation
     
2.  The notification from Ministry of Finance has currently exempted the Bank from the restriction of Section 12 (1) of the Banking Regulation Act, 1949, which prohibits issue of preference shares by banks.

F6






     
  schedules  
  forming part of the Balance Sheet Continued

        As on  
    (Rs. in ‘000s)   31.03.2002  
           
SCHEDULE 2 — RESERVES AND SURPLUS        
I. Statutory Reserve        
  Opening balance 2,494,307   1,844,307  
  Additions during the year 3,020,000   650,000  
  Deductions during the year    
  Closing balance 5,514,307   2,494,307  
           
II. Debenture Redemption Reserve        
  Opening balance 100,000    
  Additions during the year   100,000  
  Deductions during the year 100,000    
  Closing balance   100,000  
           
III. Special Reserve        
  Opening balance 10,940,000    
  Additions during the year 500,000   10,940,000  
  Deductions during the year    
  Closing balance 11,440,000   10,940,000  
           
IV. Share Premium        
  Opening balance * 8,021,352   8,014,085  
  Additions during the year on (exercise of employee stock options) . 285    
  Deductions during the year    
  Closing balance 8,021,637   8,014,085  
           
V. Investment Fluctuation Reserve        
  Opening balance 273,350   113,350  
  Additions during the year 1,000,000   160,000  
  Deductions during the year    
  Closing balance 1,273,350   273,350  
           
VI. Capital Reserve        
  Opening balance    
  Additions during the year 2,000,000    
  Deductions during the year    
  Closing balance 2,000,000    
           
VII. Revenue and other Reserves        
  Opening balance **34,306,724   911,206  
  Additions during the year 600,000   33,395,518  
  Deductions during the year    
  Closing balance 34,906,724   **34,306,724  
           
VIII. Balance in Profit and Loss Account 50,520   195,614  
   
 
 
  TOTAL 63,206,538   56,324,080  
   
 
 

* Net of Share Premium in Arrears Rs. 24.1 million. [Previous year Rs. 31.4 million]
     
** Includes
  a) amount transferred on amalgamation of Bank of Madura Limited Rs. 20.7 million.
  b) Rs. 117.7 million being excess of face value of equity shares issued over net assets and reserves of Bank of Madura Limited on amalgamation.
  c) Rs. 32,108.2 million on amalgamation with ICICI Limited, ICICI Personal Financial Services Limited and ICICI Capital Services Limited.
  d) Rs. 960.0 million transferred from Profit and Loss Account.
Net of e) Rs. 327.3 million being deferred tax liability as at March 31, 2001 in accordance with the transitional provisions of Accounting Standard 22 on “Accounting for Income-Taxes.”

F7







     
  schedules  
forming part of the Balance Sheet Continued

            As on  
        (Rs. in ‘000s)   31.03.2002  
   
SCHEDULE 3 — DEPOSITS  
               
A. I. Demand Deposits        
    i) From banks 919,592   1,089,946  
    ii) From others 35,974,853   26,271,587  
  II. Savings Bank Deposits 37,932,081   24,970,029  
  III. Term Deposits        
    i) From banks 53,585,875   44,229,583  
    ii) From others 353,280,662   224,289,966  
       
 
 
    TOTAL 481,693,063   320,851,111  
       
 
 
B. I. Deposits of branches in India 481,693,063   320,851,111  
       
 
 
    TOTAL 481,693,063   320,851,111  
       
 
 
               
SCHEDULE 4 — BORROWINGS  
     
I. Borrowings In India  
  i) Reserve Bank of India   1,408,900  
  ii) Other banks 24,469,090   26,875,980  
  iii) Other institutions and agencies        
    a) Government of India 5,210,408   6,009,357  
    b) Financial Institutions 25,658,489   13,882,623  
     
II. Borrowings In the form of  
  i) Deposits taken over from erstwhile ICICI Limited 5,062,808   42,507,596  
  ii) Commercial Paper   5,495,306  
  iii) Bonds and Debentures (excluding subordinated debt)        
    a) Debentures and Bonds guaranteed by the        
      Government of India 14,815,000   18,240,000  
    b) Tax free Bonds 800,000   800,000  
    c) Non convertible portion of partly convertible notes   1,331,936  
    d) Borrowings under private placement of bonds        
      carrying maturity of one to thirty years from the date        
      of placement 91,339,109   179,096,817  
    e) Bonds Issued under multiple option/safety bonds series        
      — Regular Interest Bonds 16,722,052   34,175,231  
      — Deep Discount Bonds 6,098,808   6,214,122  
      — Bonds with premium warrants 588,947   506,078  
      — Encash Bonds 1,892,690   2,493,030  
      — Tax Saving Bonds 80,125,313   74,933,163  
      — Easy Installment Bonds 31,337   31,359  
      — Pension Bonds 54,469   51,727  
    f) Application Money pending allotment 11,238,896   5,374,495  
     
III. Borrowings Outside India  
  i) From Multilateral/Bilateral Credit Agencies  
    (guaranteed by the Government of India equivalent of
    Rs. 20,335.6 million) 25,417,795   25,213,694  
  ii) From International Banks, Institutions and Consortiums 27,947,996   29,347,658  
  iii) By way of Bonds and Notes 5,550,996   18,197,520  
       
 
 
    TOTAL   343,024,203   492,186,592  
       
 
 

Secured borrowings in I, II and III above is Rs. NIL

F8






     
  schedules  
  forming part of the Balance Sheet Continued

          As on  
      (Rs. in ‘000s)   31.03.2002  
             
SCHEDULE 5 — OTHER LIABILITIES AND PROVISIONS  
I. Bills payable 10,305,536   8,173,313  
II. Inter-office adjustments (net)   330,459  
III. Interest accrued 16,191,657   22,895,118  
IV. Unsecured Redeemable Debentures/Bonds 97,495,259   97,513,141  
  [Subordinated for Tier II Capital]        
V. Others          
  a) Security Deposits from Clients 3,540,625   3,865,561  
  b) Sundry creditors 15,411,986   11,539,851  
  c) Received for disbursements under special program 2,548,454   2,547,297  
  d) Swap Suspense (Refer Note B. 12 c)   253,910  
  e) ERAS Exchange Fluctuation Account   679,347  
  f) Other Liabilities (including provisions) * 25,075,741   14,277,759  
     
 
 
    TOTAL 170,569,258   162,075,756  
     
 
 
* Includes        
a) Deferred Tax Liabilities Rs. NIL [Previous year Rs. 1,547.6 million]  
b) Proposed dividend Rs. 4,597.8 million [Previous year Rs. NIL]  
c) Corporate dividend Tax payable Rs. 589.1 million [Previous year Rs. NIL]  
             
SCHEDULE 6 — CASH AND BALANCES WITH RESERVE BANK OF INDIA  
I. Cash in hand (including foreign currency notes) 3,364,709   2,458,991  
II. Balances with Reserve Bank of India in current accounts 45,496,736   15,285,691  
     
 
 
  TOTAL   48,861,445   17,744,682  
     
 
 
             
SCHEDULE 7 — BALANCES WITH BANKS AND  
       MONEY AT CALL AND SHORT NOTICE        
I. In India        
  i) Balances with banks        
    a) in Current Accounts 2,150,990   8,960,684  
    b) in Other Deposit Accounts 5,954,857   19,221,425  
  ii) Money at call and short notice        
    a) with banks 1,925,000   39,241,081  
    b) with other institutions 3,227,500   2,300,000  
     
 
 
  TOTAL   13,258,347   69,723,190  
     
 
 
II. Outside India        
  i) in Current Accounts 910,655   1,503,322  
  ii) in Other Deposit Accounts 637,790   12,881,905  
  iii) Money at call and short notice 1,221,789   26,010,400  
             
  TOTAL   2,770,234   40,395,627  
     
 
 
  GRAND TOTAL (I + II) 16,028,581   110,118,817  
     
 
 

F9






     
  schedules  
forming part of the Balance Sheet Continued

          As on  
      (Rs. in ‘000s)   31.03.2002  
             
SCHEDULE 8 — INVESTMENTS [Net of Provisions]  
           
I. Investments in India        
  i) Government securities 255,485,754   227,223,129  
  ii) Other approved securities 344,477   704,644  
  iii) Shares 16,424,107   19,086,468  
  iv) Debentures and Bonds 56,899,185   64,363,559  
  v) Subsidiaries and/or joint ventures 7,806,824   6,067,331  
  vi) Others (CPs, Mutual Fund Units, etc.) 17,576,975   41,344,499  
     
 
 
  TOTAL 354,537,322   358,789,630  
     
 
 
II. Investments outside India        
  i) Subsidiaries and/or joint ventures abroad 14,488   14,488  
  ii) Others 71,192   106,679  
     
 
 
  TOTAL 85,680   121,167  
     
 
 
  GRAND TOTAL (I + II) 354,623,002   358,910,797  
     
 
 
             
SCHEDULE 9 — ADVANCES        
             
A. i) Bills purchased and discounted 4,376,415   16,541,223  
  ii) Cash credits, overdrafts and loans repayable on demand .. 31,340,244   24,025,073  
  iii) Term loans 489,028,169   421,476,594  
  iv) Securitisation, Finance lease and Hire Purchase receivables 8,049,316   8,305,771  
     
 
 
  TOTAL 532,794,144   470,348,661  
     
 
 
B. i) Secured by tangible assets        
    [includes advances against Book Debt] 500,684,919   446,042,464  
  ii) Covered by Bank/Government Guarantees 16,998,486   10,293,611  
  iii) Unsecured 15,110,739   14,012,586  
     
 
 
  TOTAL 532,794,144   470,348,661  
     
 
 
C. I. Advances in India        
    i) Priority Sector 89,376,024   19,859,144  
    ii) Public Sector 18,974,073   43,562,087  
    iii) Banks 1,013,245   1,794,497  
    iv) Others 422,894,675   404,512,512  
     
 
 
  TOTAL 532,258,017   469,728,240  
     
 
 
  II. Advances outside India        
    i) Due from banks    
    ii) Due from others        
    a) Bills purchased and discounted    
    b) Syndicated loans    
    c) Others 536,127   620,421  
     
 
 
  TOTAL 536,127   620,421  
     
 
 
  GRAND TOTAL (C. I and II) 532,794,144   470,348,661  
     
 
 

F10






     
  schedules  
  forming part of the Balance Sheet Continued

        As on  
    (Rs. in ‘000s)   31.03.2002  
           
SCHEDULE 10 — FIXED ASSETS        
           
I. Premises        
  At cost as on March 31st of preceding year 14,431,673   2,030,868  
  Additions during the year 3,683,243   165,790  
  Additions on Amalgamation   12,377,806  
  Deductions during the year (2,053,076)   (142,791)  
  Depreciation to date (659,371)   (390,937)  
  Net block 15,402,469   14,040,736  
         
II. Other Fixed Assets (including Furniture and Fixtures)      
  At cost as on March 31st of preceding year 7,133,585   2,535,245  
  Additions during the year 3,779,516   1,194,808  
  Additions on Amalgamation   3,413,358  
  Deductions during the year (300,252)   (9,826)  
  Depreciation to date (3,109,580)   (1,480,552)  
  Net block 7,503,269   5,653,033  
         
III. Assets given on Lease        
  At cost as on March 31st of preceding year* 23,377,605   1,330,663  
  Additions during the year 343,565    
  Additions on amalgamation   22,270,582  
  Deductions during the year (2,266,029)   (223,640)  
  Depreciation to date, accumulated lease adjustment and provisions (3,753,605)   (677,931)  
  Net block 17,701,536   22,699,674  
   
 
 
  TOTAL 40,607,274   42,393,443  
   
 
 
* Includes repossessed Leased Asset Rs. 96.0 million.        
         
SCHEDULE 11 — OTHER ASSETS  
I. Inter-office adjustments (net) 1,034,655    
II. Interest accrued 19,582,564   18,473,846  
III. Tax paid in advance/tax deducted at source (net) 14,140,278   9,870,068  
IV. Stationery and Stamps 8,084   5,034  
V. Non-banking assets acquired in satisfaction of claims* 4,538,354   2,067,795  
VI. Others        
  a) Advance for Capital Assets 1,562,088   1,987,449  
  b) Outstanding Fees and Other Income 1,776,206   1,910,861  
  c) Exchange Fluctuation Suspense with Government of India      
  (Refer Note B. 12 b) 923,573   1,111,919  
  d) Swap Suspense (Refer Note B. 12 c) 128,667    
  e) Recoverable from Subsidiary Companies 182,276   199,341  
  f) Others ** 31,328,471   ***5,920,298  
   
 
 
  TOTAL 75,205,216   41,546,611  
   
 
 
* Includes certain non-banking assets acquired in satisfaction of claims are in the process of being transferred in the Banks’ name.  
** Includes Net Deferred Tax Asset of Rs. 4,878.3 million [Previous year Net Deferred Tax Liability Rs. 1,547.6 million].  
*** Includes Rs. 1,244.5 million [representing 101,395,949 equity shares being shares held by erstwhile ICICI Limited in ICICI Bank Limited] transferred to a trust.  

SCHEDULE 12 — CONTINGENT LIABILITIES  
I. Claims against the Bank not acknowledged as debts 20,251,450   10,232,637  
II. Liability for partly paid investments 1,804,936   2,615,161  
III. Liability on account of outstanding forward exchange contracts. 251,030,498   152,545,916  
IV. Guarantees given on behalf of constituents in India 106,348,281   93,516,016  
V. Acceptances, endorsements and other obligations 43,251,942   17,391,049  
VI. Currency Swaps 29,013,220   20,414,675  
VII. Interest Rate Swaps 413,544,698   78,541,565  
VIII. Other items for which the Bank is contingently liable 29,140,045   19,208,839  
   
 
 
  TOTAL 894,385,070   394,465,858  
   
 
 
           
        F11  





     
  schedules  
forming part of the Balance Sheet Continued

        Year ended  
    (Rs. in ‘000s)   31.03.2002  
           
SCHEDULE 13 — INTEREST EARNED  
I. Interest/discount on advances/bills 60,162,439   7,716,671  
II. Income on investments 29,104,415   12,338,000  
III. Interest on balances with Reserve Bank of India and        
  other inter-bank funds 2,355,668   1,226,191  
IV. Others 2,058,039   238,435  
   
 
 
  TOTAL 93,680,561   21,519,297  
   
 
 
SCHEDULE 14 — OTHER INCOME  
I. Commission, exchange and brokerage 7,917,880   2,297,841  
II. Profit/(Loss) on sale of investments (net) 4,923,328   3,057,134  
III. Profit/(Loss) on revaluation of investments (net) 1,076   (145,997)  
IV. Profit/(Loss) on sale of land, buildings and other assets (net) (65,038)   (627)  
V. Profit/(Loss) on foreign exchange transactions (net) (including        
  premium amortisation) 102,425   372,983  
VI. Income earned by way of dividends, etc. from subsidiary        
  companies and/or joint ventures abroad/in India 1,094,239    
VII. Miscellaneous Income (including Lease Income) 5,703,831   165,264  
   
 
 
  TOTAL 19,677,741   5,746,598  
   
 
 
SCHEDULE 15 — INTEREST EXPENDED  
I. Interest on deposits 24,797,095   13,889,252  
II. Interest on Reserve Bank of India/inter-bank borrowings 1,833,699   478,387  
III. Others (including interest on borrowing of erstwhile ICICI Limited) 52,809,195   1,221,596  
   
 
 
  TOTAL 79,439,989   15,589,235  
   
 
 
SCHEDULE 16 — OPERATING EXPENSES  
I. Payments to and provisions for employees 4,030,246   1,471,774  
II. Rent, taxes and lighting 1,115,796   662,783  
III. Printing and Stationery 747,174   353,022  
IV. Advertisement and publicity 581,767   79,657  
V. Depreciation on Bank’s property 1,914,703   525,955  
VI. Depreciation on Leased assets 3,144,712   114,958  
VII. Directors’ fees, allowances and expenses 1,317   1,569  
VIII. Auditors’ fees and expenses (including branch auditors) 15,000   3,076  
IX. Law Charges 85,153   15,149  
X. Postages, Telegrams, Telephones, etc. 1,041,519   377,226  
XI. Repairs and maintenance 1,448,654   783,346  
XII. Insurance 251,809   141,498  
XIII. Other expenditure 5,739,050   *1,695,757  
   
 
 
  TOTAL 20,116,900   6,225,770  
   
 
 
* Includes Rs. 91.5 million amortisation of ADS issue expenses.  
   
SCHEDULE 17 — PROVISIONS AND CONTINGENCIES  
I. Income Tax        
  – Current period tax 2,145,480   1,213,300  
  – Deferred tax adjustment (6,425,900)   (903,300)  
II. Wealth Tax 22,500   5,000  
III. Additional depreciation/(write-back of depreciation) on investments 3,094,311   (157,000)  
IV. Provision for advances (net) 13,209,848   2,736,100  
V. Prudential provision on standard assets 1,540,000   (53,200)  
VI. Others 63,900   27,000  
   
 
 
  TOTAL 13,650,139   2,867,900  
   
 
 
F12          





     
  schedules  
  forming part of the Accounts Continued

SCHEDULE 18

SIGNIFICANT ACCOUNTING POLICIES AND NOTES TO ACCOUNTS

Overview

ICICI Bank Limited (“ICICI Bank” or “the Bank”), incorporated in Vadodara, India is a publicly held bank engaged in providing a wide range of banking and financial services including commercial banking and treasury operations. ICICI Bank is a banking company governed by the Banking Regulation Act, 1949.

Basis of preparation

In fiscal 2001, ICICI Bank acquired and merged Bank of Madura into itself in an all-stock deal. Effective March 30, 2002, ICICI Bank acquired ICICI Limited (“ICICI”) and two of its retail finance subsidiaries, ICICI Personal Financial Services Limited (“I PFS”) and ICICI Capital Services Limited (“I CAPS”) along with ICICI’s interest in its subsidiaries in an all-stock deal. The amalgamation was accounted for as per the approved Scheme of Amalgamation and the purchase method of accounting.

The accounting and reporting policies of ICICI Bank used in the preparation of these financial statements conform with Generally Accepted Accounting Principles (“GAAP”) in India, the guidelines issued by the Reserve Bank of India (“RBI”) from time to time and practices generally prevailing within the banking industry in India. The Bank follows the accrual method of accounting and historical cost convention.

The preparation of financial statements requires the management to make estimates and assumptions considered in the reported amounts of assets and liabilities (including contingent liabilities) as of the date of the financial statements and the reported income and expenses during the reporting period. Management believes that the estimates used in the preparation of the financial statements are prudent and reasonable. Future results could differ from these estimates.

A. SIGNIFICANT ACCOUNTING POLICIES
     
1. Revenue Recognition
     
  a) Interest income is recognised in the Profit and Loss Account as it accrues except in the case of non-performing assets where it is recognised upon realization as per the prudential norms of the Reserve Bank of India. Accrual of income is also suspended on certain other loans, including projects under implementation where the implementation has been significantly delayed and in the opinion of the management significant uncertainties exist as to the final financial closure and/or date of completion of the project.
     
  b) Income from hire purchase operations is accrued by applying the interest rate implicit on outstanding investments.
     
  c) Income from leases is calculated by applying the interest rate implicit in the lease to the net investment outstanding on the lease over the primary lease period. Leases effected from April 1, 2001 have been accounted as per Accounting Standard 19 on “Accounting for leases” issued by the Institute of Chartered Accountants of India (‘ICAI’).
     
  d) Income on discounted instruments is recognised over the tenure of the instrument on a constant yield basis.
     
  e) Dividend is accounted on an accrual basis when the right to receive the dividend is established.
     
  f) Fees received as a compensation of future interest sacrifice is amortised over the remaining period of the facility.
     
  g) Arranger’s fee is accrued proportionately where more than 75% of the total amount of finance has been arranged.
     
  h) All other fees are recognised upfront on their becoming due.
     
  i) Income arising from sell down of loan assets is recognised upfront in excess of the future servicing cost of the assets sold and projected delinquencies and included in Interest income.
     
  j) Guarantee commission is recognised over the period of the guarantee.
     
2.  Investments
     
  Investments are valued in accordance with the extant RBI guidelines on investment classification and valuation as under :
     
  a) All investments are categorised into ‘Held to Maturity‘, ’Available for sale’ and ‘Trading‘. Reclassifications, if any, in any category are accounted for as per the RBI guidelines. Under each category the investments are further classified under (a) Government Securities (b) other approved securities (c) shares (d) bonds and debentures (e) subsidiaries and joint ventures and (f) others.
     
  b) ‘Held to Maturity’ securities are carried at their acquisition cost or at amortised cost if acquired at a premium over the face value. A provision is made for other than temporary diminution.

F13






     
  schedules  
forming part of the Accounts Continued

  c) ‘Available for sale’ and ‘Trading’ securities are valued periodically as per RBI guidelines.
     
    The market/fair value for the purpose of periodical valuation of quoted investments included in the “Available for Sale” and “Held for Trading” categories would be the market price of the scrip as available from the trades/quotes on the stock exchanges, SGL account transactions, price list of RBI, prices declared by Primary Dealers Association of India jointly with Fixed Income Money Market and Derivatives Association (“FIMMDA”) periodically.

The market/fair value of other than quoted SLR securities for the purpose of periodical valuation of investments included in the ‘Available for Sale’ and ‘Trading’ categories is as per the rates put out by Fixed Income Money Market and Derivatives Association (“FIMMDA”).

The valuation of non-SLR securities, other than those quoted on the stock exchanges, wherever linked to the YTM rates, is with a mark-up (reflecting associated credit risk) over the YTM rates for government securities put out by FIMMDA.

Securities shall be valued scripwise and depreciation/appreciation aggregated for each category. Net appreciation in each basket if any, being unrealised, is ignored, while net depreciation is provided for.
     
  d) Costs such as brokerage, commission etc., pertaining to investments, paid at the time of acquisition, are charged to revenue.
     
  e) Broken period interest on debt instruments is treated as a revenue item.
     
  f) Profit on sale of investment in the ‘Held to Maturity’ category is credited to the revenue account and thereafter is appropriated, (net of applicable taxes and statutory reserve requirements) to Capital Reserve. Such appropriation is carried out at the year end.
     
3. Provisions/Write-offs on loans and other credit facilities
     
  a) In addition to the general provision of 0.25% made on standard assets in accordance with the RBI guidelines the Bank maintains general provisions to cover potential credit losses which are inherent in any loan portfolio but not identified. For standard assets, additional general provisions are determined having regard to overall portfolio quality, asset growth, economic conditions and other risk factors.
     
  b) The Bank has incorporated the assets taken over from ICICI in its books at carrying values as appearing in the books of ICICI with a provision made based on the fair valuation exercise carried out by an independent firm. To the extent future provisions are required on the assets taken over from ICICI, the provision created on fair valuation of the assets at the time of the amalgamation is used.

Amounts recovered against other debts written off in earlier years and provisions no longer considered necessary in the context of the current status of the borrower are recognised in the Profit and Loss Account.
     
  c) All credit exposures are classified as per the RBI guidelines, into performing and non-performing assets. Further, non-performing assets are classified into sub-standard, doubtful and loss assets for provisioning based on the criteria stipulated by the RBI. Provisions are generally made on substandard and doubtful assets at rates equal to or higher than those prescribed by the RBI. The secured portion of the sub-standard and doubtful assets is provided at 50% over a three-year period instead of five and a half years as prescribed by the RBI. Loss assets and unsecured portion of doubtful assets are fully provided/written off. Additional provisions are made against specific non-performing assets over and above what is stated above, if in the opinion of the management, increased provisions are necessary.
     
  d) For restructured/rescheduled assets, provision is made in accordance with the guidelines issued by the RBI, which requires the present value of the interest sacrifice be provided at the time of restructuring.
     
  e) In the case of other than restructured loan accounts classified as NPAs, the account is reclassified as “standard” account if arrears of interest and principal are paid by the borrower.

In respect of loan accounts subject to restructuring, asset category is upgraded to standard account if the borrower demonstrates, over a minimum of one year, the ability to repay the loan in accordance with the contractual terms.
     
  f) In addition to the provisions required to be held according to the asset classification status, provisions are held for country exposure (other than for home country). The countries are categorised into seven risk categories namely insignificant, low, moderate, high, very high, restricted and off-credit and provisioning made on a graded scale ranging from 0.25% to 100%. For exposures with contractual maturity of less than 180 days, 25% of the normal requirement is held.

F14






     
  schedules  
  forming part of the Accounts Continued

4. Fixed assets and depreciation
     
  a) Premises and other fixed assets are carried at cost less accumulated depreciation. Depreciation is charged over the estimated useful life of a fixed asset on a “straight line” basis. The rates of depreciation for fixed assets are :
     
  Asset Depreciation Rate  
   
 
  Premises owned by the Bank 1.63%  
  Improvements to leasehold premises 1.63%  
    or over the lease period,  
    whichever is higher  
  ATMs 12.50%  
  Plant and Machinery like Air-conditioners, Xerox machines, etc 10%  
  Furniture and Fixtures 15%  
  Motor vehicles 20%  
  Computers 33.33%  
  Others (including Software and system development expenses) . 25%  
       
  b) Depreciation on leased assets is made on a straight-line basis at the higher of the rates determined with reference to the primary period of lease and the rates specified in Schedule XIV to the Companies Act, 1956.
     
  c) Assets purchased and sold during the year are depreciated on the basis of actual number of days the asset has been put to use.
     
  d) Items costing less than Rs. 5,000 are fully depreciated in the year of purchase.
     
5. Foreign Currency transactions
     
  a)

Revenues and expenditure are translated at the exchange rates prevailing on the date of the transaction. Monetary assets and liabilities are translated at closing exchange rates notified by the Foreign Exchange Dealers’ Association of India (“FEDAI”) at the balance sheet date and the resulting profits/losses are included in the Profit and Loss Account.

     
  b) Outstanding forward exchange contracts are stated at contracted rates and are revalued at the exchange rates notified by FEDAI for specified maturities and at interpolated rates for contracts of in-between maturities. The resultant gains or losses are recognised in the Profit and Loss Account.
     
  c) Contingent Liabilities on account of guarantees, endorsements and other obligations are stated at the exchange rates notified by FEDAI at the Balance Sheet date.
     
6. Accounting for Derivative Contracts
   
  The Bank enters into derivative contracts such as foreign currency options, interest rate and currency swaps and cross currency interest rate swaps to hedge on-balance sheet assets and liabilities or for trading purposes. The swap contracts entered to hedge on-balance assets and liabilities are structured such that they bear an opposite and offsetting impact with the underlying on-balance sheet items. The impact of such derivative instruments are correlated with the movement of underlying assets and accounted pursuant to the principles of hedge accounting.
   
  Interest income/expense is accrued on Interest Rate Swaps (IRS) and currency swaps designated as hedges and booked in the Profit and Loss Account. Trading IRS, trading currency swaps and foreign currency options, outstanding at the Balance Sheet date is marked to market and the resulting loss if any, is recorded in the Profit and Loss Account.
   
7. Employee Stock Option Scheme (“ESOS”)
   
   The Bank has formulated an Employees Stock Option Scheme. The Scheme provides that employees are granted an option to acquire equity shares of the Bank that vests in graded manner. The options may be exercised within a specified period. Since the exercise price of the option is the closing market price as on the date of grant, there is no compensation cost.
   
8. Staff benefits
   
  For employees covered under group gratuity scheme and group superannuation scheme of LIC, gratuity and superannuation charge to Profit and Loss Account is on the basis of premium charged by LIC. Provision for gratuity and pension for other employees and leave encashment liability is determined as per actuarial valuation. Defined contributions for Provident Fund are charged to the Profit and Loss Account based on contributions made in terms of the scheme.
   
9. Income Taxes
   
  Income tax expense is the aggregate amount of current tax and deferred tax charge. Taxes on income are accrued in the same period as the revenue and expenses to which they relate. Current period taxes are determined in accordance with the Income Tax Act, 1961. Deferred tax adjustments comprise of changes in the deferred tax assets or liabilities during the year.

F15






     
  schedules  
forming part of the Accounts Continued

  Deferred tax assets and liabilities are recognised for the future tax consequences of temporary differences arising between the carrying values of assets and liabilities and their respective tax basis and operating carry forward losses. Deferred tax assets are recognised only after giving due consideration to prudence. Deferred tax asset and liabilities are measured using tax rates and tax laws that have been enacted or substantially enacted by the balance sheet date. The impact on account of changes in the deferred tax assets and liabilities is also recognised in the income statement.
   
  Deferred tax assets are recognised based upon management’s judgement as to whether realisation is considered reasonably certain.
   
10. Translation of the Financial Statements of Foreign Representative Offices
   
  In accordance with the guidelines issued by the Reserve Bank of India, all assets, liabilities, income and expenditure of the foreign representative offices of the Bank have been converted at the closing rate prevailing on the balance sheet date.
   
B. NOTES FORMING PART OF THE ACCOUNTS
   
1. Information about Business and Geographical segments
   
  The Bank had been reporting segmental results under three business segments namely Retail Banking, Corporate Banking and Treasury & Corporate office. Consequent to the merger of erstwhile ICICI Limited and two of its subsidiaries ICICI PFS Limited and ICICI Capital Services Limited with the Bank, the following has been considered as reportable segments :
   
  Commercial Banking comprising the retail and corporate banking business of the Bank.
   Investment Banking comprising the rupee and forex treasury of the Bank
     
  Based on such allocations, segmental Balance Sheet as on March 31, 2003 and segmental Profit & Loss account for the year ended March 31, 2003 have been prepared.
                        (Rupees in million)  
 














    Business segments   Commercial Banking   Investment Banking   Total  
   
 


 


 


 
        Current   Previous   Current   Previous   Current   Previous  
    Particulars   Year   year   year   year   year   year  
 














  1. Revenue (before profit on                          
    sale of shares of ICICI Bank                          
    Limited held by erstwhile                          
    ICICI Limited)   92,717.0   22,891.2   29,157.5   7,550.9   121,874.5   30,442.1  
  2. Less: Inter segment Revenue           (8,515.6)   (3,176.2)  
  3. Total Revenue (1) – (2)           113,358.9   27,265.9  
  4. O p e r a t i n g  P r o f i t  ( i. e.                          
    Profit before unallocated                          
    expenses, extraordinary profit,                          
    and tax)   9,456.0   4,326.2   4,346.1   1,124.5   13,802.1   5,450.9  
  5. Unallocated expenses              
  6. Profit on sale of shares of                          
    ICICI Bank Limited held by                          
    erstwhile ICICI Limited       11,910.0     11,910.0    
  7. Provisions (net) including                          
    Accelerated/Additional                          
    Provisions   17,305.7   2,709.9   602.4   (157.0)   17,908.1   2,552.9  
  8. Profit before tax (4)-(5)-(6)-(7)   (7,849.7)   1,616.3   15,653.7   1,281.7   7,804.0   2,898.0  
  9. Income tax expenses (net)/                          
    (net deferred tax credit)           (4,257.8)   315.0  
  10. Net Profit (8)-(9)           12,061.8   2,583.0  
  Other Information                          
  11. Segment assets   685,550.8   669,889.9   363,550.4   361,303.1   1,049,101.2   1,031,193.0  
  12. Unallocated assets           19,018.5   9,870.0  
  13. Total assets (11)+(12)           1,068,119.7   1,041,063.0  
  14. Segment liabilities   800,361.9   742,014.9   267,757.8   297,500.1   1,068,119.7   1,039,515.0  
  15. Unallocated liabilities             1,548.0  
  16. Total liabilities (14)+(15)           1,068,119.7   1,041,063.0  
 














  The business operations of the Bank are largely concentrated in India. Activities outside India are restricted to resource mobilisation in international markets. The assets and income from foreign operations are immaterial.

 

F16






     
  schedules  
  forming part of the Accounts Continued

2. Preference Shares
   
  Certain Government Securities amounting to Rs. 1,244.8 million (2002 : Rs. 1,304.6 million) have been earmarked against redemption of preference share capital, which falls due for redemption on April 20, 2018 as per the original issue terms.
   
3. Employee Stock Option Scheme
   
  In terms of Employee Stock Option Scheme, the maximum number of options granted to any Eligible Employee in a financial year shall not exceed 0.05% of the issued equity shares of the Bank at the time of grant of the options and aggregate of all such options granted to the Eligible Employees shall not exceed 5% of the aggregate number of the issued equity shares of the Bank subsequent to the amalgamation of ICICI, I CAPS and I PFS with the Bank and the issuance of equity shares by the Bank pursuant to the amalgamation of ICICI, I CAPS and I PFS with the Bank.
   
  In terms of the Scheme, 12,610,275 options (2002 : 13,343,625 options) granted to eligible employees were outstanding as at March 31, 2003.
   
  Stock option activity
   
  A summary of the status of the Bank’s option plan is presented below:
           
    Year ended   Year ended  
    March 31, 2003   March 31, 2002  
   
 
 
    Option shares   Option shares  
    outstanding   outstanding  
  Outstanding at the beginning of the year 13,343,625   1,636,125  
  Add: Granted during the year   4,735,200  
  Options taken over on Amalgamation   *7,015,800  
  Less: Forfeited during the year 730,350   43,500  
  Exercised during the year 3,000    
  Outstanding at the end of the year 12,610,275   13,343,625  
           
  * Represents options granted to option holders of erstwhile ICICI Limited in the share swap ratio.  
     
4. Subordinated Debt
   
  Subordinated debt includes Index bonds amounting to Rs.A95.8Amillion, (2002 : Rs.88.0 million) which carry a detachable warrant entitling bondholders to a right to receive an amount linked to the BSE Sensitive Index (Sensex) per terms of the issue. The liability of the Bank arising out of changes in the Sensex has been hedged by earmarking its investments of an equivalent amount in the UTI Index Equity Fund whose value is based on the Sensex. The Bank has not issued any subordinated debt during the current year.
   
5. Fixed Assets and Depreciation
   
  The Bank depreciated Automatic Teller Machines (“ATMs”) over its useful life estimated as 6 years or over the lease period for ATMs taken on lease. Effective April 1, 2002 the Bank revised the useful life of the ATMs to 8 years based on an evaluation done by the management.
   
  Accordingly, the depreciation charged for the current year was lower by Rs. 29.0 million.
   
6. Investments
   
  Effective AprilA1, 2002, the Bank has changed the methodology for ascertaining the carrying cost of fixed income bearing securities from Weighted Average Method to First-In-First-Out Method. The impact due to the aforementioned change on the Profit and Loss Account for the year ended March 31, 2003 has resulted into a profit amounting to Rs. 132.2 million.
   
  Investments include shares and debentures amounting to Rs. 3,781.9 million, which are in the process of being registered in the name of the Bank.
   
  Investments also include government securities amounting to Rs. 703.5 million (representing face value of securities) pledged with certain banks and institutions for cheque drawal and clearing facilities.
   
  Repurchase Transactions
   
  During the current year, the Bank has changed its method of accounting repurchase transactions and reverse repurchase transactions. These transactions have been accounted for as a sale and forward purchase, or purchase and a forward sale transactions in the current year as against a borrowing or lending transaction in the previous year. The net impact of the same on the profit and loss account is not material.

 

F17






     
  schedules  
forming part of the Accounts Continued

7. Deferred Tax
   
  On March 31, 2003, the Bank has recorded net deferred tax asset of Rs.A4,878.3Amillion, (2002 : Deferred tax liability of Rs. 1,547.6 million) which has been included in other assets.
   
  A composition of deferred tax assets and liabilities into major items is given below :

      (Rupees in million)  
     




 
  Particulars     March 31, 2003   March 31, 2002  
  Amortisation of premium on investments 527.4       85.2  
  Provision for bad and doubtful debts 12,988.7       7,139.7  
  Others 845.3       1,306.7  
     
     
 
          14,361.4   8,531.6  
  Less: Deferred Tax Liability            
    Depreciation on fixed assets 9,246.9       9,910.5  
    Others 236.2       168.7  
     
     
 
          9,483.1   10,079.2  
         
 
 
  Net Deferred Tax Asset/(Liability)     4,878.3   (1,547.6)  
     
 
 

8. Related party transactions
   
  ICICI Bank has entered into transactions with the following related parties:
   
  Subsidiaries, Joint Ventures and subsidiaries;
  Key Management Personnel and their relatives
     
  The related party transactions can be categorised as follows :
 







 
            Key      
            Management      
  Items/Related Party Subsidiaries   Associates   Personnel@   Total  
 







 
  Deposits 2,343.0   4.4   20.3   2,367.7  
  Rendering of services 244.8   2.6     247.4  
  Insurance premiums paid   106.0     106.0  
 







 
  @ Whole-time Directors of the Board and their relatives.  
   
  Remuneration paid to the Directors of ICICI Bank Limited during the year ended March 31, 2003 was Rs. 41.0 million

The list of related parties is as follows :

Subsidiaries and Joint Ventures

ICICI Venture Funds Management Company Limited, ICICI Securities and Finance Company Limited, ICICI Brokerage Services Limited, ICICI International Limited, ICICI Trusteeship Services Limited, ICICI Home Finance Company Limited, ICICI Investment Management Company Limited, ICICI Securities Holdings Inc., ICICI Securities Inc., ICICI Bank UK Limited, ICICI Prudential Life Insurance Company Limited, and ICICI Lombard General Insurance Company Limited.

Associates

Prudential ICICI Asset Management Company Limited, Prudential ICICI Trust Limited, ICICI Equity Fund, ICICI Eco-net Internet and Technology Fund, ICICI Emerging Sectors Fund, ICICI Strategic Investments Fund, ICICI Property Trust, and TCW/ICICI Investment Partners L.L.C.
   
9. Earnings Per Share (“EPS”)
   
  The Bank reports basic and diluted earnings per equity share in accordance with Accounting Standard-20, Earnings Per Share. Basic earnings per share is computed by dividing net profit after tax by the weighted average number of equity shares outstanding for the year. Diluted earnings per share is computed using the weighted average number of equity shares and dilutive potential equity shares outstanding during the year.

 

F18






     
  schedules  
  forming part of the Accounts Continued

  The computation of Earnings Per Share is set out below :        
    Rupees in millionexcept per share data  
   


 
    March 31, 2003   March 31, 2002  
  Basic        
  Weighted Average no. of equity shares        
  Outstanding (Nos.) 613,031,569   *222,510,311  
  Net Profit 12,061.8   2,583.0  
  Earnings per Share (Rs.) 19.68   11.61  
  Diluted        
  Weighted Average no. of equity shares        
  Outstanding (Nos.) 613,750,295   *222,510,311  
  Net Profit 12,061.8   2,583.0  
  Earnings per Share (Rs.) 19.65   11.61  
  Nominal Value per share (Rs.) 10.00   10.00  
     
  * 39,26,72,724 shares issued on amalgamation of ICICI Limited have been considered for computation of weighted average number of equity shares.
     
  The dilutive impact is mainly due to options issued to employees by the Bank
   
10. Assets under lease
   
10.1 Assets under operating lease
   
  The future lease rentals are given in the table below :
    (Rupees in million)  
   
 
  Period March 31, 2003  
       
  Not later than one year 108.5  
  Later than one year and not later than five years 537.9  
  Later than five years 472.0  
   
 
  Total 1,118.4  
   
 
       
10.2 Assets under finance lease    
       
  The future lease rentals are given in the table below :    
    (Rupees in million)  
   
 
  Period March 31, 2003  
       
  Total of future minimum lease payments 1,161.0  
  Present value of lease payments 818.1  
  Unmatured finance charges 342.9  
       
  Maturity profile of total of future minimum lease payments    
     Not later than one year 166.0  
     Later than one year and not later than five years 831.9  
     Later than five years 163.1  
   
 
  Total 1,161.0  
   
 
       
11. Additional Disclosures    
       
  The following additional disclosures have been made taking into account RBI guidelines in this regard.
   
11.1 Capital Adequacy Ratio
   
  The Capital to Weighted Risk Assets Ratio (CRAR) as assessed by the Bank on the basis of the attached financial statements and guidelines issued by RBI is given in the table below :

F19






     
  schedules  
forming part of the Accounts Continued

    (Rupees in million)  
   
 
    March 31, 2003   March 31, 2002  
  Tier I Capital* 58,072.3   58,873.2  
  Tier II Capital 33,387.5   31,248.0  
  Total Capital 91,459.8   90,121.2  
   
 
 
  Total Risk Weighted assets and contingents 823,805.4   787,832.1  
   
 
 
  Capital Ratios (per cent)        
  Tier I 7.05%   7.47%  
  Tier II 4.05%   3.97%  
   
 
 
  Total Capital 11.10%   11.44%  
   
 
 
           
  * Tier I Capital includes the preference shares which are due for redemption in 2018, as reduced by the amount of corpus created in accordance with Reserve Bank of India guidelines.
     
11.2 Business/Information ratios
   
  The business/information ratios for the years ended March 31, 2003 and March 31, 2002 are given in the table below :
      (Rupees in million)  
     
 
      March 31, 2003   March 31, 2002  
             
  (i) Interest income to working funds (percent) 9.07%   8.44%  
  (ii) Non-interest income to working funds (percent) 1.91%   2.25%  
  (iii) Operating profit to working funds (percent) 2.49%   2.14%  
  (iv) Return on assets (percent) 1.13%   0.67%  
  (v) Business per employee (average deposits plus average advances) 112.0   *48.6  
  (vi) Profit per employee 1.1   *0.5  
  (vii) Net non-performing advances (funded) to net advances (percent) 5.21%   5.48%  
             
  * based on weighted average number of employees.        
             
  For the purposes of computing the above ratios working funds represents the average of total assets as reported to the Reserve Bank of India under Section 27 of the Banking Regulation Act, 1949.
   
11.3 Maturity Pattern
             
  a) Rupee denominated assets and liabilities as on March 31, 2003        
   
  The maturity pattern of rupee denominated assets and liabilities of the Bank as on March 31, 2003 is given below:
   
            (Rupees in million)  
   






 
    Loans &   Investment          
  Maturity Buckets Advances   Securities   Deposits   Borrowings  
                   
  1 to 14 days 14,165.3   32,828.6   40,141.0   6,715.7  
  15 to 28 days 1,810.0   21,956.9   14,275.7   3,035.4  
  29 days to 3 months 18,592.5   36,459.5   67,790.7   17,445.0  
  3 to 6 months 17,052.9   18,736.1   26,369.2   18,111.5  
  6 months to 1 year 40,059.6   43,943.5   102,763.0   49,366.1  
  1 to 3 years 148,660.2   110,286.9   198,621.2   129,667.8  
  3 to 5 years 81,199.1   22,173.4   10,631.5   22,079.9  
  Above 5 years 142,587.7   68,238.2   6,885.0   28,231.6  
   
 
 
 
 
  Total 464,127.3   354,623.1   467,477.3   274,653.0  
   
 
 
 
 

F20






     
  schedules  
  forming part of the Accounts Continued

  b) Rupee denominated assets and liabilities as on March 31, 2002.
     
    The maturity pattern of rupee denominated assets and liabilities of the Bank as on March 31, 2002 is given below :

            (Rupees in million)  
   
 
    Loans & Advances   Investment          
  Maturity Buckets (net of bill   Securities   Deposits   Borrowings  
    rediscounting)              
                   
  1 to 14 days 8,256.4   13,199.8   31,520.6   9,964.9  
  15 to 28 days 3,569.2   6,862.4   9,217.7   14,997.1  
  29 days to 3 months 25,529.4   28,901.8   48,170.6   44,152.0  
  3 to 6 months 23,315.0   26,753.0   27,790.6   32,293.2  
  6 months to 1 year 37,108.7   52,187.7   57,985.5   89,428.6  
  1 to 3 years 132,256.2   73,657.6   128,935.9   141,625.6  
  3 to 5 years 75,373.3   44,746.1   4,031.8   39,513.0  
  Above 5 years 137,006.9   115,570.6   1,442.1   28,482.3  
   
 
 
 
 
  Total 442,415.1   361,879.0   309,094.8   400,456.7  
   
 
 
 
 
     
  c) Forex denominated assets and liabilities as on March 31, 2003.
     
    The maturity pattern of forex denominated assets and liabilities as on March 31, 2003 is given below:

            (Rupees in million)  
   
 
        Balances with          
        banks and          
    Loans &   money at call          
  Maturity Buckets Advances   and short notice   Deposits   Borrowings  
                   
  1 to 14 days 341.3   2,770.2   677.7   1,579.2  
  15 to 28 days 545.0     233.6   1.0  
  29 days to 3 months 1,202.8     1,063.9   6,620.9  
  3 to 6 months 2,003.3     1,610.2   8,591.3  
  6 months to 1 year 6,889.3     3,603.0   10,132.7  
  1 to 3 years 17,575.2     7,026.7   9,834.9  
  3 to 5 years 11,553.8     0.7   13,099.4  
  Above 5 years 28,556.1       18,511.8  
   
 
 
 
 
  Total 68,666.8   2,770.2   14,215.8   68,371.2  
   
 
 
 
 
                   
     
  d) Forex denominated assets and liabilities as on March 31, 2002.
     
    The maturity pattern of forex denominated assets and liabilities as on March 31, 2002 is given below:
     
                    (Rupeesin million)  
   
 
        Balances                  
        with banks                  
        and money                  
    Loans &   at call and           Other   Other  
  Maturity Buckets Advances   short notice   Deposits   Borrowings   assets   liabilities  
                           
  1 to 14 days 521.7   27,513.7   598.0   257.7   319.1   325.9  
  15 to 28 days 300.0   12,881.9   228.6   1.0      
  29 days to 3 months 1,384.0     913.4   5,575.4      
  3 to 6 months 1,761.0     1,283.4   8,190.4      
  6 months to 1 year 2,528.4     3,208.6   26,920.5      
  1 to 3 years 10,383.6     5,521.1   16,413.6      
  3 to 5 years 12,851.3     3.2   12,142.8      
  Above 5 years 19,234.0       22,228.5      
   
 
 
 
 
 
 
  Total 48,964.0   40,395.6   11,756.3   91,729.90   319.1   325.9  
   
 
 
 
 
 
 
  Notes :                        
  In compiling the information of maturity pattern (refer 11.3 (a) , 11.3 (b), 11.3 (c) and 11.3 (d) above), certain estimates and assumptions have been made by the management which have been relied upon by the auditors.
  Assets and liabilities in foreign currency exclude off-balance sheet assets and liabilities.

 F21






     
  schedules  
forming part of the Accounts Continued

11.4 Advances
     
  (i)

Lending to sensitive sectors

The Bank has lending to sectors, which are, sensitive to asset price fluctuations. Such sectors include Capital Market, Real Estate and Commodities.

The position of lending to sensitive sectors is given in the table below :

     
      (Rupees in million)  
     
 
      March 31, 2003   March 31, 2002  
             
    Capital Market Sector* 1,692.7   1,715.5  
    Real Estate Sector 20,941.8   4,757.8  
    Commodities Sector 1,663.6   1,109.6  
             
    * represents loans to NBFC and brokers against pledge of shares.  
             
  (ii) Movement of Gross NPA (Funded) during the year        
      (Rupees in million)  
     
 
      2003   2002  
             
    As on March 31 50,130.3   4,092.5  
    Additions during the year 11,937.7   48,772.9  
     
 
 
      62,068.0   52,865.4  
    Less: Reductions during the year 11,794.2   2,735.1  
     
 
 
    As on March 31 50,273.8   50,130.3  
     
 
 
  (iii) Provision for NPAs        
      (Rupees in million)  
     
 
      2003   2002  
             
    Provision netted from Advances as on March 31 23,838.1   2,059.0  
    Add: Provisions made during the year (including utilisation of fair        
             value provisions) 6,704.8   23,120.3  
     
 
 
      30,542.9   25,179.3  
    Less: write-offs/recovery 8,506.8   1,341.2  
     
 
 
    Provision netted off from advances as on March 31 22,036.1   23,838.1  
     
 
 
             
  (iv)

Information in respect of restructured assets

The Bank has restructured borrower accounts in standard and sub-standard category. The amounts outstanding at the year-end in respect of these accounts are given below :

     
    (Rupees in million)  
   
 
    March 31, 2003   March 31, 2002  
           
  Amount of Standard assets subjected to restructuring *89,431.7   46,978.4  
  Amount of Sub-standard assets subjected to restructuring   177.4  
   
 
 
  Total amount of loan assets subjected to restructuring 89,431.7   47,155.8  
   
 
 
       
    * The above includes assets amounting to Rs. 39,282.4 million subject to restructuring under Corporate Debt Restructuring mechanism constituted by Reserve Bank of India
       
11.5 Investments
              (Rupees in million)  
     
 
          March 31, 2003       March 31, 2002  
     
 
 
      In India   Outside India   In India   Outside India  
                     
  Gross value 370,454.5   356.7   380,232.1   142.9  
  Less: Provision for depreciation and Fair                
    Value adjustments 15,917.2   271.0   21,442.5   21.7  
     
 
 
 
 
  Net value 354,537.3   85.7   358,789.6   121.2  
     
 
 
 
 

F22






     
  schedules  
  forming part of the Accounts Continued

  Provision for depreciation on Investments        
      (Rupees in million)  
     
 
      2003   2002  
             
  As on March 31 * 17,330.0   421.3  
  Add: Provision made during the year (including utilisation of fair value        
    provisions) (3,168.5)   17,135.8  
     
 
 
  Less: Transfer to Investment Fluctuation Reserve   160.0  
  Write-off during the year   67.1  
     
 
 
  As on March 31 14,161.5   17,330.0  
     
 
 
  * Excludes provision on Application Money Rs. 1,166.1 million.        
             
11.6 Investments in equity shares and equity like instruments   
     
    (Rupees in million)  
   
 
    March 31, 2003   March 31, 2002  
           
  Shares 6,330.2   7,208.1  
  Convertible debentures 1,898.2   1,198.2  
  Units of Equity oriented mutual funds 578.9   3,528.6  
  Investment in Venture Capital Funds 3,352.6   6,685.6  
  Others (loans against collateral, advances to brokers) 1,400.2   4,121.9  
   
 
 
  Total 13,560.1   22,742.4  
   
 
 
           
11.7 Investments in jointly controlled entities        
           
  Investments include Rs. 4,026.1 million representing the Bank’s interests in the following jointly controlled entities.
   
      Country/   Percentage  
  Sr. No. Name of the Company Residence   Holding  
             
  1. ICICI Prudential Life Insurance Company Limited India   74.00%  
  2. ICICI Lombard General Insurance Company Limited India   74.00%  
  3. Prudential ICICI Asset Management Company Limited India   **44.99%  
  4. Prudential ICICI Trust Limited India   **44.80%  
             
  ** Indicates holding by ICICI Bank Limited along with its subsidiaries.  
     
  The aggregate amounts of assets, liabilities, income and expenses relating to the Bank’s interests in the above entities follow :  
     
        (Rupees in million)  
 




 
  Liabilities Amount   Assets Amount  
 




 
  Capital and Reserves 2,370.9   Cash and Bank balances 522.1  
  Other liabilities 2,113.7   Investments 6,775.2  
  Liabilities on life policies in force 3,911.7   Fixed assets 352.8  
        Other assets 746.2  
   
   
 
  Total 8,396.3   Total 8,396.3  
   
   
 
           
        (Rupees in million)  
 




 
  Expenses Amount   Income Amount  
 




 
  Interest Expenses 2.0   Interest income 254.0  
  Other expenses –     Other income –    
  – Premium ceded and Change in 2,588.1       – Insurance premium/commission 4,942.3  
     liability for life policies in force          
  – Others 3,988.0       – Others 410.4  
  Provisions 37.6        
   
   
 
  Total 6,615.7   Total 5,606.7  
   
   
 
             
          F23  





     
  schedules  
forming part of the Accounts Continued

11.8 Risk category-wise country-wise exposure
   
  The country exposure of the Bank is categorised into seven risk categories listed in the following table. Since the country exposure (net) of the Bank does not exceed 2% of the total funded assets, no provision is required to be maintained for country exposures.
   
    (Rupees in million)  
   
 
  Risk Category Exposure (net) as  
    on March 31, 2003  
       
  Insignificant 3,559.5  
  Low 205.9  
  Moderate 13.5  
  High 12.5  
   
 
  Total 3,791.4  
   
 
       
11.9 Interest Rate Swaps    
         
      (Rupees in million)  
     
 
  Notional Principal Hedging 29,730.0  
    Trading 348,337.8  
  Fair Value Trading 308.8  
  Associated Credit Risk Trading 422.8  
         
  Market Risk (Trading Swaps) In the event of 100 basis points rise in the interest rates, there will be a negative impact of Rs. 38.1 million on the swap book.  
  Collateral As per prevailing market practice, collateral is not insisted upon from counter party.  
  Credit risk concentration
(Trading Swaps)
Standard Chartered Grindlays Bank Rs. 246.7 million.  
       
12. Others    
       
  a. Credit Exposure to % age to   % age to   % age to   % age to  
      Capital funds   Total Exposure   Capital funds   Total Exposure  
     


 
 
 
      As at March 31, 2003   As at March 31, 2002  
                     
  (a) Single Largest Borrower 22.3%   2.4%   21.4%   2.4%  
  (b) Largest Borrower Group 44.2%   4.8%   41.3%   4.5%  
  (c) Top ten Single Borrowers                
    No. 1 22.3%   2.4%   21.4%   2.4%  
    No. 2 21.1%   2.3%   20.2%   2.2%  
    No. 3 13.8%   1.5%   14.1%   1.5%  
    No. 4 11.8%   1.3%   13.4%   1.5%  
    No. 5 10.9%   1.2%   12.6%   1.4%  
    No. 6 10.0%   1.1%   12.2%   1.3%  
    No. 7 8.9%   1.0%   11.0%   1.2%  
    No. 8 8.9%   1.0%   10.1%   1.1%  
    No. 9 8.6%   0.9%   9.4%   1.0%  
    No. 10 8.2%   0.9%   9.3%   1.0%  
  (d) Top ten Borrower Groups                
    No. 1 44.2%   4.8%   41.3%   4.5%  
    No. 2 28.1%   3.1%   32.7%   3.6%  
    No. 3 28.1%   3.1%   23.5%   2.6%  
    No. 4 25.2%   2.7%   21.0%   2.3%  
    No. 5 19.1%   2.1%   19.2%   2.1%  
    No. 6 18.5%   2.0%   13.4%   1.5%  
    No. 7 14.3%   1.6%   12.1%   1.3%  
    No. 8 11.8%   1.3%   11.9%   1.3%  
    No. 9 11.4%   1.2%   11.8%   1.3%  
    No. 10 11.0%   1.2%   10.8%   1.2%  
                     
              % age to Total   % age to Total  
              Exposure   Exposure  
              As at   As at  
              March 31, 2003   March 31, 2002  
  (e) Five largest Industrial Sectors                
  No. 1         10.1%   10.9%  
  No. 2         9.6%   10.7%  
  No. 3         8.5%   9.1%  
  No. 4         5.2%   6.2%  
  No. 5         4.9%   5.1%  

F24






     
  schedules  
  forming part of the Accounts Continued

  b. Exchange Fluctuation
     
    Exchange Fluctuation aggregating Rs. 923.6 million, which arises on account of Rupee-tying Agreements with the Government of India, is held in “Exchange Fluctuation Suspense with Government Account” pending adjustment at maturity on receipt of payments from the Government for repayments to foreign lenders.
     
  c. Swap suspense (net) Swap Suspense (net) aggregating Rs. 128.7 million (debit), which arises out of conversion of foreign currency swaps, is held in “Swap Suspense Account” and will be reversed at conclusion of swap transactions with swap counter parties. d. Exchange Risk Administration Scheme Under the Exchange Risk Administration Scheme (“ERAS”), the Government of India has agreed to extend support to the Exchange Risk Administration Fund (“ERAF”), when it is in deficit and recoup its contribution in the event of surplus. The Bank can claim from the positive balance in the ERAF account maintained by the Industrial Development Bank of India (IDBI) to the extent of the deficit in the ERAS Exchange Fluctuation Account. If the balance in the ERAF account with IDBI is insufficient, a claim will be made on the Government of India through IDBI.
     
    The Government of India has foreclosed the scheme vide their letter F. N. 6 (3)/2002-IF.1 dated January 28, 2003. The total amount payable to the Government of India under the scheme amounting to Rs. 493.6 million has been included in Other Liabilities.
     
  e. Profit on sale of shares in ICICI Bank Limited is in respect of the shares held by erstwhile ICICI Limited and transferred to a Board of Trustees as per the scheme of amalgamation.
     
13. Comparative figures
   
  Consequent on the merger of ICICI, I PFS and I CAPS with the Bank effective March 30, 2002, current year figures are not comparable with those of the previous year. Figures of the previous year have been regrouped to conform to the current year’s presentation.

 
Signatures to Schedules 1 to 19
    For and on behalf of the Board of Directors
       
    N. VAGHUL K. V. KAMATH
    Chairman Managing Director & CEO
       
    LALITA D. GUPTE KALPANA MORPARIA
    Joint Managing Director Executive Director
       
    NACHIKET MOR CHANDA D. KOCHHAR
    Executive Director Executive Director
       
    S. MUKHERJI BALAJI SWAMINATHAN
    Executive Director Senior General Manager
       
  JYOTIN MEHTA N. S. KANNAN G. VENKATAKRISHNAN
Place : Mumbai General Manager & Chief Financial Officer & General Manager -
Date : April 25, 2003 Company Secretary Treasurer Accounting & Taxation Group

F25






     
  cash flow statement  
for the year ended March 31, 2003  

SCHEDULE 19         (Rs. in ‘000)  






 
Particulars     2002-2003   2001-2002  






 
CASH FLOW FROM OPERATING ACTIVITIES            
Net profit before taxes     7,803,872   2,897,990  
Adjustment for :            
Depreciation on fixed assets     5,059,415   640,913  
Net (appreciation)/depreciation on investments     3,094,311   (157,000)  
Provision in respect of non-performing assets (including prudential provision            
on standard assets)     14,749,848   2,682,900  
Provision for contingencies & others     63,900   27,000  
Loss on sale of fixed assets     65,038   627  
     
 
 
      30,836,384   6,092,430  
Adjustments for :            
(Increase) / Decrease in Investments     1,193,485   (153,127,918)  
(Increase) / Decrease in Advances     (74,578,831)   23,033,299  
Increase / (Decrease) in Borrowings     (149,162,389)   (14,704,085)  
Increase / (Decrease) in Deposits     160,841,952   157,069,033  
(Increase) / Decrease in Other assets     (24,500,144)   (5,070,756)  
Increase / (Decrease) in Other liabilities and provisions     3,266,612   10,395,316  
     
 
 
      (82,939,315)   17,594,889  
Payment of taxes (net)     (6,438,190)   (1,275,280)  
     
 
 
Net cash generated from operating activities (A)   (58,541,121)   22,412,039  
     
 
 
CASH FLOW FROM INVESTING ACTIVITIES            
Purchase of fixed assets     (4,516,874)   (244,184)  
Proceeds from sale of fixed assets     102,090   7,307  
     
 
 
Net cash generated from investing activities (B)   (4,414,784)   (236,877)  
     
 
 
CASH FLOW FROM FINANCING ACTIVITIES            
Proceeds from issue of share capital     315      
Repayment of subordinated debt     (17,882)   2,285,354  
Dividend and dividend tax paid       (971,340)  
     
 
 
Net cash generated from financing activities (C)   (17,567)   1,314,014  
     
 
 
Cash and cash equivalents on amalgamation (D)     68,437,439  
     
 
 
Net increase/(decrease) in cash and cash equivalents (A)+(B)+(C)+(D)   (62,973,472)   91,926,615  
     
 
 
Cash and cash equivalents as at April 1st     127,863,499   35,936,884  
Cash and cash equivalents as at March 31st     64,890,027   127,863,499  






 

Cash and Cash equivalents represent ‘Cash and balance with Reserve Bank of India’ and ‘Balances with banks and money at call and short notice’

    For and on behalf of the Board of Directors
       
    N. VAGHUL K. V. KAMATH
    Chairman Managing Director & CEO
       
    LALITA D. GUPTE KALPANA MORPARIA
    Joint Managing Director Executive Director
       
    NACHIKET MOR CHANDA D. KOCHHAR
    Executive Director Executive Director
       
    S. MUKHERJI BALAJI SWAMINATHAN
    Executive Director Senior General Manager
       
  JYOTIN MEHTA N.S. KANNAN G. VENKATAKRISHNAN
Place : Mumbai General Manager & Chief Financial Officer & General Manager -
Date : April 25, 2003 Company Secretary Treasurer Accounting & Taxation Group

AUDITORS’ CERTIFICATE
We have verified the attached cash flow statement of ICICI BANK LIMITED which has been compiled from and is based on the audited
financial statements for the years ended March 31, 2003 and March 31, 2002. To the best of our knowledge and belief and according
to the information and explanations given to us, it has been prepared pursuant to the requirements of Listing Agreements entered
into by ICICI Bank with stock exchanges.
     
For N. M. RAIJI & CO.   For S.R. BATLIBOI & CO.
Chartered Accountants   Chartered Accountants
     
JAYESH M. GANDHI   per VIREN H. MEHTA
Partner

Place: Mumbai
Date: April 25, 2003
  a Partner

F26






     
  section 212  
  Statement pursuant to Section 212 of the Companies Act, 1956, relating to Subsidiary Companies


Sr.
No.
Name of the Subsidiary Company Financial year of the Subsidiary ended on Number of Equity Shares held by ICICI Bank and/or its nominees in the Subsidiary as on March 31, 2003 Extent of         interest of ICICI Bank in Capital of Subsidiary Net aggregate amount of Profits/(Losses) of the Subsidiary so far as it concerns the Members of ICICI Bank and is not dealt with in the Accounts of ICICI Bank (see note 1) Net aggregate amount of Profits/Losses of the Subsidiary so far as it concerns the Members of ICICI Bank dealt with or provided for in the Accounts of ICICI Bank (see note 2)
         

          Rs. in thousands Rs. in thousands
         

          for the financial year ended March 31, 2003 for the previous financial years of the subsidiary since it became a subsidiary for the financial year ended on March 31, 2003 for the previous financial years of the subsidiary since it became a subsidiary

1. ICICI Securities and Finance Company Limited March 31, 2003 202,833,200 Equity Shares of Rs.10 each fully paid-up. 99.9% 318,664 1,258,110 710,510 1,567,850
2. ICICI Brokerage Services Limited March 31, 2003  4,500,700 Equity Shares of Rs. 10 each fully paid-up held by ICICI Securities and Finance Company Limited. 99.9% 54,774 93,987   Nil  Nil
3. ICICI Venture Funds Management Company Limited March 31, 2003 3,124,890 Equity Shares of Rs. 10 each fully paid. 100% 34,327 198,544   151,875 348,736
4. ICICI International Limited, Mauritius March 31, 2003  40,000 Ordinary Shares of USD 10 each fully paid-up. 100% 13 11,513 2,446  13,336
5. ICICI Home Finance Company Limited March 31, 2003  115,000,000 Equity Shares of Rs. 10 each fully paid. 100% 56,450 136,486 230,000  Nil
6. ICICI Trusteeship Services Limited March 31, 2003  800 Equity Shares of Rs. 10 each fully paid. 100% 225 214 Nil Nil
7. ICICI Investment Management Company Limited March 31, 2003 10,000,700 Equity Shares of Rs. 10 each fully paid-up. 100% 5,242 7,623 Nil Nil
8. ICICI Prudential Life Insurance Company Limited March 31, 2003 314,500,000 Equity Shares of Rs. 10 each fully paid-up  74% 1,089,142) (775,928) Nil Nil
9. ICICI Lombard General Insurance Company Limited March 31, 2003 81,400,000 Equity Shares of Rs.10 each fully paid-up   74% 24,405 (75,429)  Nil Nil
10 ICICI Securities Holdings, Inc. March 31, 2003  1,600,000 Shares of USD 1 each held by ICICI Securities & Finance Company Limited  99.9% 3,057 (9,103) Nil  Nil
11 ICICI Securities Inc. March 31, 2003  1,050,000 Commom Stock of USD 1 each, fully paid up held by ICICI Sec. Holding Inc.  99.9% (5,484) (18,134) Nil Nil

1. The above companies which were subsidiaries of erstwhile ICICI Limited have become subsidiaries of the Bank consequent to merger of ICICI Limited with ICICI Bank.
2. The amount received by the erstwhile ICICI Limited upto March 29, 2002 as dividend as also been included in the reserves of ICICI Bank.
3. ICICI Bank UK Limited (ICICI Bank UK) was incorporated on February 11, 2003 as a 100% subsidiary of ICICI Bank Limited with paid-up share capital of 1 pound. No accounts have been prepared for financial period ended on March 31, 2003.

    For and on behalf of the Board of Directors
       
    N. VAGHUL K. V. KAMATH
    Chairman Managing Director & CEO
       
    LALITA D. GUPTE KALPANA MORPARIA
    Joint Managing Director Executive Director
       
    NACHIKET MOR CHANDA D. KOCHHAR
    Executive Director Executive Director
       
    S. MUKHERJI BALAJI SWAMINATHAN
    Executive Director Senior General Manager
       
  JYOTIN MEHTA N. S. KANNAN G. VENKATAKRISHNAN
Place : Mumbai General Manager & Chief Financial Officer & General Manager -
Date : April 25, 2003 Company Secretary Treasurer Accounting & Taxation Group

F27








consolidated financial statements of
ICICI Bank Limited and
its subsidiaries

 

F28






     
  auditors’ report  
  to the Board of Directors of ICICI Bank Limited on the Consolidated Financial Statements of ICICI Bank Limited and its Subsidiaries, Associates and Joint Ventures

We have examined the attached consolidated balance sheet of ICICI Bank Limited, and its subsidiaries, associates and joint ventures (the Group) as at March 31, 2003, the Consolidated Profit and Loss Account and Consolidated Cash Flow Statement for the year then ended prepared in accordance with accounting principles generally accepted in India.

These financial statements are the responsibility of the ICICI Bank Limited’s management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with generally accepted auditing standards in India. These Standards require that we plan and perform the audit to obtain reasonable assurance whether the financial statements are free of material misstatements. An audit includes, examining on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statements. We believe that our audit provides a reasonable basis for our opinion.

We did not jointly audit the financial statements of the subsidiaries, associates and joint ventures, whose financial statements reflect total assets of Rs.55,391.4 million as at March 31, 2003, and total revenues of Rs.8,083.5 million for the year then ended. These financial statements have been audited by either of us singly or jointly with others or by other auditors, insofar as it relates to the amounts included in respect of those subsidiaries, associates and joint ventures, is based on the report of those respective auditors.

We report that -

1. We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purposes of our audit and have found them to be satisfactory;
   
2. The consolidated financial statements have been prepared by the Bank in accordance with the requirements of Accounting Standard (AS) 21, Consolidated Financial Statements, issued by the Institute of Chartered Accountants of India and on the basis of the separate financial statements of ICICI Bank Limited and its subsidiaries, associates and joint ventures included in the consolidated financial statements.
   
3. On the basis of the information and explanations given to us and on the consideration of the separate audit reports on individual audited financial statements of ICICI Bank Limited and its subsidiaries, associates and joint ventures, we are of the opinion that in conformity with the accounting principles generally accepted in India:
   
  a. the Consolidated Balance Sheet gives a true and fair view of the state of affairs of the group as at March 31, 2003;
     
  b. the Consolidated Profit and Loss Account gives a true and fair view of the results of operations of the group for the year then ended; and
     
  c. the Consolidated Cash Flow Statement gives a true and fair view of the cash flows of the group for the year then ended.

For N.M. RAIJI & CO. For S.R. BATLIBOI & CO.
Chartered Accountants Chartered Accountants
   
JAYESH M. GANDHI per VIREN H. MEHTA
Partner a Partner
   
Mumbai: April 25, 2003  

F29






     
  consolidated balance sheet  
as of March 31, 2003  

          As on  
  Schedule   (Rs. in ‘000s)   31.03.2002  
             
CAPITAL AND LIABILITIES            
Capital 1   9,626,600   9,625,472  
Reserves and Surplus 2   60,594,980   54,163,567  
Minority Interest     71,309   608,580  
Deposits 3   479,507,012   322,171,170  
Borrowings 4   367,215,827   516,140,058  
Liabilities on Life Policies in force     3,911,716   1,332,029  
Other liabilities and provisions 5   173,404,234   164,130,138  
     
 
 
   TOTAL     1,094,331,678   1,068,171,014  
     
 
 
             
ASSETS            
Cash and balance with Reserve Bank of India 6   49,089,557   17,780,348  
Balances with banks and money at call and short notice 7   16,407,439   110,894,279  
Investments 8   377,753,510   372,748,416  
Advances 9   539,089,650   479,072,519  
Fixed Assets 10   41,257,334   44,151,919  
Other Assets 11   70,734,188   43,523,533  
     
 
 
   TOTAL     1,094,331,678   1,068,171,014  
     
 
 
Contingent liabilities 12   937,472,700   438,008,528  
Bills for collection     13,367,843   13,234,184  
Significant Accounting Policies and Notes to Accounts 18          
Cash Flow Statement 19          
             
             

The Schedules referred to aboveform an integral part of theBalance Sheet.
       
As per our Report of even date For and on behalf of the Board of Directors
       
For N.M. RAIJI & CO.   N. VAGHUL K. V. KAMATH
Chartered Accountants   Chairman Managing Director & CEO
       
JAYESH M. GANDHI   LALITA D. GUPTE KALPANA MORPARIA
Partner   Joint Managing Director Executive Director
       
For S.R. BATLIBOI & CO.   NACHIKET MOR CHANDA D. KOCHHAR
Chartered Accountants   Executive Director Executive Director
       
per VIREN H. MEHTA   S. MUKHERJI BALAJI SWAMINATHAN
a Partner   Executive Director Senior General Manager
       
  JYOTIN MEHTA N.S. KANNAN G. VENKATAKRISHNAN
Place : Mumbai General Manager & Chief Financial Officer & General Manager -
Date : April 25, 2003 Company Secretary Treasurer Accounting & Taxation Group

F30






     
  consolidated profit and loss account  
  for the year ended March 31, 2003  

            Year ended  
    Schedule   (Rs. in ‘000s)   31.03.2001  
               
I. INCOME            
  Interest earned 13   96,908,195   21,539,054  
  Other income 14   25,239,011   5,791,261  
  Profit on sale of shares of ICICI Bank Limited held by            
  erstwhile ICICI Limited     11,910,517      
       
 
 
      TOTAL     134,057,723   27,330,315  
       
 
 
II. EXPENDITURE            
  Interest expended 15   81,267,904   15,603,176  
  Operating expenses 16   27,482,541   6,254,801  
  Provisions and contingencies 17   13,791,720   2,887,464  
       
 
 
      TOTAL     122,542,165   24,745,441  
       
 
 
III. PROFIT/LOSS            
  Net profit for the year     11,515,558   2,584,874  
  Minority Int. P/L Credit/(Debit)     (4,400)   (391)  
  Net profit after Minority Interest     11,519,958   2,585,265  
  Profit brought forward     197,889   8,294  
       
 
 
      TOTAL     11,717,847   2,593,559  
       
 
 
IV. APPROPRIATIONS/TRANSFERS            
  Statutory Reserve     3,020,000   650,000  
  Transfer from Debenture Redemption Reserve     (100,000)      
  Capital Reserve     2,000,000      
  Investment Fluctuation Reserve     1,000,000   160,000  
  Special Reserve     500,000   140,000  
  Revenue and other Reserves     100,000   960,000  
  Proposed equity share Dividend     4,597,758      
  Proposed preference share Dividend     35      
  Interim dividend paid       440,717  
  Corporate dividend tax     589,092   44,953  
  Balance carried over to Balance Sheet     10,962   197,889  
       
 
 
      TOTAL     11,717,847   2,593,559  
       
 
 
Significant Accounting Policies and Notes to Accounts 18          
             
Cash Flow Statement 19          
             
Earning per Share (Refer note B. 9)            
  Basic (Rs.)     18.79   11.  
  Diluted (Rs.)     18.77   11.  
               
               

The Schedules referred to aboveform an integral part of theBalance Sheet.
       
As per our Report of even date For and on behalf of the Board of Directors
       
For N.M. RAIJI & CO.   N. VAGHUL K. V. KAMATH
Chartered Accountants   Chairman Managing Director & CEO
       
JAYESH M. GANDHI   LALITA D. GUPTE KALPANA MORPARIA
Partner   Joint Managing Director Executive Director
       
For S.R. BATLIBOI & CO.   NACHIKET MOR CHANDA D. KOCHHAR
Chartered Accountants   Executive Director Executive Director
       
per VIREN H. MEHTA   S. MUKHERJI BALAJI SWAMINATHAN
a Partner   Executive Director Senior General Manager
       
  JYOTIN MEHTA N.S. KANNAN G. VENKATAKRISHNAN
Place : Mumbai General Manager & Chief Financial Officer & General Manager -
Date : April 25, 2003 Company Secretary Treasurer Accounting & Taxation Group

F31






     
  schedules  
forming part of the Consolidated Balance Sheet as on March 31, 2003 

      As on  
  (Rs. in ‘000s)   31.03.2002  
         
SCHEDULE 1 — CAPITAL        
         
Authorised Capital        
1550,000,000 equity shares of Rs. 10 each 15,500,000   3,000,000  
                     (Previous year 300,000,000 equity shares of Rs. 10 each)        
              350 preference shares of Rs 10 million each. 3,500,000    
 
 
 
Issued, Subscribed and Paid-up Capital        
613,031,404 (Previous year 220,358,680) equity shares of Rs. 10 each1 6,130,314   2,203,587  
Less:   Calls unpaid (3,744)    
Add:     Issued 3,000 equity shares of Rs. 10 each on exercise of        
           employee stock option 30    
         
Share Capital Suspense (Net)        
[Previous year : represents face value of 392,672,724 equity shares to        
be issued to shareholders of ICICI Limited on amalgamation]   3,921,885  
         
Preference Share Capital2        
[Represents face value of 350 preference shares of Rs. 10 million        
each issued to preference share holders of erstwhile ICICI Limited on        
amalgamation redeemable at par on April 20, 2018] 3,500,000    
         
Preference Share Capital Suspense2        
[Represents face value of 350 preference shares to be issued to        
preference share holders of ICICI Limited on amalgamation redeemable        
at par on April 20, 2018]   3,500,000  
 
 
 
      TOTAL 9,626,600   9,625,472  
 
 
 
         
1. Includes:
     
  a) 31,818,180 underlying equity shares consequent to the ADS issue.
  b) 23,539,800 equity shares issued to the equity share holders of Bank of Madura Limited on amalgamation.
  c) 264,465,582 equity shares issued to the equity share holders [excluding ADS holders] of ICICI Limited on amalgamation.
  d) 128,207,142 underlying equity shares issued to the ADS holders of ICICI Limited onamalgamation.
     
2. The notification from Ministry of Finance has currently exempted the Bank from the restriction of Section 12 (1) of the Banking Regulation Act, 1949, which prohibits issue of preference shares by banks.

F32






     
  schedules  
  forming part of the Consolidated Balance Sheet as on March 31, 2003 Continued

        As on  
    (Rs. in ‘000s)   31.03.2002  
           
SCHEDULE 2 — RESERVES AND SURPLUS        
           
I. Statutory Reserve        
  Opening balance 2,627,337   1,844,307  
  Additions during the year 3,044,990   783,030  
  Deductions during the year    
  Closing balance 5,672,327   2,627,337  
II. Debenture Redemption Reserve        
  Opening balance 100,000    
  Additions during the year   100,000  
  Deductions during the year 100,000    
  Closing balance   100,000  
III. Special Reserve        
  Opening balance 10,973,030    
  Additions during the year 612,366   10,973,030  
  Deductions during the year    
  Closing balance 11,585,396   10,973,030  
IV. Share Premium        
  Opening balance* 8,341,025   8,014,085  
  Additions during the year (on exercise of employee stock options) 285   319,670  
  Deductions during the year    
  Closing balance 8,341,310   8,333,755  
V. Investment Fluctuation Reserve        
  Opening balance 403,950   113,350  
  Additions during the year 889,422   290,600  
  Deductions during the year    
  Closing balance 1,293,372   403,950  
VI. Capital Reserve        
  Opening balance 141,300    
  Additions during the year 2,000,000   141,300  
  Deductions during the year** (3,600)    
  Closing balance 2,137,700   141,300  
VII. Revenue and other Reserves        
  Opening balance ***31,386,306   911,206  
  Additions during the year 167,607   30,475,100  
  Deductions during the year    
  Closing balance 31,553,913   ***31,386,306  
VII. Balance in Profit and Loss Account 10,962   197,889  
   
 
 
  TOTAL 60,594,980   54,163,567  
   
 
 
           
* Net of Share Premium in Arrears Rs. 24.1 million. [Previous year Rs. 31.4 million]
     
** Represents effect of deconsolidation of certain subsidiaries [Refer Schedule 18(A)(3)].
   
*** Includes:
  a) Amount transferred on amalgamation of Bank of Madura Limited Rs. 20.7 million.
  b) Rs. 117.7 million being excess of face value of equity shares issued over net assets and reserves of Bank of Madura Limited on amalgamation.
  c) Rs. 32,108.2 million on amalgamation with ICICI Limited, ICICI Personal Financial Services Limited and ICICI Capital Services Limited.
  d) Rs. 960.0 million transferred from Profit and Loss Account.
Net of e) Rs. 327.3 million being deferred tax liability as at March 31, 2001 in accordance with the transitional provisions of Accounting Standard 22 on “Accounting for Income-Taxes.”

F33






     
  schedules  
forming part of the Consolidated Balance Sheet as on March 31, 2003 Continued

            As on  
        (Rs. in ‘000s)   31.03.2002  
               
SCHEDULE 3 — DEPOSITS        
             
A. I. Demand Deposits        
    i) From banks 919,592   1,089,978  
    ii) From others 35,259,501   26,088,139  
             
  II. Savings Bank Deposits 37,932,081   24,970,029  
             
  III. Term Deposits        
    i) From banks 53,585,875   44,565,784  
    ii) From others 351,809,963   225,457,240  
       
 
 
  TOTAL   479,507,012   322,171,170  
       
 
 
B. I. Deposits of branches in India 479,507,012   322,171,170  
       
 
 
  TOTAL   479,507,012   322,171,170  
       
 
 
               
SCHEDULE 4 — BORROWINGS        
           
I. Borrowings in India        
  i) Reserve Bank of India 8,000,000   1,408,900  
  ii) Other banks 36,837,487   26,877,535  
  iii) Other institutions and agencies        
    a) Government of India 5,210,408   6,009,357  
    b) Financial Institutions 25,658,489   21,842,092  
             
II. Borrowings in the form of        
  i) Deposits (including deposits taken over from ICICI Limited) 6,665,336   42,499,895  
  ii) Commercial Paper 2,270,700   7,022,886  
  iii) Bonds and Debentures (excluding subordinated debt)        
    a) Debentures and Bonds guaranteed by the        
      Government of India 14,815,000   18,240,000  
    b) Tax free Bonds 800,000   800,000  
    c) Non convertible portion of partly convertible notes   1,331,936  
    d) Borrowings under private placement of bonds carrying        
      maturity of one to thirty years from the date of        
      placement 91,289,109   193,569,377  
    e) Bonds Issued under multiple option/safety bonds series        
      - Regular Interest Bonds 16,722,052   34,175,231  
      - Deep Discount Bonds 6,098,808   6,214,122  
      - Bonds with premium warrants 588,947   506,078  
      - Index Bonds    
      - Encash Bonds 1,892,690   2,493,030  
      - Tax Saving Bonds 80,125,313   74,933,163  
      - Easy Instalment Bonds 31,337   31,359  
      - Pension Bonds 54,469   51,729  
    f) Application Money pending allotment 11,238,896   5,374,495  
             
III. Borrowings outside India        
  i) From Multilateral/Bilateral Credit Agencies (guaranteed by        
    the Government of India equivalent of Rs. 20,335.6 million) 25,417,795   25,213,694  
  ii) From International Banks, Institutions and Consortiums 27,947,995   29,347,659  
  iii) By way of Bonds and Notes 5,550,996   18,197,520  
       
 
 
  TOTAL   367,215,827   516,140,058  
     
 
 

Secured borrowings in I, II and III above is Rs. 8,000 million (Previous year Rs. Nil)






     
  schedules  
  forming part of the Consolidated Balance Sheet as on March 31, 2003 Continued

          As on  
      (Rs. in ‘000s)   31.03.2002  
             
SCHEDULE 5 – OTHER LIABILITIES AND PROVISIONS        
           
I. Bills payable 10,305,536   8,173,313  
           
II. Inter-office adjustments (net)   330,459  
           
III. Interest accrued 16,270,883   22,927,812  
             
IV. Unsecured Redeemable Debentures/Bonds 97,495,259   97,513,141  
  [Subordinated for Tier II Capital]        
             
V. Others        
  a) Security Deposits from Clients 3,540,625   813,904  
  b) Sundry creditors 17,337,676   12,567,657  
  c) Received for disbursements under special program 2,548,454   2,547,297  
  d) Swap Suspense (Refer Note B. 11b)   253,910  
  e) ERAS Exchange Fluctuation Account   679,348  
  f) Liabilities on non-life policies in force 42,242   14,788  
  g) Other Liabilities (including provisions)* 25,863,559   19,640,538  
     
 
 
  TOTAL 173,404,235   165,462,167  
   
 
 
* Includes:        
  a) Deferred Tax Liabilities Rs NIL [Previous year        
    Rs. 1,470.5 million].        
  b) Proposed dividend Rs 4,597.8 million [Previous year        
    Rs. NIL].        
  c) Corporate dividend Tax payable Rs. 589.1 million [Pevious year Rs. NIL].        
             
             
SCHEDULE 6 – CASH AND BALANCES WITH RESERVE BANK OF INDIA
             
I. Cash in hand (including foreign currency notes) 3,591,341   2,492,657  
             
II. Balances with Reserve Bank of India        
  i) In Current Accounts 45,498,216   15,285,691  
  ii) In Other Accounts   2,000  
     
 
 
  TOTAL 49,089,557   17,780,348  
     
 
 
             
SCHEDULE 7 – BALANCES WITH BANKS AND        
             MONEY AT CALL AND SHORT NOTICE        
             
I. In India        
             
  i) Balances with banks        
    a) in Current Accounts 2,360,618   9,495,956  
    b) in Other Deposit Accounts 6,116,918   19,421,614  
             
  ii) Money at call and short notice        
    a) with Banks 1,925,000   39,241,081  
    b) with Other Institutions 3,227,500   2,340,000  
     
 
 
  TOTAL   13,630,036   70,498,651  
             
II. Outside India        
             
  i) in Current Accounts 917,824   1,503,323  
  ii) in Other Deposit Accounts 637,790   12,881,905  
  iii) Money at call and short notice 1,221,789   26,010,400  
     
 
 
  TOTAL 2,777,403   40,395,628  
     
 
 
  GRAND TOTAL (I + II) 16,407,439   110,894,279  
     
 
 
             
          F35  





     
  schedules  
forming part of the Consolidated Balance Sheet as on March 31, 2003 Continued

            As on  
        (Rs. in ‘000s)   31.03.2002  
               
SCHEDULE 8 — INVESTMENTS [Net of provision]        
           
I. Investments in India        
             
  i) Government securities 273,352,054   243,048,521  
  ii) Other approved securities 344,477   704,645  
  iii) Shares 26,388,366   25,970,806  
  iv) Debentures and Bonds 62,215,264   69,590,999  
  v) Subsidiaries, joint ventures and/or associates 14,426    
  vi) Others (CPs, Mutual Fund Units, etc.) 15,367,731   33,326,766  
       
 
 
  TOTAL     377,682,318   372,641,737  
       
 
 
II. Investments outside India        
             
  i) Subsidiaries and/or joint ventures abroad    
  ii) Others 71,192   106,679  
       
 
 
  TOTAL 71,192   106,679  
       
 
 
  GRAND TOTAL (I + II) 377,753,510   372,748,416  
       
 
 
               
SCHEDULE 9 — ADVANCES        
             
A. i) Bills purchased and discounted 4,376,415   16,541,223  
  ii) Cash credits, overdrafts and loans repayable on demand 31,340,244   24,025,073  
  iii) Term loans 495,323,675   430,200,453  
  iv) Securitisation, Finance lease and Hire Purchase receivables 8,049,316   8,305,770  
       
 
 
  TOTAL   539,089,650   479,072,519  
       
 
 
B. i) Secured by tangible assets        
    [includes advances against Book Debt] 506,696,440   446,042,464  
  ii) Covered by Bank/Government Guarantees 16,998,486   10,293,612  
  iii) Unsecured 15,394,724   22,736,443  
       
 
 
  TOTAL   539,089,650   479,072,519  
       
 
 
C. I. Advances in India        
             
    i) Priority Sector 89,376,024   19,859,144  
    ii) Public Sector 18,974,073   43,562,087  
    iii) Banks 1,013,245   1,794,497  
    iv) Others 429,190,181   413,236,370  
       
 
 
  TOTAL   538,553,523   478,452,098  
       
 
 
  II. Advances outside India        
    i) Due from banks    
    ii) Due from others    
      a)  Bills purchased and discounted    
      b)  Syndicated loans    
      c)  Others 536,127   620,421  
       
 
 
  TOTAL   536,127   620,421  
       
 
 
  GRAND TOTAL (C. I and II) 539,089,650   479,072,519  
   
 
 

F36






     
  schedules  
  forming part of the Consolidated Balance Sheet as on March 31, 2003 Continued

        As on  
    (Rs. in ‘000s)   31.03.2002  
           
SCHEDULE 10 — FIXED ASSETS        
           
I. Premises        
  At cost as on March 31st of preceding period 15,584,439   2,030,868  
  Additions during the year 3,752,559   1,318,556  
  Additions on Amalgamation   12,377,806  
  Deductions during the year (3,001,041)   (142,791)  
  Depreciation to date (723,665)   (390,937)  
   
 
 
  Net Block 15,612,292   15,193,502  
   
 
 
II. Other Fixed Assets (including Furniture and Fixtures)        
  At cost as on March 31st of preceding year 7,670,105   2,535,245  
  Additions during the year 4,009,073   1,731,328  
  Additions on Amalgamation   3,413,358  
  Deductions during the year (384,691)   (9,826)  
  Depreciation to date (3,415,418)   (1,480,552)  
   
 
 
  Net Block 7,879,069   6,189,553  
   
 
 
III. Assets given on Lease        
  At cost as on March 31st of preceding year* 23,446,795   1,330,663  
  Additions during the year 343,565   69,190  
  Additions on amalgamation   22,270,582  
  Deductions during the year (2,243,981)   (223,640)  
  Depreciation to date, accumulated lease adjustment and provisions (3,780,406)   (677,931)  
   
 
 
  Net Block 17,765,973   22,768,864  
   
 
 
  TOTAL 41,257,334   44,151,919  
   
 
 
* Includes repossessed Leased Asset Rs. 96.0 million        
         
SCHEDULE 11 — OTHER ASSETS        
           
I. Inter-office adjustments (net) 1,034,655    
II. Interest accrued 19,761,130   18,654,284  
III. Tax paid in advance/tax deducted at source (net) 14,192,470   10,156,251  
IV. Stationery and Stamps 8,084   5,034  
V. Non-banking assets acquired in satisfaction of claims* 4,538,354   2,067,795  
VI. Others        
  a)  Advance for Capital Assets 1,563,466   2,058,667  
  b)  Outstanding Fees and Other Income 2,527,873   1,732,539  
  c)  Exchange Fluctuation Suspense with Government of India        
       (Refer Note B 11 (a)) 923,573   1,111,919  
  d)  Swap Suspense (Refer Note B 11 (b)) 128,667    
  e)  Others** 26,055,916   ***7,737,044  
   
 
 
  TOTAL 70,734,188   43,523,533  
   
 
 
           
* Includes certain non-banking assets acquired in satisfaction of claims are in the process of being transferred in the Banks’ name.  
** Includes Net Deferred Tax Asset of Rs. 5,053.9 million [Previous year Net Deferred Tax Liability Rs. 1,470.5 million].  
*** Includes Rs. 1,244.5 million [representing 101,395,949 equity shares being shares held by erstwhile ICICI Limited in ICICI Bank Limited] transferred to a trust.  

SCHEDULE 12 — CONTINGENT LIABILITIES

I. Claims against the Bank not acknowledged as debts 20,365,980   10,236,207  
II. Liability for partly paid investments 1,804,936   2,615,161  
III. Liability on account of outstanding forward exchange contracts 251,030,498   152,545,916  
IV. Guarantees given on behalf of constituents in India 106,478,281   93,516,016  
V. Acceptances, endorsements and other obligations 43,251,942   17,391,049  
VI. Currency Swaps 29,109,450   20,414,675  
VII. Interest Rate Swaps 455,894,698   122,041,565  
VIII. Other items for which the Bank is contingently liable 29,536,915   19,247,939  
   
 
 
  TOTAL 937,472,700   438,008,528  
   
 
 
           
        F37  





     
  schedules  
forming part of the Consolidated Profit and Loss Account for the year ended March 31, 2003 

        Year ended  
    (Rs. in ‘000s)   31.03.2002  
           
SCHEDULE 13 — INTEREST EARNED        
           
I. Interest/discount on advances/bills 61,628,197   7,725,058  
II. Income on investments 30,889,875   12,349,422  
III. Interest on balances with Reserve Bank of India and other inter-        
  bank funds 2,368,947   1,226,299  
IV. Others 2,021,176   238,275  
   
 
 
  TOTAL 96,908,195   21,539,054  
   
 
 
SCHEDULE 14 — OTHER INCOME        
           
I. Commission, exchange and brokerage 8,660,753   2,308,887  
II. Profit/(Loss) on sale of investments (net) 5,866,324   3,057,134  
III. Profit/(Loss) on revaluation of investments (net) 1,487   (126,432)  
IV. Profit/(Loss) on sale of land, buildings and other assets (net).. (66,586)   (627)  
V. Profit/(Loss) on foreign exchange transactions (net) (including        
  premium amortisation) 102,431   372,200  
VI. Income earned by way of dividends, etc. from subsidiary        
  companies and/or joint ventures abroad/in India    
VII. Miscellaneous Income (Including Lease Income) 10,674,602   180,099  
   
 
 
  TOTAL 25,239,011   5,791,261  
   
 
 
SCHEDULE 15 — INTEREST EXPENDED        
           
I. Interest on deposits 24,797,095   13,896,190  
II. Interest on Reserve Bank of India/inter-bank borrowings 3,076,050   478,387  
III. Others 53,394,759   1,228,599  
   
 
 
  TOTAL 81,267,904   15,603,176  
   
 
 
SCHEDULE 16 — OPERATING EXPENSES        
           
I. Payments to and provisions for employees 4,894,633   1,475,464  
II. Rent, taxes and lighting 1,439,530   664,685  
III. Printing and Stationery 807,914   353,022  
IV. Advertisement and publicity 892,789   79,657  
V. Depreciation on Bank’s property 2,035,237   526,791  
VI. Depreciation on leased assets 3,166,538   115,000  
VII. Directors’ fees, allowances and expenses 2,199   1,569  
VIII. Auditors’ fees and expenses (including branch auditors) 20,252   3,105  
IX. Law Charges 178,387   15,149  
X. Postages, Telegrams, Telephones, etc. 1,133,398   377,703  
XI. Repairs and maintenance 1,555,653   783,916  
XII. Insurance 269,697   141,533  
XIII. Other expenditure* 11,086,314   **1,717,207  
   
 
 
  TOTAL 27,482,541   6,254,801  
   
 
 
* Includes Rs. 2,588.1 million (Previous year Rs. 0.9 million) for        
  Premium ceded and Change in liability for life policies in force.        
** Includes Rs. 91.5 million amortisation of ADS issue expenses.        
           
SCHEDULE 17 — PROVISIONS AND CONTINGENCIES        
           
I. Income Tax        
  – Current period tax 2,957,051   1,213,300  
  – Deferred Tax adjustment (6,518,520)   (903,300)  
II. Wealth Tax 22,500   5,000  
III. Additional depreciation/(write-back of depreciation) on investments . 2,444,174   (137,436)  
IV. Provision for advances (net) 13,282,615   2,682,900  
V. Prudential provision on standard assets 1,540,000    
VI. Others 63,900   27,000  
   
 
 
    13,791,720   2,887,464  
   
 
 

F38






     
  schedules  
  forming part of the Consolidated Accounts Continued

SCHEDULE 18

A. SIGNIFICANT ACCOUNTING POLICIES
   
1. Overview
   
  ICICI Bank Limited together with its subsidiaries, joint ventures and associates (collectively, the Group) is a diversified financial services group providing a variety of banking and financial services including project finance, working capital finance, venture capital finance, investment banking, treasury products and services, retail banking and broking.
   
  ICICI Bank Limited (‘ICICI Bank’ or ‘the Bank’), incorporated in Vadodara, India is a publicly held bank engaged in providing a wide range of banking and financial services including commercial banking and treasury operations. ICICI Bank is a banking company governed by the Banking Regulation Act, 1949.
   
2. Principles of consolidation
   
  The consolidated financial statements include the accounts of ICICI Bank, its subsidiaries, associates and joint ventures.
   
  The Bank consolidates all subsidiaries as defined in Accounting Standard (‘AS’) 21 “Consolidated Financial Statements” issued by the Institute of Chartered Accountants of India (‘ICAI’) on line by line basis by adding together like items of assets, liabilities, income and expenses. Further, the Bank accounts for investments in associates as defined by AS 23 “Accounting for Investments in Associates in Consolidated Financial Statements” by the equity method of accounting. The Bank has investments in certain joint ventures, which have been consolidated by the proportionate consolidation method as required by AS 27 on “Financial Reporting of Interests in Joint Ventures.”
   
3. Basis of preparation
   
 

In fiscal 2001, ICICI Bank acquired and merged Bank of Madura into itself in an all-stock deal. Effective March 30, 2002, ICICI Bank acquired ICICI Limited (‘ICICI’) and two of its retail finance subsidiaries, ICICI Personal Financial Services Limited (‘I PFS’) and ICICI Capital Services Limited (‘I CAPS’) along with ICICI’s interest in its subsidiaries in an all-stock deal. The amalgamation was accounted for as per the approved Scheme of Amalgamation and the purchase method of accounting.

   
  The accounting and reporting policies of the Group used in the preparation of these financial statements conform with the Accounting Standards issued by ICAI, the guidelines issued by the Reserve Bank of India (‘RBI’), Insurance Regulatory and Development Association (‘IRDA’) and National Housing Bank (‘NHB’) from time to time as applicable to relevant companies and generally accepted accounting principles prevailing in India.
   
  The Group follows the accrual method of accounting and historical cost convention.
   
  The preparation of financial statements requires the management to make estimates and assumptions considered in the reported amounts of assets and liabilities (including contingent liabilities) as of the date of the financial statements and the reported income and expenses during the reporting period. Management believes that the estimates used in the preparation of the financial statements are prudent and reasonable. Future results could differ from these estimates. The consolidated financial statements include the results of the following entities:
 




  Sr. Name of the Company Country/ Relation Ownership
  No.   Residence   Interest
 




  1. ICICI Securities and Finance Company Limited India Subsidiary 99.92%
  2. ICICI Brokerage Services Limited India Subsidiary 99.92%
  3. ICICI Securities Inc. USA Subsidiary 99.92%
  4. ICICI Securities Holding Inc. USA Subsidiary 99.92%
  5. ICICI Venture Funds Management Company Limited India Subsidiary 99.99%
  6. ICICI Home Finance Company Limited India Subsidiary 100.00%
  7. ICICI Trusteeship Services Limited India Subsidiary 100.00%
  8. ICICI Investment Management Company Limited India Subsidiary 100.00%
  9. ICICI International Limited Mauritius Subsidiary 100.00%
  10. ICICI Bank UK Limited United Kingdom Subsidiary 100.00%
  11. ICICI Property Trust India Direct holding 100.00%
  12. ICICI Eco-net Internet & Technology Fund India Direct holding 92.12%
  13. ICICI Equity Fund India Direct holding 100.00%
  14. ICICI Emerging Sectors Fund India Direct holding 100.00%
  15. ICICI Strategic Investments Fund India Direct holding 100.00%
 




           
          F39





     
  schedules  
forming part of the Consolidated Accounts Continued

 

The financial statements of the subsidiaries used in the consolidation are drawn upto the same reporting date as that of the Bank, i.e. year ended March 31, 2003.

The investment in TCW/ICICI Investment Partners LLC. (holding of the Bank is 50%) is accounted under equity method as per AS 23.

During the year, the Bank has adopted AS 27 and the investments in the following companies have been accounted in accordance with the provisions of AS 27 :-

 



  Sr. Name of the Company Country/ Percentage
  No.   Residence Holding
 



  1. ICICI Prudential Life Insurance Company Limited India 74.00%
  2. ICICI Lombard General Insurance Company Limited India 74.00%
  3. Prudential ICICI Asset Management Company Limited India **44.99%
  4. Prudential ICICI Trust Limited India **44.80%
 



         
  ** Indicates holding by ICICI Bank Limited along with its subsidiaries.    
         
  During the year, the following entities (whose shares have been held by various funds managed by ICICI Venture Funds Management Company Limited, a subsidiary of the Bank), were deconsolidated since these investments had been made by the venture capital subsidiary of the Bank and the control in these entities is intended to be temporary:
         
  1. ICICI Web-Trade Limited    
  2. Reclamation Properties (India) Private Limited (formerly ICICI Properties Private Limited)
  3. Reclamation Real Estate (India) Private Limited (formerly ICICI Real Estate Company Private Limited)
  4. Reclamation Realty (India) Private Limited (formerly ICICI Realty Private Limited)
  5. ICICI West Bengal Infrastructure Development Corporation Limited
  6. ICICI KINFRA Limited
  7. ICICI Knowledge Park    
         
  ICICI Information Technology Fund, which had been consolidated as subsidiary as on March 31, 2002, has subsequently redeemed the holding of ICICI Bank during the current year and has since ceased to be a subsidiary.
         
4. Revenue Recognition    
         
  ICICI Bank Limited    
         
  a) Interest income is recognised in the Profit and Loss Account as it accrues except in the case of non-performing assets where it is recognised upon realisation as per the prudential norms of RBI. Accrual of income is also suspended on certain other loans, including projects under implementation where the implementation has been significantly delayed and in the opinion of the management significant uncertainties exist as to the final financial closure and/or date of completion of the project.
  b) Income from hire purchase operations is accrued by applying the interest rate implicit on outstanding investments.
  c) Income from leases is calculated by applying the interest rate implicit in the lease to the net investment outstanding on the lease over the primary lease period. Leases effected from April 1, 2001 have been accounted as per AS 19 on “Accounting for Leases” issued by ICAI.
  d) Income on discounted instruments is recognised over the tenure of the instrument on a constant yield basis.
  e) Dividend is accounted on an accrual basis when the right to receive the dividend is established.
  f) Fees received as a compensation of future interest sacrifice is amortised over the remaining period of the facility.
  g) Arranger’s fee is accrued proportionately where more than 75% of the total amount of finance has been arranged.
  h) All other fees are recognised upfront on their becoming due.
  i) Income arising from sell down of loan assets is recognised upfront in excess of the future servicing cost of the assets sold and projected delinquencies and included in Interest income.
  j) Guarantee commission is recognised over the period of the guarantee.
     
  Other entities
     
  k) Fees earned on non-fund based activities such as issue management, loan syndication, financial advisory services etc., are recognised based on the stage of completion of assignments and the bills raised for the recovery of fees.
  l) Income from brokerage activities is recognised as income on the trade date of the transaction. Related expenditure incurred for procuring business are accounted for as procurement expenses.
  m) Contago transactions are treated as secured lending transactions and accordingly disclosed in the financial statements. The difference between purchase and sale values on such transactions is recognised in other income.
  n) Insurance premium is recognised when due, over the contract period or over the period of risk. Premium deficiency is recognised if the sum of expected claim costs, related expenses and maintenance costs exceeds related reserves for unexpired risks.

F40






     
  schedules  
  forming part of the Consolidated Accounts Continued

5.  Investments ICICI Bank Limited
     
  Investments are valued in accordance with the extant RBI guidelines on investment classification and valuation as under:
     
  a) All investments are categorised into ‘Held to Maturity‘, ’Available for Sale’ and ‘Trading‘. Reclassifications, if any, in any category are accounted for as per the RBI guidelines. Under each category the investments are further classified under (a) Government Securities (b) other approved securities (c) shares (d) bonds and debentures (e) subsidiaries and joint ventures and (f) others.
     
  b) ‘Held to Maturity’ securities are carried at their acquisition cost or at amortised cost if acquired at a premium over the face value. A provision is made for other than temporary diminution.
     
  c) ‘Available for Sale’ and ‘Trading’ securities are valued periodically as per RBI guidelines.
     
    The market/fair value for the purpose of periodical valuation of quoted investments included in the ‘Available for Sale’ and ‘Held for Trading’ categories would be the market price of the scrip as available from the trades/quotes on the stock exchanges, SGL account transactions, price list of RBI, prices declared by Primary Dealers’ Association of India jointly with Fixed Income Money Market and Derivatives Association (‘FIMMDA’) periodically.
     
    The market/fair value of other than quoted SLR securities for the purpose of periodical valuation of investments included in the ‘Available for Sale’ and ‘Trading’ categories is as per the rates put out by FIMMDA.
     
    The valuation of non-SLR securities, other than those quoted on the stock exchanges, wherever linked to the YTM rates, is with a mark-up (reflecting associated credit risk) over the YTM rates for government securities put out by FIMMDA.
     
    Securities shall be valued scripwise and depreciation/appreciation aggregated for each category. Net appreciation in each basket if any, being unrealised, is ignored, while net depreciation is provided for.
     
  d) Costs such as brokerage, commission etc., pertaining to investments, paid at the time of acquisition, are charged to revenue.
     
  e) Broken period interest on debt instruments is treated as a revenue item.
     
  f) Profit on sale of investment in the ‘Held to Maturity’ category is credited to the revenue account and thereafter is appropriated, (net of applicable taxes and statutory reserve requirements) to Capital Reserve. Such appropriation is carried out at the year end.
     
  Other entities
   
  In case of investments by ICICI Equity Fund, ICICI Eco-net Internet and Technology Fund, ICICI Emerging Sectors Fund and ICICI Strategic Investments Fund, brokerage, commission and stamp duty are included in the cost of acquisition while underwriting commission and fees earned are netted off from cost of investments.
   
  ICICI Equity Fund, ICICI Eco-net Internet and Technology Fund and ICICI Emerging Sectors Fund (schemes of ICICI Venture Capital Fund) value their investments as per Securities and Exchange Board of India (‘SEBI’) guidelines issued from time to time. Total investments of these funds amount to Rs.Q7,716.9 million. Unrealised gains and temporary losses on investments are recognised as components of investors’ equity and are dealt with under Unrealised Investment Reserve.
   
  ICICI International Limited values their investments in accordance with International Accounting Standard (IAS) 39 (Financial Instruments: Recognition and Measurement). Value of the same is Rs.14.2 million.
   
  Other subsidiaries value their investments as per AS 13 “Accounting for Investments“ issued by ICAI. Total investments of such subsidiaries amount to Rs.22,673.7 million.
   
  In case of ICICI Securities and Finance Company Limited and its subsidiaries, the repurchase and reverse repurchase transactions are treated as secured borrowing/lending transactions. The amount outstanding under these contracts as on March 31, 2003 was Rs. Nil.
   
  Insurance Associates
   
  ICICI Prudential Life Insurance Company Limited and ICICI Lombard General Insurance Company Limited are governed by Insurance Act, 1938 which value their investments in accordance with the provisions of Insurance Regulatory and Development Authority Regulation, 2002. Total investments of these two subsidiaries amount to Rs.6,460.2Qmillion.

F41






     
  schedules  
forming part of the Consolidated Accounts Continued

6. Provision/Write-offs on loans and other credit facilities
     
  a) In addition to the general provision of 0.25% made on standard assets in accordance with the RBI guidelines the Bank maintains general provisions to cover potential credit losses which are inherent in any loan portfolio but not identified. For standard assets, additional general provisions are determined having regard to overall portfolio quality, asset growth, economic conditions and other risk factors.
     
  b) The Bank has incorporated the assets taken over from ICICI in its books at carrying values as appearing in the books of ICICI with a provision made based on the fair valuation exercise carried out by an independent firm. To the extent future provisions are required on the assets taken over from ICICI, the provision created on fair valuation of the assets at the time of the amalgamation is used.
     
    Amounts recovered against other debts written off in earlier years and provisions no longer considered necessary in the context of the current status of the borrower are recognised in the Profit and Loss Account.
     
  c) All credit exposures are classified as per the RBI guidelines, into performing and non-performing assets. Further, non-performing assets are classified into sub-standard, doubtful and loss assets for provisioning based on the criteria stipulated by the RBI. Provisions are generally made on substandard and doubtful assets at rates equal to or higher than those prescribed by the RBI. The secured portion of the substandard and doubtful assets is provided at 50% over a three-year period instead of five and a half years as prescribed by the RBI. Loss assets and unsecured portion of doubtful assets are fully provided/written off. Additional provisions are made against specific non-performing assets over and above what is stated above, if in the opinion of the management, increased provisions are necessary.
     
  d) For restructured/rescheduled assets, provision is made in accordance with the guidelines issued by the RBI, which requires the present value of the interest sacrifice be provided at the time of restructuring.
     
  e) In the case of other than restructured loan accounts classified as NPAs, the account is reclassified as “Standard” account if arrears of interest and principal are paid by the borrower.
     
    In respect of loan accounts subject to restructuring, asset category is upgraded to standard account if the borrower demonstrates, over a minimum of one year, the ability to repay the loan in accordance with the contractual terms.
     
  f) In addition to the provisions required to be held according to the asset classification status, provisions are held for country exposure (other than for home country). The countries are categorised into seven risk categories namely Insignificant, low, moderate, high, very high, restricted and off-credit and provisioning made on a graded scale ranging from 0.25% to 100%. For exposures with contractual maturity of less than 180 days, 25% of the normal requirement is held.
     
7.  Fixed assets and depreciation

ICICI Bank Limited
   
  a) Premises and other fixed assets are carried at cost less accumulated depreciation charged over the estimated useful life of a fixed asset on a “straight line” basis. The rates of depreciation for fixed assets are:
 

  Asset Depreciation Rate
 

  Premises owned by the Bank 1.63%
  Improvements to leasehold premises 1.63% or over the lease period,
    whichever is higher
  ATMs 12.50%
  Plant and Machinery like Air conditioners, Xerox machines, etc. 10%
  Furniture and Fixtures 15%
  Motor vehicles 20%
  Computers 33.33%
  Others (including Software and system development expenses) 25%
 

     
  b) Depreciation on leased assets is made on a straight-line basis at the higher of the rates determined with reference to the primary period of lease and the rates specified in Schedule XIV to the Companies Act, 1956.
     
  c) Assets purchased and sold during the year are depreciated on the basis of actual number of days the asset has been put to use.
     
  d) Items costing less than Rs.5,000 are fully depreciated in the year of purchase.

 

F42






     
  schedules  
  forming part of the Consolidated Accounts Continued

  Other entities
     
  e) In case of ICICI Venture Funds Management Company Limited, depreciation on assets, other than leased assets, is charged on written down value method in accordance with the provisions of Schedule XIV of the Companies Act, 1956. The gross block, accumulated depreciation and net block in respect of such fixed assets as on March 31, 2003 for these subsidiaries was Rs.76.7 million, Rs.33.5 million and Rs.43.2 million respectively.
     
  f) In case of ICICI Securities and Finance Company Limited and its subsidiaries, depreciation on assets, other than leased assets and improvements to leased property, is charged on written down value method in accordance with the provisions of Schedule XIV of the Companies Act, 1956. The gross block, accumulated depreciation and net block in respect of such fixed assets as on March 31, 2003 for these subsidiaries was Rs. 206.9 million, Rs. 94.2 million and Rs. 112.7Qmillion respectively.
     
  g) In case of Prudential ICICI Asset Management Company Limited, fixed assets other than leasehold improvements are depreciated at written down value method based on economic lives of the assets as estimated by the management. The gross block, accumulated depreciation and net block in respect of such fixed assets as on March 31, 2003 was Rs.113.3 million, Rs.83.8 million and Rs.29.5 million respectively.
     
8. Foreign Currency transactions

ICICI Bank Limited
 
     
  a) Revenues and expenditure are translated at the exchange rates prevailing on the date of the transaction. Monetary assets and liabilities are translated at closing exchange rates notified by the Foreign Exchange Dealers’ Association of India (‘FEDAI’) at the balance sheet date and the resulting profits/losses are included in the Profit and Loss Account.
     
  b) Outstanding forward exchange contracts are stated at contracted rates and are revalued at the exchange rates notified by FEDAI for specified maturities and at interpolated rates for contracts of in-between maturities. The resultant gains or losses are recognised in the Profit and Loss Account.
     
  c) Contingent Liabilities on account of guarantees, endorsements and other obligations are stated at the exchange rates notified by FEDAI at the Balance Sheet date.
     
  Other entities
     
  d) Financial statements of foreign subsidiaries/associates – ICICI Securities Holding Inc., ICICI Securities Inc., ICICI International Limited and TCW/ICICI Investment Partners LLC. have been converted at the closing rates on the Balance Sheet date.
     
9. Accounting for Derivative Contracts

ICICI Bank Limited
     
  The Bank enters into derivative contracts such as foreign currency options, interest rate and currency swaps and cross currency interest rate swaps to hedge on-balance sheet assets and liabilities or for trading purposes. The swap contracts entered to hedge on-balance assets and liabilities are structured such that they bear an opposite and offsetting impact with the underlying on-balance sheet items. The impact of such derivative instruments are correlated with the movement of underlying assets and accounted pursuant to the principles of hedge accounting.
   
 

Interest income/expense is accrued on Interest Rate Swaps (IRS) and currency swaps designated as hedges and booked in the Profit and Loss Account. Trading IRS, trading currency swaps and foreign currency options, outstanding at the Balance Sheet date is marked to market and the resulting loss if any, is recorded in the Profit and Loss Account.

   
  Other entities
   
  In case of ICICI Securities Limited and its subsidiaries:
   
  a) The gains are recognised only on settlement/expiry of the derivative instruments.
  b) All open positions are marked to market and the unrealised gains/loss are netted off on a scrip-wise basis. Mark-to-market gains, if any, are not recognised.
  c) Debit/credit balances on open positions are shown as current assets/liabilities, as the case may be.
     
10. Employee Stock Option Scheme (’ESOS’)
   
  The Group has formulated an Employees Stock Option Scheme. The Scheme provides that employees are granted an option to acquire equity shares of the Bank that vests in graded manner. The options may be exercised within a specified period. Since the exercise price of the option is the closing market price as on the date of grant, there is no compensation cost.

F43






     
  schedules  
forming part of the Consolidated Accounts Continued

11. Staff benefits
   
  For employees covered under group gratuity scheme and group superannuation scheme of LIC, gratuity and superannuation charged to Profit and Loss Account is on the basis of premium charged by LIC. Provision for gratuity and pension for other employees and leave encashment liability is determined as per actuarial valuation. Defined contributions for Provident Fund are charged to the Profit and Loss Account based on contributions made in terms of the scheme.
   
12. Income Tax
   
  Income tax expense is the aggregate amount of current tax and deferred tax charge. Taxes on income are accrued in the same period as the revenue and expenses to which they relate. Current period taxes are determined in accordance with the Income Tax Act, 1961. Deferred tax adjustments comprise of changes in the deferred tax assets or liabilities during the year.
   
  Deferred tax assets and liabilities are recognised for the future tax consequences of temporary differences arising between the carrying values of assets and liabilities and their respective tax basis and operating carry forward losses. Deferred tax assets are recognised only after giving due consideration to prudence. Deferred tax assets and liabilities are measured using tax rates and tax laws that have been enacted or substantially enacted by the balance sheet date. The impact on account of changes in the deferred tax assets and liabilities is also recognised in the income statement.
   
  Deferred tax assets are recognised based upon management’s judgement as to whether realisation is considered reasonably certain.
   
13. Translation of the Financial Statements of Foreign Representative Offices
   
  In accordance with the guidelines issued by the Reserve Bank of India, all assets, liabilities, income and expenditure of the foreign representative offices of the Bank have been converted at the closing rate prevailing on the balance sheet date.
   
B. NOTES FORMING PART OF THE ACCOUNTS
   
1.  Preference Shares
   
  Certain Government Securities amounting to Rs.1,244.8 million (2002 : Rs.1,304.6Qmillion) have been earmarked against redemption of preference share capital, which falls due for redemption on April 20, 2018 as per the original issue terms.
   
2. Employee Stock Option Scheme
   
  In terms of Employee Stock Option Scheme, the maximum number of options granted to any Eligible Employee in a financial year shall not exceed 0.05% of the issued equity shares of the Bank at the time of grant of the options and aggregate of all such options granted to the Eligible Employees shall not exceed 5% of the aggregate number of the issued equity shares of the Bank subsequent to the amalgamation of ICICI, I CAPS and I PFS with the Bank and the issuance of equity shares by the Bank pursuant to the amalgamation of ICICI, I CAPS and I PFS with the Bank.
   
  In terms of the Scheme, 12,610,275 options (2002 : 13,343,625 options) granted to eligible employees were outstanding as at March 31, 2003.
   
  Stock option activity
   
  A summary of the status of the Bank’s option plan is presented below:

      Year ended   Year ended
      March 31, 2003   March 31, 2002
     
 
      Option shares   Option shares
      outstanding   outstanding
         
  Outstanding at the beginning of the year 13,343,625   1,636,125
           
  Add: Granted during the year   4,735,200
    Options taken over on Amalgamation   * 7,015,800
         
  Less: Forfeited during the year 730,350   43,500
    Exercised during the year 3,000  
         
  Outstanding at the end of the year 12,610,275   13,343,625
         
  * Represents options granted to option holders of erstwhile ICICI Limited in the share swap ratio.

F44






     
  schedules  
  forming part of the Consolidated Accounts Continued

3. Subordinated debt
   
  Subordinated debt includes Index bonds amounting to Rs.95.8Qmillion, (2002 : Rs.88.0 million) which carry a detachable warrant entitling bondholders to a right to receive an amount linked to the BSE Sensitive Index (Sensex) per terms of the issue. The liability of the Bank arising out of changes in the Sensex has been hedged by earmarking its investments of an equivalent amount in the UTI Index Equity Fund whose value is based on the Sensex. The Bank has not issued any subordinated debt during the current year.
   
4.  Fixed Assets and Depreciation
   
  The Bank depreciated Automatic Teller Machines (‘ATMs’) over its useful life estimated as 6 years or over the lease period for ATMs taken on lease. Effective April 1, 2002 the Bank revised the useful life of the ATMs to 8 years based on an evaluation done by the management.
   
  Accordingly, the depreciation charged for the current year was lower by Rs.29.0 million.
   
5.  Investments
   
  Effective AprilQ1, 2002, the Bank has changed the methodology for ascertaining the carrying cost of fixed income bearing securities from Weighted Average Method to First-In-First-Out Method. The impact due to the aforementioned change on the Profit and Loss Account for the year ended March 31, 2003 has resulted into a profit amounting to Rs. 132.2 million.
   
  Investments include shares and debentures amounting to Rs. 3,781.9 million which are in the process of being registered in the name of the Bank. For ICICI Emerging Sectors Fund and ICICI Equity Fund, such investments amounted to Rs. 1,991.3 million and Rs. 1,683.2 million respectively.
   
  Investments also include government securities amounting to Rs. 703.5 million (representing face value of securities) pledged with certain banks and institutions for cheque drawal and clearing facilities.
   
6. Repurchase Transactions
   
  During the current year, the Bank as changed its method of accounting repurchase transactions and reverse repurchase transactions. These transactions have been accounted for as a sale and forward purchase or purchase and a forward sale transactions in the current year as against a borrowing or lending transaction in the previous year. The net impact of the same on the profit and loss account is not material.
   
7. Deferred Tax
   
  On March 31, 2003, the Group has recorded net deferred tax asset of Rs. 5,053.9Qmillion, (2002 : Deferred tax liability of Rs. 1,470.5 million) which has been included in other assets.
   
  A composition of deferred tax assets and liabilities into major items is given below:
   
    Rupees in million
   
  Particulars March 31, 2003   March 31, 2002
  Amortisation of premium on investments 527.4   85.2
  Provision for bad and doubtful debts 13,164.1   7,144.8
  Others 879.3   1,430.1
   
 
    14,570.8   8,660.1
   
 
  Less: Deferred Tax Liability      
  Depreciation on fixed assets 9,275.0   9,938.3
  Others 241.9   192.3
    9,516.9   10,130.6
   
 
  Net Deferred Tax Asset/(Liability) 5,053.9   (1,470.5)
   
 

F45






     
  schedules  
forming part of the Consolidated Accounts Continued

8. Related party transactions

ICICI Bank has entered into transactions with the following related parties:

 Affiliates of the Bank;

 Whole-time Directors of the Group

The related party transactions can be categorised as follows:

        Rupees in million  
 





 
        Whole-time      
    Associates (1) & (2)   Directors   Total  
 





 
  Deposits 161.5   20.3   181.8  
  Receiving of services 92.8     92.8  
  Insurance Premium paid 106.0     106.0  
 





 
  (1) Prudential ICICI Asset Management Company Limited, Prudential ICICI Trust Limited, TCW/ICICI Investment Partners L.L.C.  
               
  (2) Includes transactions with ICICI Prudential Life Insurance Company Limited and ICICI Lombard General Insurance Company Limited which have been accounted for as joint ventures in the consolidated financial statements.  

Remuneration paid to the Whole-time Directors of ICICI Bank Limited during the year ended March 31, 2003 was Rs. 41.0 million.

9. Earnings Per Share (’EPS’)

The Group reports basic and diluted earnings per equity share in accordance with Accounting Standard-20 (AS-20), Earnings per Share. Basic earnings per share is computed by dividing net profit after tax by the weighted average number of equity shares outstanding for the year. Diluted earnings per share is computed using the weighted average number of equity shares and dilutive potential equity shares outstanding during the year.

The computation of Earnings per Share is set out below :

    Rupees in million except per share data  
   


 
    March 31, 2003   March 31, 2002  
  Basic        
  Weighted Average no. of equity shares outstanding (Nos.) 613,031,569   *222,510,311  
  Net Profit 11,520   2,583.0  
  Earnings per Share (Rs.) 18.79   11.61  
           
  Diluted        
  Weighted Average no. of equity shares outstanding (Nos.) 613,750,295   *222,510,311  
  Net Profit 11,520   2,583.0  
  Earnings per Share (Rs.) 18.77   11.61  
  Nominal Value per share (Rs.) 10.00   10.00  

     39,26,72,724 shares issued on amalgamation of ICICI Limited have been considered for computation of weighted average number of equity shares.
     
10. Assets under lease
   
10.1 Assets under operating lease

The future lease rentals are given in the table below :

  Rupees in million  
 

 
  Period March 31, 2003  
       
  Not later than one year 111.9  
  Later than one year and not later than five years 545.6  
  Later than five years 472.0  
   
 
  Total 1,129.5  
 

 

F46






     
  schedules  
  forming part of the Consolidated Accounts Continued

10.2 Assets under finance lease

  The future lease rentals are given in the table below :    
    Rupees in million  
 

 
  Period March 31, 2003  
       
  Total of future minimum lease payments 1,161.0  
  Present value of lease payments 818.1  
  Unmatured finance charges 342.9  
  Maturity profile of total of future minimum lease payments    
  Not later than one year 166.0  
  Later than one year and not later than five years 831.9  
  Later than five years 163.1  
   
 
  Total 1,161.0  
 

 
       
11. Other
     
  a. Exchange Fluctuation
     
    Exchange Fluctuation aggregating Rs. 923.6 million, which arises on account of Rupee-tying Agreements with the Government of India, is held in “Exchange Fluctuation Suspense with Government Account” pending adjustment at maturity on receipt of payments from the Government for repayments to foreign lenders.
     
  b. Swap suspense (net)
     
    Swap Suspense (net) aggregating Rs.128.7 million (debit), which arises out of conversion of foreign currency swaps, is held in “Swap Suspense Account” and will be reversed at conclusion of swap transactions with swap counter parties.
     
  c. Exchange Risk Administration Scheme
     
    Under the Exchange Risk Administration Scheme (‘ERAS’), the Government of India has agreed to extend support to the Exchange Risk Administration Fund (‘ERAF’), when it is in deficit and recoup its contribution in the event of surplus. The Bank can claim from the positive balance in the ERAF account maintained by the Industrial Development Bank of India (IDBI) to the extent of the deficit in the ERAS Exchange Fluctuation Account. If the balance in the ERAF account with IDBI is insufficient, a claim will be made on the Government of India through IDBI.
     
    The Government of India has foreclosed the scheme vide their letter F. No.6 (3)/2002-IF.1 dated January 28, 2003. The total amount payable to the Government of India under the scheme amounting to Rs.493.6 million has been shown against the account “Amount payable to GOI under ERAS”.
     
12. Information about Business and Geographical segments
   
  The Bank had been reporting segmental results, in accordance with AS 17 on Segment Reporting issued by ICAI, under the business segments ‘Retail Banking’, ‘Corporate Banking’, ‘Treasury & Corporate Office’ and ‘Others’. Consequent to the merger of erstwhile ICICI Limited and two of its subsidiaries ICICI PFS Limited and ICICI Capital Services Limited with the Bank, the following have been considered as reportable segments:
   
  Commercial Banking comprising the retail and corporate banking business of the Bank and ICICI Home Finance Company Limited.
     
  Investment Banking comprising the rupee and forex treasury of the Bank, the investment banking business of ICICI Securities & Finance Company Limited and its subsidiaries ICICI Venture Funds Management Company Limited, ICICI Eco-net Internet & Technology Fund, ICICI Equity Fund, ICICI Technology Incubator Fund, ICICI Emerging Fund, ICICI International Limited, ICICI Information Technology Fund, ICICI Advantage Fund and Strategic Investor Fund.
     
  Others comprising, ICICI Lombard General Insurance Company Limited, ICICI Prudential Life Insurance Company Limited, Prudential ICICI AMC Limited, Prudential ICICI Trust Limited, ICICI Property Trust, TCW/ICICI Investment Partner LLC., whose individual business is presently not material in relation to the consolidated financials.

F47






     
  schedules  
forming part of the Consolidated Accounts Continued

Based on such allocations, segmental Balance Sheet as on March 31, 2003 and segmental Profit & Loss Account for the year ended March 31, 2003 have been prepared.

                            Rupees in million

















  Business segments Commercial Banking   Investment Banking   Others   Total
   


 


 


 


  Particulars Current   Previous   Current   Previous   Current   Previous   Current   Previous
    year   year   year   year   year   year   year   year

















1. Revenue (before profit on sale of shares of                              
  ICICI Bank Limited held by erstwhile ICICI Limited) 94,132.4   22,955.3   30,923.0   7,550.9   5,607.9     130,663.4   30,506.2
2. Less: Inter segment                              
  Revenue             (8,515.6)   (3,176.2)
3. Total Revenue (1) -(2)             122,147.8   27,330.0
4. Operating Profit (i.e. Profit before unallocated                              
  expenses, extraordinary profit, provision, and tax) 9,986.8   4,373.3   4,384.1   1,099.0   (973.6)     13,397.3   5,472.3
5. Unallocated expenses              
6. Profit on sale of expenses, extraordinary profit,                              
  shares of ICICI Bank Limited held by erstwhile                              
  ICICI Limited     11,910.0         11,910.0  
7. Provisions (including accelerated / additional                              
  provision) 17,370.2   2,757.0   (43.9)   (180.0)       17,326.3   2,577.0
8. Profit before tax (4)-(5)-(6)-(7) (7,383.5)   1,616.3   16,338.1   1,279.0   (973.6)     7,981.0   2,895.3
9. Income tax expenses (net) / (net deferred tax credit)             (3,539.0)   310.0
10. Net Profit (8)-(9)             11,520.0   2,585.3
  Other Information                              
11. Segment assets 692,536.9   678,328.2   374,262.6   361,303.1   8,285.8   18,383.4   1,075,085.3   1,058,014.7
12. Unallocated assets             19,246.4   10,156.3
13. Total assets (11)+(12)             1,094,331.7   1,068,171.0
14. Segment liabilities 808,680.2   740,102.9   281,400.7   297,500.1   4,250.8   29,270.0   1,094,331.7   1,066,873.0
15. Unallocated liabilities               1,298.0
16. Total liabilities (14)+(15)             1,094,331.7   1,068,171.0

















The business operations of the Bank are largely concentrated in India. Activities outside India are restricted to resource mobilisation in international markets. The assets and income from foreign operations are immaterial.

F48






     
  schedules  
  forming part of the Consolidated Accounts Continued
   
13. Profit on sale of shares

Profit on sale of shares in ICICI Bank Limited is in respect of the shares held by erstwhile ICICI Limited and transferred to a Board of Trustees as per the Scheme of Amalgamation.

14. Additional disclosures

Additional statutory information disclosed in separate financial statements of the Parent and the Subsidiaries having no bearing on the true and fair view of the Consolidated Financial Statements and also the information pertaining to the items which are not material have not been disclosed in the Consolidated Financial Statement in view of the general clarification issued by ICAI.

15. Comparative figures

Consequent to the merger of ICICI, I PFS and I CAPS with the Bank effective March 30, 2002, the previous year figures include the results of those entities for only two days. Hence, current year figures are not comparable with those of the previous year.

Consequent to AS 27 becoming mandatory with effect from April 1, 2002, the accounting treatment for consolidation during the current year in case of following entities is different from the previous year :

  Sr. Name of the Company Relation during Relation during  
  No.   current year previous year  
 
 
  1. ICICI Prudential Life Insurance Company Limited Joint Venture Subsidiary  
  2. ICICI Lombard General Insurance Company Limited Joint Venture Subsidiary  
  3. Prudential ICICI Asset Management Company Limited Joint Venture Associate  
  4. Prudential ICICI Trust Limited Joint Venture Associate  
 
 

Figures of the previous year have been regrouped to conform to the current year’s presentation.


Signatures to Schedules 1 to 19 For and on behalf of the Board of Directors
       
    N. VAGHUL K. V. KAMATH
    Chairman Managing Director & CEO
       
    LALITA D. GUPTE KALPANA MORPARIA
    Joint Managing Director Executive Director
       
    NACHIKET MOR CHANDA D. KOCHHAR
    Executive Director Executive Director
       
    S. MUKHERJI BALAJI SWAMINATHAN
    Executive Director Senior General Manager
       
  JYOTIN MEHTA N.S. KANNAN G. VENKATAKRISHNAN
Place : Mumbai General Manager & Chief Financial Officer & General Manager -
Date : April 25, 2003 Company Secretary Treasurer Accounting & Taxation Group

F49






     
  cash flow statement  
forming part of the Consolidated Accounts for the year ended March 31, 2003

SCHEDULE 19 – Consolidated Cash Flow Statement for the year ended March 31, 2003

    (Rs. in ’000)  





 
Particulars   2002-2003   2001-2002  





 
Cash Flow from Operating Activities          
Net profit before taxes   7,958,489   2,899,912  
           
Adjustments for :          
Depreciation on fixed assets   5,201,775   641,824  
Net (appreciation)/depreciation on investments   2,442,687   (137,397)  
Provision in respect of non-performing assets (including prudential          
provision on standard assets)   14,822,615   2,682,876  
Provision for contingencies & others   63,900   26,925  
Loss on sale of fixed assets   66,586   648  
   
 
 
    30,556,052   6,114,788  
Adjustments for :          
(Increase)/Decrease in Investments   (7,299,473)   (153,127,884)  
(Increase)/Decrease in Advances   (74,839,746)   23,033,282  
Increase/(Decrease) in Borrowings   (148,924,231)   (14,704,074)  
Increase/(Decrease) in Deposits   157,335,842   157,069,011  
(Increase)/Decrease in Other assets   (16,595,338)   (5,070,725)  
Increase/(Decrease) in Other liabilities and provisions   6,084,990   10,395,298  
   
 
 
    (84,237,956)   17,594,908  
Payment of taxes (net)   (7,053,848)   (1,275,292)  
   
 
 
Net Cash Generated from Operating Activities (A) (60,735,752)   22,434,404  
   
 
 
Cash flow from Investing Activities          
Purchase of fixed assets   (2,477,199)   (244,187)  
Proceeds from sale of fixed assets   103,423   7,282  
   
 
 
Net Cash Generated from Investing Activities (B) (2,373,776)   (236,905)  
   
 
 
Cash flow from Financing Activities          
Proceeds from issue of share capital   315    
Proceeds from issue of subordinated debt   (17,882)   2,285,321  
Dividend and dividend tax paid   (568)   (971,283)  
   
 
 
Net Cash Generated from Financing Activities (C) (18,135)   1,314,038  
   
 
 
Cash and Cash Equivalents on Amalgamation (D)   68,437,389  
   
 
 
Effect of De-consolidation of Subsidiaries on Cash & Cash Equivalents (E) (49,968)   788,801  
   
 
 
Net Increase/(Decrease) in Cash and Cash Equivalents (A)+(B)+(C)+(D)+(E) (63,177,631)   92,737,727  
   
 
 
Cash and Cash Equivalents as at April 1st   128,674,627   35,936,900  
Cash and Cash Equivalents as at March 31st   65,496,996   128,674,627  





 
Cash and cash equivalents represent ‘Cash and balances with Reserve Bank of India’ and Balances with banks and money at call and short notice.  
 
  For and on behalf of the Board of Directors
       
    N. VAGHUL K. V. KAMATH
    Chairman Managing Director & CEO
       
    LALITA D. GUPTE KALPANA MORPARIA
    Joint Managing Director Executive Director
       
    NACHIKET MOR CHANDA D. KOCHHAR
    Executive Director Executive Director
       
    S. MUKHERJI BALAJI SWAMINATHAN
    Executive Director Senior General Manager
       
  JYOTIN MEHTA N.S. KANNAN G. VENKATAKRISHNAN
Place : Mumbai General Manager & Chief Financial Officer & General Manager -
Date : April 25, 2003 Company Secretary Treasurer Accounting & Taxation Group

AUDITORS’ CERTIFICATE

We have verified the attached consolidated cash flow statement of ICICI BANK LIMITED which has been compiled from and is based on the audited consolidated financial statements for the years ended March 31, 2003 and March 31, 2002. To the best of our knowledge and belief and according to the information and explanations given to us, it has been prepared pursuant to the requirements of Listing Agreements entered into by ICICI Bank with stock exchanges.

For N. M. RAIJI & CO. For S.R. BATLIBOI & CO.
Chartered Accountants Chartered Accountants
JAYESH M. GANDHI per VIREN H. MEHTA
Partner a Partner
Place: Mumbai  
Date: April 25, 2003  

F50






 

ICICI BANK LIMITED

     CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED MARCH 31, 2001, 2002 AND 2003

PREPARED IN ACCORDANCE WITH

UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (US GAAP)

contents    
Independent Auditors' Report F52  
Consolidated balance sheets F53  
Consolidated statements of operations F54  
Statements of stockholders’ equity and other comprehensive income F56  
Consolidated statements of cash flows F57  
Notes to the consolidated financial statements F59  





     
  independent auditors’ report  
To the Board of Directors and Stockholders of ICICI Bank Limited

We have audited the accompanying consolidated balance sheets of ICICI Bank Limited and subsidiaries as of March.31,.2002 and 2003, and the related consolidated statements of operations, stockholders’ equity and other comprehensive income, and cash flows for each of the years in the three-year period ended March.31,.2003. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of ICICI Bank Limited and subsidiaries as of March.31,.2002 and 2003, and the results of their operations and their cash flows for each of the years in the three-year period ended March.31,.2003, in conformity with accounting principles generally accepted in the United States of America.

As discussed in Note 1 to the consolidated financial statements, effective April 1, 2001, the Company adopted the provisions of SFAS No. 142, Goodwill and Other Intangible Assets and SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities, as amended by SFAS No. 138, Accounting for Certain Derivative Instruments and Certain Hedging Activities. As discussed in Note 1 to the consolidated financial statements, effective October 1, 2002, the Company adopted the provisions of SFAS No. 147, Acquisitions of Certain Financial Institutions, retroactive to April 1, 2001, the adoption date of SFAS No. 142.

The United States dollar amounts are presented in the accompanying consolidated financial statements solely for the convenience of the readers and have been translated into United States dollar on the basis described in Note.1.to the consolidated financial statements.

KPMG

Mumbai, India
June 28, 2003

F52






     
  consolidated balance sheets  
               
  (in millions, except share data)  
  at March 31, 2002(1)   2003   2003  
               
            Convenience  
            translation  
            into USD  
            (unaudited)  
    Rs.   Rs.   USD  
  Assets            
  Cash and cash equivalents 41,476   72,453   1,524  
  Trading assets 42,376   39,634   834  
  Securities:            
        Available for sale 47,857   267,499   5,626  
        Non-readily marketable equity securities 8,268   9,418   198  
        Venture capital investments 3,921   3,704   78  
  Investments in affiliates 10,086   2,615   55  
  Loans, net of allowance for loan losses,            
        security deposits and unearned income 523,601   630,421   13,258  
  Customers’ liability on acceptances 4,783   43,252   910  
  Property and equipment, net 12,577   21,215   446  
  Assets held for sale 2,029   2,306   48  
  Goodwill 2,250   4,787   101  
  Intangible assets, net   5,118   107  
  Deferred tax assets 7,295   6,423   135  
  Interest and fees receivable 9,482   12,472   262  
  Other assets 27,361   58,946   1,240  
   
 
 
 
  Total assets 743,362   1,180,263   24,822  
   
 
 
 
  Liabilities            
  Interest bearing deposits 7,380   456,051   9,591  
  Non-interest bearing deposits   35,239   741  
  Trading liabilities 17,105   26,086   549  
  Short-term borrowings 70,804   42,095   885  
  Bank acceptances outstanding 4,783   43,252   910  
  Long-term debt 511,458   400,812   8,429  
  Redeemable preferred stock 772   853   18  
  Other borrowings 5,787      
  Taxes and dividends payable 11,050   16,880   355  
  Deferred tax liabilities 1,144   460   9  
  Other liabilities 41,471   66,198   1,392  
   
 
 
 
  Total liabilities 671,754   1,087,926   22,879  
   
 
 
 
  Commitments and contingencies (Note 29)            
  Minority interest 260   124   3  
               
  Stockholders’ equity:            
  Common stock at Rs. 10 par value: 800,000,000 and            
  1,550,000,000 shares authorized as of March 31, 2002 and            
  2003; Issued and outstanding 392,672,724 and 613,034,404            
  shares as of March 31, 2002 and 2003, respectively 3,922   6,127   129  
  Additional paid-in capital 42,036   64,863   1,364  
  Retained earnings 26,229   18,246   384  
  Deferred compensation (7)      
  Accumulated other comprehensive income (832)   2,977   63  
   
 
 
 
  Total stockholders’ equity 71,348   92,213   1,940  
   
 
 
 
  Total liabilities and stockholders’ equity 743,362   1,180,263   24,822  
   
 
 
 

See accompanying notes to the consolidated financial statements.

(1) As restated for reverse acquisition and adoption of SFAS No. 147

F53






     
  consolidated statements of operations
(in millions, except share data)
                 
 for the year ended March 31,   2001(1)   2002(2)   2003   2003
                Convenience
                translation
                into USD
                (unaudited)
    Rs.   Rs.   Rs.   USD
Interest and dividend income                
Interest and fees on loans   75,272   75,237   75,080   1,579
Interest and dividends on securities   499   1,447   17,022   358
Interest and dividends on trading assets   2,837   1,715   2,754   58
Interest on balances and deposits with banks   910   368   1,151   24
Other interest income   586   100   2,096   44
   
 
 
 
Total interest and dividend income   80,104   78,867   98,103   2,063
   
 
 
 
Interest expense                
Interest on deposits   490   744   26,033   547
Interest on long-term debt   56,830   59,798   48,163   1,013
Interest on short-term borrowings   9,123   7,717   3,829   81
Interest on trading liabilities   1,446   911   3,114   65
Other interest expense   4   350   2,069   44
   
 
 
 
Total interest expense   67,893   69,520   83,208   1,750
   
 
 
 
Net interest income   12,211   9,347   14,895   313
Provision for loan losses   9,892   9,743   19,649   413
   
 
 
 
Net interest income/(loss) after provision for loan losses   2,319   (396)   (4,754)   (100)
   
 
 
 
Non-interest income                
Fees, commission and brokerage   5,317   4,703   5,722   120
Net gain on trading activities   847   2,442   3,075   65
Net gain/(loss) on venture capital investments   62   (316)   (1,278)   (27)
Net gain/(loss) on other securities   (1,776)   (3,256)   956   20
Net gain on sale of loans and credit substitutes   705   1,979   2,795   59
Foreign exchange income/(loss)   (108)   78   92   2
Software development and services   701   1493   1,062   22
Gain on sale of stock of subsidiaries/affiliates   2,507   165    
Gain/(loss) on sale of property and equipment   (31)   29   16  
Rent   413   310   117   2
Other non-interest income   606   521   696   15
   
 
 
 
Total non-interest income   9,243   8,148   13,253   278
   
 
 
 
Non-interest expense                
Salaries and employee benefits   1,877   2,980   5,383   113
General and administrative expenses   3,342   4,616   12,581   264
Amortization of goodwill and intangible assets   260     645   13
   
 
 
 
Total non-interest expense   5,479   7,596   18,609   390
   
 
 
 
Income/(loss) before equity in earning/(loss)                
      of affiliates, minority interest, income taxes                
      and cumulative effect of accounting changes   6,083   156   (10,110)   (212)
Equity in earning/(loss) of affiliates   735   294   (958)   (20)
Minority interest   1   83   24  
   
 
 
 
Income/(loss) before income taxes and                
      cumulative effect of accounting changes   6,819   533   (11,044)   (232)
Income tax (expense)/benefit   (189)   (251)   3,061   64
   
 
 
 
Income/(loss) before cumulative effect of accounting changes   6,630   282   (7,983)   (168)
Cumulative effect of accounting changes, net of tax     1,265    
   
 
 
 
Net income/(loss)   6,630   1,547   (7,983)   (168)
   
 
 
 
                 
F54                





     
  consolidated statements of operations  
  (in millions, except share data)
   for the year ended March 31, 2001(1)   2002(2)   2003   2003
                Convenience
                translation
                into USD
                (unaudited)
    Rs.   Rs.   Rs.   USD
  Earnings per equity share: Basic (Rs.)              
  Net income/(loss) before cumulative effect              
        of accounting changes 16.88   0.72   (14.18)   (0.30)
  Cumulative effect of accounting changes   3.22    
   
 
 
 
  Net income/(loss) 16.88   3.94   (14.18)   (0.30)
                 
  Earnings per equity share: Diluted (Rs.)              
  Net income/(loss) before cumulative effect of              
        accounting changes 16.81   0.72   (14.18)   (0.30)
  Cumulative effect of accounting changes   3.22    
   
 
 
 
  Net income/(loss) 16.81   3.94   (14.18)   (0.30)
                 
  Weighted average number of equity shares used in              
  computing earnings per equity share (millions)              
  Basic 393   393   563   563
  Diluted 393   393   563   563
                 
  See accompanying notes to the consolidated financial statements.        

(1) Restated for reverse acquisition.
(2) Restated for reverse acquisition and adoption of SFAS No. 147.

F55






     
  statements of stockholders’ equity and other comprehensive income
(in millions, except share data)
                                   

                              Accumu-    
                              lated    
                              Other    
  Common stock   Treasury Stock               Compre-   Total
 


 


  Additional       Deferred   hensive   Stock-
  No. of   Amount   No. of   Amount   Paid-In   Retained   Compen-   Income,   holders’
  Shares (1)       Shares       Capital   Earnings   sation   Net of Tax   Equity
      Rs.       Rs.   Rs.   Rs.   Rs.   Rs.   Rs.


















Balance as of March 31, 2000 392,655,774   7,832       37,347   28,338   (70)   (2,539)   70,908
 
 
 
 
 
 
 
 
 
Effect of reverse acquisition on                                  
   capital structure   (3,926)       3,926        
Common stock issued on                                  
   exercize of stock options 16,250         3         3
Amortization of compensation             37     37
Increase in carrying value on direct                                  
    issuance of stock by subsidiary         1,242         1,242
Tax effect of increase in carrying                                  
    value on direct issuance of stock                                  
    by subsidiary         (605)         (605)
Comprehensive income                                  
   Net income           6,630       6,630
   Net unrealized gain/(loss) on                                  
      securities, net of realization               (1,674)   (1,674)
   Translation adjustments               14   14
                                 
Comprehensive income/(loss)                 4,970
                                 
Cash dividends declared                                  
(Re. 1 per common share)           (772)       (772)
Other   16       123         139
 
 
 
 
 
 
 
 
 
Balance as of March 31, 2001 392,672,024   3,922       42,036   34,196   (33)   (4,199)   75,922
 
 
 
 
 
 
 
 
 
Common stock issued on exercise                                  
   of stock options 700                
Amortization of compensation             26     26
Comprehensive income                                  
Net income           1,547       1547
Net unrealized gain/(loss) on                                  
   securities, net of realization               3,283   3,283
Translation adjustments               84   84
                                 
Comprehensive income/(loss)                 4,914
                                 
Cash dividends declared                                  
(Rs. 11 per common share)           (9,514)       (9,514)
 
 
 
 
 
 
 
 
 
Balance as of March 31, 2002(2) 392,672,724   3,922       42,036   26,229   (7)   (832)   71,348
 
 
 
 
 
 
 
 
 
Common stock issued on reverse                                  
   acquisition 118,962,731   1,190       10,838         12,028
Fair value of stock options                                  
   assumed on reverse acquisition         409         409
Treasury stock arising due to                                  
   reverse acquisition 101,395,949     (101,395,949)   (8,204)   8,204        
Sale of treasury stock   1,015   101,395,949   8,204   3,336         12,555
Common stock issued on                                  
   exercise of stock options 3,000                
Increase in carrying value on direct                                  
   issuance of stock by subsidiary         40         40
Amortization of compensation             7     7
Comprehensive income                                  
Net income/(loss)           (7,983)       (7,983)
Net unrealized gain/(loss) on                                  
   securities, net of realization               3,731   3,731
Translation adjustments               78   78
                                 
Comprehensive income/(loss)                 (4,174)
 
 
 
 
 
 
 
 
 
Balance as of March 31, 2003 613,034,404   6,127       64,863   18,246     2,977   92,213
 
 
 
 
 
 
 
 
 
Balance as of March 31, 2003                                  
(US$) (unaudited)     129         1,364   384     63   1,940
     
     
 
 
 
 
 

See accompanying notes to the consolidated financial statements.

(1) Restated for reverse acquisition.
(2) Restated for reverse acquisition and adoption of SFAS No. 147.

F56






     
  consolidated statements of cash flows
  (in millions, except share data)

for the year ended March 31, 2001   2002(1)   2003   2003(1) 
              Convenience
              translation
              into USD
              (unaudited)
  Rs.   Rs.   Rs.   USD
Operating activities              
Net income/(loss) 6,630   1,547   (7,983)   (168)
Adjustments to reconcile net income to net cash              
      (used in)/provided by operating activities:              
Provision for loan and other credit losses 9,892   10,532   19,649   413
Depreciation 663   786   2,438   51
Amortization 1,180   1,193   5,815   122
Deferral of discounts and expenses on borrowings 1,213   1,307   607   13
Deferred income tax (4,339)   (3,245)   (4,348)   (91)
Unrealised loss/ (gain) on trading securities 136   (80)   (117)   (2)
Unrealised loss on venture capital investments   300   1,278   27
Other than temporary decline in value of other securities 1,835   3,480   2,098   44
Unrealised loss/ (gain) on derivative transactions   190   (1,009)   (21)
Undistributed equity in earning/ (loss) of affiliates (735)   (9)   958   20
Minority interest (1)   (83)   (24)   (1)
(Gain)/loss on sale of property and equipment, net 31   (29)   (16)  
(Gain)/loss on sale of securities available for sale (121)   (349)   (956)   (20)
Gain on sale of subsidiary’s stock (2,507)   (165)    
Gain on sale of loans (705)   (1,979)   (2,795)   (59)
Cumulative effect of accounting changes, net of tax   (1,265)    
Change in assets and liabilities              
         Trading account assets 10,153   (23,421)   29,944   630
         Interest and fees receivable (107)   3,583   (2,990)   (63)
         Other assets (2,389)   (12,783)   (34,295)   (721)
         Trading account liabilities (4,857)   4,352   (13,656)   (287)
         Taxes payable (1,302)   552   5,830   122
         Other liabilities 879   14,422   4,663   98
 
 
 
 
Net cash (used in)/provided by operating activities 15,549   (1,164)   5,091   107
 
 
 
 
Investing activities              
Purchase of held to maturity securities (861)      
Purchase of available for sale securities (5,230)   (68,043)   (717,765)   (15,095)
Purchase of venture capital investments (4,094)   (504)   (1,268)   (27)
Purchase of non-readily marketable equity securities   (2,015)   (1,150)   (24)
Proceeds from sale of held to maturity securities   640    
Proceeds from sale of available for sale securities 1,756   28,512   684,769   14,401
Proceeds from sale of venture capital investments   53   207   4
Proceeds from sale of non-readily marketable equity securities 148   183    
Proceeds from sale of subsidiary’s stock 4,075   302    
Origination of loans, net (97,868)   69,439   (56,243)   (1,183)
Purchase of property and equipment (3,785)   (1,701)   (6,943)   (146)
Proceeds from sale of property and equipment 145   128   504   11
Investments in affiliates (1,161)   (1,159)   (1,691)   (36)
Payment for business acquisition, net of cash acquired (1,950)   (143)   98,487   2,071
 
 
 
 
Net cash (used in)/provided by investing activities (108,825)   25,692   (1,093)   (24)
 
 
 
 
               
               
               
              F57





     
  consolidated statements of cash flows
(contd.) (in millions, except share data)

for the year ended March 31, 2001   2002(1)   2003   2003(1) 
              Convenience
              translation
              into USD
              (unaudited)
  Rs.   Rs.   Rs.   USD
Financing activities              
Increase in deposits, net 8,050   1,308   158,290   3,329
Proceeds/ Repayment from short-term borrowings, net 21,204   (28,852)   (30,118)   (633)
Proceeds from other borrowings   5,787    
Proceeds from issuances of long-term debt 182,015   158,905   10,631   224
Repayment of long-term debt (112,047)   (142,019)   (124,979)   (2,628)
Redemption of redeemable preferred stock (9,577)      
Proceeds from issuance of common stock 142     13,155   277
Proceeds from issuance of common stock by subsidiary 465   390    
Cash dividends paid (775)   (9,514)    
 
 
 
 
Net cash provided by/(used in) financing activities 89,477   (13,995)   26,979   569
 
 
 
 
Effect of de-consolidation of subsidiary on              
      cash and cash equivalents (36,361)      
 
 
 
 
Effect of exchange rate on cash and cash equivalents (14)   (14)    
 
 
 
 
Net increase/(decrease) in cash and cash equivalents (40,174)   10,519   30,977   652
Cash and cash equivalents at the beginning of the year 71,131   30,957   41,476   872
 
 
 
 
Cash and cash equivalents at the end of the year 30,957   41,476   72,453   1,524
 
 
 
 
Supplementary information:              
Cash paid for:              
         Interest 57,144   66,587   86,143   1,812
         Taxes 2,919   4,505   1,027   22
Non-cash items:              
         Foreclosed assets 2,024   1,188   673   14
         Conversion of loan to equity shares 1,982   1,586   4,495   95
         Transfer of securities from held to maturity              
            category to available for sale category   866    
         Change in unrealized gain/(loss) on              
            securities available for sale, net (1,674)   3,283   5,205   109
Acquisitions              
Fair value of net assets acquired, excluding              
         cash and cash equivalents     (37,948)   798
Shares issued     118,965,731  
Treasury stock     8,204   173

See accompanying notes to the consolidated financial statements.

(1) Restated for reverse acquisition and adoption of SFAS No. 147

F58






     
  notes to the consolidated financial statements
    Continued 

1. Significant accounting policies

Overview

ICICI Bank Limited (ICICI Bank) together with its subsidiaries and affiliates (collectively, the Company) is a diversified financial services group providing a variety of banking and financial services including project and corporate finance, working capital finance, venture capital finance, investment banking, treasury products and services, retail banking, broking and insurance. Further, the Company has an interest in the software development and services business. The Company is headquartered in Mumbai, India.

Effective April 1, 2002, ICICI Bank (which for periods prior to April 1, 2002 is referred to as the ‘acquiree’) and ICICI Limited (ICICI) consummated a transaction whereby shareholders of ICICI were issued shares of the acquiree in the ratio of 1:2. The transaction has been treated as a reverse acquisition for financial reporting purposes with ICICI (the ‘acquirer’) as the accounting acquirer and is further discussed in Note 3.

The consolidated balance sheet as of March 31, 2002, and the consolidated statements of operations, cash flows and stockholders’ equity and other comprehensive income for the year ended March 31, 2001 and 2002, presented herein, are those of the acquirer, even though the acquiree is the surviving legal entity subsequent to the reverse acquisition. As such, as further described in Note 2, they include the acquirer’s less than majority ownership interest in the acquiree accounted for by the equity method.

Principles of consolidation

The consolidated financial statements include the accounts of ICICI Bank and all of its subsidiaries, which are more than 50% owned and controlled. All significant inter company accounts and transactions are eliminated on consolidation. The Company accounts for investments in common stock of affiliates by the equity method where its investment in the voting stock gives it the ability to exercise significant influence over the investee.

The consolidation of the Company’s majority ownership interest in two insurance companies acquired in each of fiscal.2001 and 2002 has now been deemed inappropriate because of substantive participative rights retained by the minority shareholders. Accordingly, such investees are no longer consolidated but are accounted for by the equity method. Prior period financial statements have been restated with no resultant impact on net income or stockholders’ equity.

Basis of preparation

The accounting and reporting policies of the Company used in the preparation of these consolidated financial statements reflect general industry practices and conform to generally accepted accounting principles in the United States (US GAAP).

The preparation of consolidated financial statements in conformity with US GAAP requires that management makes estimates and assumptions that affect the reported amount of assets and liabilities and disclosures of contingent assets and liabilities as of the date of the consolidated financial statements and the reported income and expense for the reporting period. The Company makes estimates for valuation of derivatives and securities, where no ready market exists, determining the level of allowance for loan losses and assessing recoverability of goodwill, intangible assets and deferred tax assets. Management believes that the estimates used in the preparation of the consolidated financial statements are prudent and reasonable. The actual results could differ from these estimates.

Foreign currencies

The consolidated financial statements are reported in Indian rupees (Rs.), the national currency of India. The functional currency of each entity within the Company is its respective local currency.

The assets and liabilities of the Company’s foreign operations are translated into Indian rupees at current exchange rates, and revenues and expenses are translated at average exchange rates for the year. Resulting translation adjustments are reflected as a component of accumulated other comprehensive income.

Transaction gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included in the results of operations as incurred.

Solely for the convenience of the readers, the financial statements as of and for the year ended March 31, 2003, have been translated into United States dollar at the noon buying rate in New York City on March.28, 2003, for cable transfers in Indian rupees, as certified for customs purposes by the Federal Reserve of New York of USD.1 = Rs. 47.55. No representation is made that the Indian rupee amounts have been, could have been or could be converted into United States dollars at such a rate or any other certain rate on March 31, 2003,.or at any other certain date.

F59






     
  notes to the consolidated financial statements
  Continued

Revenue recognition

Interest income is accounted on an accrual basis except in respect of impaired loans, where it is recognized on a cash basis. Income from leasing and hire purchase operations is accrued in a manner to provide a fixed rate of return on outstanding investments.

Fees from activities such as investment banking, loan syndication and financial advisory services are accrued based on milestones specified in the customer contracts. Fees for guarantees and letters of credit are amortised over the contracted period of the commitment.

Revenues from software development and services comprise income from time-and-material and fixed-price contracts. Revenue with respect to time-and-material contracts is recognized as related services are performed. Revenue with respect to fixed-price contracts is recognized in accordance with the percentage of completion method of accounting. Provisions for estimated losses on contracts-in-progress are recorded in the period in which such losses become probable based on the current contract estimates.

Cash equivalents

The Company considers all highly liquid investments, which are readily convertible into cash and have contractual maturities of three months or less from the date of purchase, to be cash equivalents. The carrying value of cash equivalents approximates fair value.

Securities and trading activities

The Company classifies investments in debt and readily marketable equity securities, other than investments held by certain venture capital subsidiaries, into two categories based upon management’s intention at the time of purchase: trading securities and securities available for sale. Realized gains and losses on the sale of securities are recorded at the time of sale. For computing realized gains and losses on securities, the cost is ascertained using the First-In-First-Out Method.

As more fully explained in Note 6, the Company no longer classifies investments in debt securities as held to maturity, due to sale of certain held to maturity securities during the year ended March 31, 2002.

Trading assets, primarily debt securities and foreign exchange products, are recorded at fair value with realized and unrealized gains and losses included in non-interest income. Interest on trading securities is recorded in interest income. The fair value of trading assets is based upon quoted market prices or, if quoted market prices are not available, estimates using similar securities or pricing models.

Securities not classified as trading securities are classified as available for sale. These include securities used as part of the Company’s asset liability management strategy, which may be sold in response to changes in interest rates, prepayment risk, liquidity needs and similar factors. Securities available for sale are recorded at fair value with unrealized gains and losses recorded, net of tax, as a component of accumulated other comprehensive income. Equity securities, which are traded on a securities exchange within six months of the balance sheet date are considered as publicly traded. The last quoted price of such securities is taken as their fair value. Non-readily marketable equity securities for which there is no readily determinable fair value are recorded at cost.

Securities on which there is an unrealized loss that is deemed to be other than temporary are written down to fair value with the loss recorded in non-interest income as a loss on other securities. Other than temporary decline is identified by management based on an evaluation of all significant factors including the length of time and the extent to which the fair value has been less than the cost, the financial condition and prospects of the issuer and the extent and ability of the Company to retain the investment for a period of time sufficient to allow for any probable recovery in fair value.

Securities acquired through conversion of loans in a troubled debt restructuring are recorded at the fair value on the date of conversion and subsequently accounted for as if acquired for cash.

The Company’s venture capital subsidiaries carry their investments at fair value, with changes in fair value recognized in gain/loss on venture capital investments. The fair values of publicly traded venture capital investments are generally based upon quoted market prices. In certain situations, including thinly traded securities, large-block holdings, restricted shares or other special situations, the quoted market price is adjusted to produce an estimate of the attainable fair value for the securities. For securities that are not publicly traded, fair value is determined in good faith pursuant to procedures established by the Board of Directors of the venture capital subsidiaries. In determining the fair value of these securities, consideration is given to the financial conditions, operating results and prospects of the underlying companies, and any other factors deemed relevant. Generally, these investments are carried at cost during the first year, unless a significant event occurs that effects the long-term value of the investment. Because

F60






     
  notes to the consolidated financial statements
    Continued 

of the inherent uncertainty of the valuations, those estimated values may differ significantly from the values that would have been used had a ready market for the investments existed.

Trading liabilities represent borrowings from banks in the inter-bank call money market, borrowings from banks and corporates in the course of trading operations and balances arising from repurchase transactions.

Loans

Loans are reported at the principal amount outstanding, inclusive of interest accrued and due per the contractual terms, except for certain non-readily marketable privately placed debt instruments, which are considered credit substitutes and are, therefore classified as loans but accounted for as debt securities. Loan origination fees (net of loan origination costs) are deferred and recognized as an adjustment to yield over the life of the loan. Interest is accrued on the unpaid principal balance and is included in interest income.

Loans include aggregate rentals on lease financing transactions and residual values, net of security deposits and unearned income. Lease financing transactions substantially represent direct financing leases. Loans also include the aggregate value of purchased securitized receivables, net of unearned income.

The Company identifies a commercial loan as impaired and places it on non-accrual status when it is probable that it will be unable to collect the scheduled payments of principal and interest due under the contractual terms of the loan agreement. A commercial loan is also considered to be impaired and placed on a non-accrual basis if interest or principal is greater than 180 days overdue. Delays or shortfalls in loan payments are evaluated along with other factors to determine if a loan should be classified as impaired. The decision to classify a loan as impaired is also based on an evaluation of the borrower’s financial condition, collateral, liquidation value and other factors that affect the borrower’s ability to pay.

The Company classifies a loan as a restructured loan where it has made concessionary modifications, that it would not otherwise consider, to the contractual terms of a loan to a borrower experiencing financial difficulties. Such loans are placed on non-accrual status.

Generally, at the time a loan is placed on non-accrual status, interest accrued and uncollected on the loan in the current fiscal year is reversed from income, and interest accrued and uncollected from the prior year is charged off against the allowance for loan losses. Thereafter, interest on non-accrual loans is recognized as interest income only to the extent that cash is received. When borrowers demonstrate over an extended period the ability to repay a loan in accordance with the contractual terms of a loan, which the Company classified as non-accrual, the loan is returned to accrual status. With respect to restructured loans, performance prior to the restructuring or significant events that coincide with the restructuring are evaluated in assessing whether the borrower can meet the rescheduled terms and may result in the loan being returned to accrual status after a performance period.

Consumer loans are generally identified as impaired not later than a predetermined number of days overdue on a contractual basis. The number of days is set at an appropriate level by loan product. The policy for suspending accruals of interest and impairment on consumer loans varies depending on the terms, security and loan loss experience characteristics of each product.

Allowance for loan losses

The allowance for loan losses represents management’s estimate of probable losses inherent in the portfolio. Larger balance, non-homogenous exposures representing significant individual credit exposures are evaluated based upon the borrower’s overall financial condition, resources and payment record and the realizable value of any collateral. Within the allowance of loan losses, a valuation allowance is maintained for larger-balance, non-homogenous loans that have been individually determined to be impaired. This estimate considers all available evidence including the present value of the expected future cash flows discounted at the loan’s contractual effective rate and the fair value of collateral.

Each portfolio of smaller-balance, homogenous loans, including consumer mortgage, installment, revolving credit and most other consumer loans, is individually evaluated for impairment. The allowance for loan losses attributed to these loans is established via a process that includes an estimate of probable losses inherent in the portfolio, based upon various statistical analysis. These include migration analysis, in which historical delinquency and credit loss experience is applied to the current ageing of the portfolio, together with an analysis that reflects current trends and conditions.

While determining the adequacy of the allowance for loan losses, management also considers overall portfolio indicators including historical credit losses, delinquent and non-performing loans, and trends in volumes and terms of loans; an evaluation of overall credit quality and the credit process, including lending policies and procedures; consideration of economic, geographical, product, and other environmental factors.

F61






     
  notes to the consolidated financial statements
  Continued

The Company also includes in the allowances, provision for credit losses on its performing portfolio based on the estimated probable losses inherent in the portfolio. The allowances on the performing portfolio are established after considering historical and projected default rates and loss severities, internal risk rating and geographic, industry and other environmental factors; and model imprecision.

The Company evaluates its impaired loan portfolio at the end of every period and loan balances which are deemed irrecoverable are charged off against related allowances for credit losses.

Transfers and servicing of financial assets

In September 2000, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards (SFAS) No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities, a replacement of SFAS No. 125. The provisions of SFAS No. 140 relating to transfers and servicing of financial assets are effective for transactions after March 31, 2001. The Company transfers commercial and consumer loans through securitisation transactions. The transferred loans are de-recognized and gains/losses are recorded only if the transfer qualifies as a sale under SFAS No. 140. Recourse and servicing obligations and put options written are recorded as proceeds of the sale. Retained beneficial interests in the loans and servicing rights are measured by allocating the carrying value of the loans between the assets sold and the retained interest, based on the relative fair value at the date of the securitization. The fair values are determined using either financial models, quoted market prices or sales of similar assets.

Loans held-for-sale

Loans originated for sale are classified as loans held-for-sale and are accounted for at the lower of cost or fair value. Such loans are reported as other assets. Market value of such loans are determined at rates applicable to similar loans.

Derivatives instruments and hedging activities

In June 1998, the FASB issued SFAS No. 133, Accounting for Derivative Instruments and Certain Hedging Activities. In June 2000, the FASB issued SFAS No. 138, Accounting for Certain Derivative Instruments and Certain Hedging Activity, an Amendment of SFAS No. 133. SFAS No. 133 and SFAS No. 138 require that all derivative instruments be recorded on the balance sheet at their respective fair values. SFAS No. 133 and SFAS No. 138 are effective for all fiscal quarters of all fiscal years beginning after June 30, 2000. On April 1, 2001, the Company adopted SFAS No. 133 and SFAS No. 138 on a prospective basis.

Under SFAS No. 133, the Company may designate a derivative as either a hedge of the fair value of a recognized fixed rate asset or liability or an unrecognized firm commitment (fair value hedge), a hedge of a forecasted transaction or the variability of future cash flows of a floating rate asset or liability (cash flow hedge) or a foreign-currency fair value or cash flow hedge (foreign currency hedge). All derivatives are recorded as assets or liabilities on the balance sheet at their respective fair values with unrealized gains and losses recorded either in accumulated other comprehensive income or in the statement of income, depending on the purpose for which the derivative is held. Derivatives that do not meet the criteria for designation as a hedge under SFAS No. 133 at inception, or fail to meet the criteria thereafter, are accounted for in other assets with changes in fair value recorded in the statement of income.

Changes in the fair value of a derivative that is designated and qualifies as a fair value hedge along with the gain or loss on the hedged asset or liability that is attributable to the hedged risk, are recorded in the statement of income as other non-interest income. To the extent of the effectiveness of a hedge, changes in the fair value of a derivative that is designated and qualifies as a cash flow hedge, are recorded in accumulated other comprehensive income, net of tax. For all hedge relationships, ineffectiveness resulting from differences between the changes in fair value or cash flows of the hedged item and changes in the fair value of the derivative are recognized in the statement of income as other non-interest income.

At the inception of a hedge transaction, the Company formally documents the hedge relationship and the risk management objective and strategy for undertaking the hedge. This process includes identification of the hedging instrument, hedged item, risk being hedged and the methodology for measuring effectiveness. In addition, the Company assesses, both at the inception of the hedge and on an ongoing quarterly basis, whether the derivative used in the hedging transaction has been highly effective in offsetting changes in fair value or cash flows of the hedged item, and whether the derivative is expected to continue to be highly effective.

The Company discontinues hedge accounting prospectively when either it is determined that the derivative is no longer highly effective in offsetting changes in the fair value or cash flows of a hedged item; the derivative expires or is sold, terminated or exercised; the derivative is de-designated because it is unlikely that a forecasted transaction will occur; or management determines that designation of the derivative as a hedging instrument is no longer appropriate.

F62






     
  notes to the consolidated financial statements
    Continued 

When a fair value hedge is discontinued, the hedged asset or liability is no longer adjusted for changes in fair value and the existing basis adjustment is amortized or accreted over the remaining life of the asset or liability. When a cash flow hedge is discontinued but the hedged cash flow or forecasted transaction is still expected to occur, gains and losses that were accumulated in other comprehensive income are amortized or accreted into the statement of income. Gains and losses are recognized in the statement of income immediately if the cash flow hedge was discontinued because a forecasted transaction did not occur.

The Company may occasionally enter into a contract (host contract) that contains a derivative that is embedded in the financial instrument. If applicable, an embedded derivative is separated from the host contract and can be designated as a hedge; otherwise, the derivative is recorded as a freestanding derivative.

Prior to the adoption of SFAS No. 133, derivatives used for interest rate risk management were not recorded at fair value. Rather, the net interest settlement on designated derivatives that either effectively altered the interest rate characteristics of assets and liabilities or hedged exposures to risk was treated as an adjustment to the interest income or interest expense of the related assets or liabilities. The effect of adopting SFAS No. 133 at April 1, 2001 did not result in any impact on the statement of operations.

Variable interest entities

In January 2003, the FASB issued FASB Interpretation No. (FIN) 46, Consolidation of Variable Interest Entities. FIN 46 changes the method of determining whether certain entities, including securitization entities, should be included in the Company’s consolidated financial statements. An entity is subject to FIN 46 and is called a variable interest entity (VIE) if it has (1) equity that is insufficient to permit the entity to finance its activities without additional subordinated financial support from other parties, (2) equity investors that cannot make significant decisions about the entity’s operations, or (3) equity that does not absorb the expected losses or receive the expected returns of the entity. A VIE is consolidated by its primary beneficiary, which is the party involved with the VIE that has a majority of the expected losses or a majority of the expected residual returns or both. The provisions of FIN 46 are to be applied immediately to VIEs created after January 31, 2003, and to VIEs in which an enterprise obtains an interest after that date. For VIEs in which an enterprise holds a variable interest that it acquired before February 1, 2003, FIN 46 applies in the first fiscal period beginning after June 15, 2003. For any VIEs that must be consolidated under FIN 46 that were created before February 1, 2003, the assets, liabilities and noncontrolling interest of the VIE would be initially measured at their carrying amounts with any difference between the net amount added to the balance sheet and any previously unrecognized interest being recognized as the cumulative effect of an accounting change. If determining the carrying amounts is not practicable, fair value at the date FIN 46 first applies may be used to measure the assets, liabilities and noncontrolling interest of the VIE. FIN 46 also mandates new disclosures about VIEs, some of which are required to be presented in financial statements issued after January 31, 2003.

There are no VIEs that require disclosure under FIN 46. Further, there are no VIEs created after January 31, 2003 that are required to be consolidated under FIN 46.

Guarantees and indemnifications

In November 2002, the FASB issued FIN 45, Guarantor’s Accounting and Disclosure Requirements for Guarantees, including Indirect Guarantees of Indebtedness of Others, which requires that, for guarantees within the scope of FIN 45 issued or amended after December.31,.2002, a liability for the fair value of the obligation undertaken in issuing the guarantee be recognized. FIN 45 also requires additional disclosures in financial statements for periods ending after December 15, 2002. Accordingly, the required disclosures are included in Note 29 to the consolidated financial statements of the Company. The recognition and measurement provisions of FIN 45 were adopted effective January 1, 2003 and did not have a material impact on the consolidated financial statements of the Company.

Property and equipment

Property and equipment are stated at cost, less accumulated depreciation. The cost of additions, capital improvements and interest during the construction period are capitalized, while maintenance and repairs are charged to expense when incurred. Property and equipment held to be disposed off are reported as assets held for sale at the lower of carrying amount or fair value, less cost to sell.

Depreciation is provided over the estimated useful lives of the assets or lease term whichever is shorter.

Property under construction and advances paid towards acquisition of property and equipment are disclosed as capital work in progress. The interest costs incurred for funding an asset during its construction period are capitalized based on the average outstanding investment in the asset and the average cost of funds. The capitalized interest cost is included in the cost of the relevant asset and is depreciated over the estimated useful life of the asset.

F63






     
  notes to the consolidated financial statements
  Continued

Capitalized costs of computer software obtained for internal use represent costs incurred to purchase computer software from third parties and direct costs of materials and services incurred on internally developed software. The capitalized costs are amortized on a straight-line basis over the estimated useful life of the software.

Impairment of long-lived assets

Long-lived assets and certain intangible assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future net undiscounted cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets.

Business combinations

In June 2001, the FASB issued SFAS No. 141, Business Combinations, which requires that the purchase method of accounting be used for all business combinations initiated after June.30,.2001. SFAS No. 141 also specifies the criteria that intangible assets acquired in a purchase method business combination must meet to be recognized and reported apart from goodwill, noting that any purchase price allocated to an assembled workforce may not be accounted separately.

As of April 1, 2001, the Company had an unamortized deferred credit of Rs. 1,265 million related to an excess of the fair value of assets acquired over the cost of an acquisition. As required by SFAS No. 141, in conjunction with the early adoption of SFAS No. 142, the unamortized deferred credit as of April 1, 2001, has been written-off and recognized as the effect of a change in accounting principle.

Goodwill and intangible assets

On April 1, 2001, the Company early-adopted SFAS No. 142, Goodwill and Other Intangible Assets. As required by SFAS No. 142, the Company reclassified existing goodwill and intangible assets to conform with the new criteria in SFAS No. 141 for recognition apart from goodwill. This resulted in reclassification of previously recorded intangible assets of Rs. 115.million as goodwill and a reclassification of previously recorded goodwill of Rs. 373.million as a separate unidentifiable intangible asset.

As required by SFAS No. 142, the Company identified its reporting units and assigned assets and liabilities, including goodwill to the reporting units on the date of adoption. Subsequently, the Company compared the fair value of each reporting unit to its carrying value, to determine whether goodwill is impaired at the date of adoption. This transitional impairment evaluation did not indicate an impairment loss.

Subsequent to the adoption of SFAS No. 142, the Company does not amortize goodwill but instead tests goodwill for impairment at least annually. The annual impairment test under SFAS No. 142 did not indicate an impairment loss.

Net income and basic and diluted earnings per share excluding the impact of amortization of goodwill, for all periods presented would have been as follows:

    Year ended March 31,
   




 
    2001(1)   2002(2)   2003  
  Net income / (loss) (in Rs. millions)            
  As reported 6,630   1,547   (7,983)  
  Add: Amortization of goodwill 145      
   
 
 
 
  Pro forma net income / (loss) 6,775   1,547   (7,983)  
   
 
 
 
  Earnings / (loss) per share: Basic (in Rs.)            
  As reported 16.88   3.94   (14.18)  
  Add: Amortization of goodwill 0.37      
   
 
 
 
  Pro forma 17.25   3.94   (14.18)  
   
 
 
 
  Earnings / (loss) per share: Diluted (in Rs.)            
  As reported 16.81   3.94   (14.18)  
  Add: Amortization of goodwill 0.37      
   
 
 
 
  Pro forma 17.18   3.94   (14.18)  
   
 
 
 

(1) Restated for reverse acquisition.

(2) Restated for reverse acquisition and adoption of SFAS No. 147

F64






     
  notes to the consolidated financial statements
    Continued 

Intangible assets are amortized over their estimated useful lives in proportion to the economic benefits consumed in each period.

The useful life of other intangible assets is as follow:

 

 
    No. of years  
   
 
  Marketing-related intangibles 5  
  Customer-related intangibles 3-10  
 

 

In October 2002, the FASB issued SFAS No. 147, Acquisitions of Certain Financial Institutions. SFAS No. 147 requires that business combinations involving financial institutions within its scope, be accounted for under SFAS No. 141. Previously, generally accepted accounting principles for acquisitions of financial institutions provided for recognition of the excess of the fair value of liabilities assumed over the fair value of tangible and identifiable intangible assets acquired as an unidentifiable intangible asset. Under SFAS No. 147, such excess is accounted for as goodwill. Adoption of SFAS No. 147 resulted in a reclassification of previously recorded unidentifiable intangible asset of Rs..373.million to goodwill with effect from April.1,.2001. Further, as required by SFAS No. 147, the Company reversed the amortization expense of Rs. 290 million and the related income tax benefit of Rs. 103 million, by restating the results for the year ended March 31, 2002.

Income taxes

The Company accounts for income taxes under the provisions of SFAS No. 109, Accounting for Income Taxes. SFAS No. 109 requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are determined based on the difference between the amount for financial reporting and tax basis of assets and liabilities, using enacted tax rates expected to apply to taxable income in the years the temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the statement of income in the period of enactment. Deferred tax assets are recognized subject to a valuation allowance based upon management’s judgement as to whether realization is considered more likely than not.

Issue of shares by subsidiary/affiliate

An issuance of shares by a subsidiary/affiliate to third parties reduces the proportionate ownership interest of the Company in the investee. A change in the carrying value of the investment in a subsidiary/affiliate due to such direct sale of unissued shares by the investee is accounted for as a capital transaction, and is recognized in stockholders’ equity when the transaction occurs.

Trading assets and liabilities

Trading assets and liabilities include securities and derivatives and are recorded either at market value or where, market prices are not readily available, fair value, which is determined under an alternative approach. The determination of market or fair value considers various factors including stock exchange quotations, time value and volatility factors underlying derivatives, counterparty credit quality and derivative transaction cash maintenance during that period. Derivatives in a net receivable position are reported as trading assets. Similarly derivatives in a net payable position are reported as trading liabilities.

Employee benefit plans

The Company provides a variety of benefit plans to eligible employees. Contributions to defined contribution plans are charged to income in the period in which they accrue. Current service costs for defined benefit plans are accrued in the period to which they relate. Prior service costs, if any, resulting from amendments to the plans are recognized and amortized over the remaining period of service of the employees.

Stock-based compensation

The Company uses the intrinsic value based method of Accounting Principle Board (APB) Opinion No..25, Accounting for Stock Issued to Employees, to account for its employee stock-based compensation plans. Compensation cost for fixed and variable stock based awards is measured by the excess, if any, of the fair market price of the underlying stock over the exercise price. Compensation cost for fixed awards is measured at the grant date, while compensation cost for variable awards is estimated until the number of shares an individual is entitled to receive and the exercise price are known (measurement date).

In December 2002, FASB issued SFAS No. 148 Accounting for Stock Based Compensation-transition and disclosures, an amendment of FASB No. 123. SFAS No. 148 amends SFAS No. 123, Accounting for Stock Based Compensation,

F65






     
  notes to the consolidated financial statements
  Continued

to provide alternative methods of transition for a voluntary change to the fair value based method of accounting for stock-based employee compensation. In addition, SFAS No. 148 amends the disclosure requirements of SFAS No. 123 to require prominent disclosures in both annual and interim financial statements about the method of accounting for stock based employee compensation and the effect of the method used on reported results. The disclosure provisions of SFAS No. 148 are applicable for fiscal periods beginning after December 15, 2002. Had compensation cost been determined in a manner consistent with the fair value approach described in SFAS No. 123, the Company’s net income and earnings per share as reported would have changed to the amounts indicated below:

 





 
    Year ended March 31,  
   




 
    2001(1)   2002(2)   2003  
  Net income/(loss) (in Rs. millions) Rs.   Rs.   Rs.  
  As reported 6,630   1,547   (7,983)  
  Add: Stock based employee compensation            
     expense included in reported net income,            
     net of tax effects 37   26   7  
  Less: Stock based employee compensation            
     expense determined under fair value based            
     method, net of tax effects (128)   (58)   (358)  
   
 
 
 
  Pro forma net income / (loss) 6,539   1,515   (8,334)  
   
 
 
 
  Earnings / (loss) per share: Basic (in Rs.)            
  As reported 16.88   3.94   (14.18)  
  Pro forma 16.65   3.86   (14.80)  
               
  Earnings / (loss) per share: Diluted (in Rs.)            
  As reported 16.81   3.94   (14.18)  
  Pro forma 16.59   3.86   (14.80)  
 





 

(1) Restated for reverse acquisition.

(2) Restated for reverse acquisition and adoption of SFAS No. 147.

The fair value of the options is estimated on the date of the grant using the Black-Scholes options pricing model, with the following assumptions:

 
 
    2001   2002   2003  
   




 
  Dividend yield 5.9%   5.5%   1.7%  
  Expected life 10 years   10 years   10 years  
  Risk free interest rate 10.4%   7.4%   8.9%  
  Volatility 30%   55%   54%  
 
 

Dividends

Dividends on common stock and the related dividend tax are recognized on approval by the Board of Directors.

Earnings / (Loss) per share

Basic earnings / (loss) per share is computed by dividing net income / (loss) by the weighted average number of common stock outstanding during the period. Diluted earnings / (loss) per share reflects the potential dilution that could occur if securities or other contracts to issue equity shares were exercised or converted.

Reclassifications

Certain other reclassifications have been made in the financial statements of prior years to conform to classifications used in the current year. These changes had no impact on previously reported results of operations or stockholders’ equity.

F66






     
  notes to the consolidated financial statements
    Continued 

2. Dilution of ownership interest in the acquiree

Until March 2000, the Company held a 74.2% controlling interest in the acquiree. In March.2000, the acquiree issued 15.9 million American Depository Shares (ADS) to third parties. As a result of the issuance, the proportionate ownership interest of the Company in the acquiree reduced from 74.2% to 62.2%.

The offering price per share exceeded the Company’s carrying amount per share in the acquiree, resulting in an increase in the carrying value of the Company’s investment in the acquiree by Rs. 4,114.million. This change in the carrying value was recognized in the statement of stockholders’ equity as a capital transaction.

In March.2001, the acquiree acquired Bank of Madura Limited, a banking company, through issuance of stock. The acquisition was recorded by the purchase method. As a result of the issuance, the ownership interest of the Company in the acquiree was reduced from 62.2% to 55.6%. The issuance price exceeded the Company’s carrying amount per share in the acquiree resulting in an increase in the carrying value of the Company’s investment in the acquiree by Rs. 1,242.million. This change in the carrying value, net of the related tax effect of Rs. 140.million, has been recognized in the statement of stockholders’ equity as a capital transaction.

Subsequently, during March.2001, the Company sold a 9.2% interest in the acquiree to institutional investors for a consideration of Rs. 3,499 million. The gain on sale of Rs. 1,996.million is included in the statement of income. This reduced the Company’s interest in the acquiree to 46.4%.

In view of the Company’s ownership interest in the acquiree having been reduced to below majority level, the Company determined that consolidation of the acquiree was not appropriate and accounted for its ownership interest under the equity method beginning April 1, 2000, the beginning of the fiscal year in which the ownership interest was less than majority.

During the year ended March 31, 2002, the Company further reduced its ownership interest to 46%. This resulted in a gain of Rs. 57 million, which is included in the statement of income.

3. Acquisitions

Reverse acquisition

Effective April 1, 2002, the acquiree and the Company consummated a transaction whereby shareholders of the Company were issued shares of the acquiree in the ratio of 1:2. The transaction has been treated as a reverse acquisition, with the acquiree as the surviving legal entity but the Company as the accounting acquirer.

On the acquisition date, the Company held a 46% ownership interest in the acquiree. Accordingly, the acquisition of the balance 54% ownership interest has been accounted for as a step-acquisition. The operations of the acquiree have been consolidated in the Company’s financial statements effective April 1, 2002.

As a result of the acquisition, the Company became a universal banking company offering the entire spectrum of financial services. The acquisition is expected to reduce the cost of funds for the Company through access to the extensive branch network and deposit base of the acquiree. Further, the acquisition is expected to benefit the Company through greater opportunities to generate fee-based income, participation in the payment networks and ability to provide transaction banking services. Subsequent to the acquisition, the operations of the Company will be governed by the Banking Regulation Act, 1949.

The components of the purchase price and allocation are as follows:

  (Rs. in millions)  
 

 
  Fair value of common stock issued on reverse acquisition 12,028  
  Direct acquisition costs 1,627  
  Fair value of stock options assumed on reverse acquisition 409  
   
 
  Total 14,064  
   
 
 

 

The fair value of common stock issued on reverse acquisition was based on the average prices of the equity shares for the two trading days before and after October 25, 2002, the date, the terms of the acquisition were agreed to and announced.

The total purchase price has been allocated to the acquired assets and assumed liabilities as of the date of acquisition based on management’s estimates and independent appraisals as follows:

F67






     
  notes to the consolidated financial statements
  Continued

  (Rs. in millions)  
 

 
  Assets    
  Cash and cash equivalents 53,183  
  Investments 113,725  
  Loans 39,102  
  Property and equipment 2,609  
  Intangible assets 5,470  
  Other assets 11,093  
   
 
  Total assets acquired 225,182  
   
 
  Liabilities    
  Deposits 176,018  
  Borrowings 16,174  
  Other liabilities 19,745  
   
 
  Total liabilities assumed 211,937  
   
 
  Net tangible and intangible assets 13,245  
  Goodwill 819  
   
 
  Total 14,064  
   
 
 

 

The goodwill recognized above is not deductible for tax purposes.

The intangible assets relate to customer and deposit relationships and would be amortized over a period of 10 years. Consequent to the acquisition, the 46% ownership interest held by the Company in the acquiree was recorded as treasury stock at its historical carrying value. In September 2002, the treasury stock was sold to institutional investors for Rs. 13,154 million. The difference between the sale proceeds and the carrying value, net of related tax effects of Rs. 599 million, was recognized in the statement of stockholders equity as a capital transaction.

Step-acquisition of Tricolour Infotech Services Limited

In September 2002, the Company acquired the remaining 50% ownership interest in Tricolor Infotech International Inc., Mauritius for a cash consideration of Rs. 110.million. The total purchase price has been allocated to the acquired assets and assumed liabilities based on management estimates as follows:

  (Rs. in millions)  
 

 
  Net tangible assets 16  
  Marketing-related intangibles 76  
  Goodwill 18  
   
 
  Total 110  
   
 
 

 

The goodwill recognized above is not deductible for tax purposes.

Acquisition of Customer Asset India Private Limited

In April 2002, the Company acquired a 100% ownership interest in Customer Asset India Private Limited, a company engaged in the business of providing contact center services through its offshore contact center at Bangalore, for a cash consideration aggregating Rs. 959.million. The acquisition would enable the Company to enter the IT enabled services market. The total purchase price has been allocated to the acquired assets and assumed liabilities based on management estimates as follows:

  (Rs. in millions)  
 

 
  Net tangible assets 177  
  Customer-related intangibles 165  
  Goodwill 617  
   
 
  Total 959  
   
 
 

 

The goodwill recognized above is not deductible for tax purposes.

F68






     
  notes to the consolidated financial statements
    Continued 

Pro forma information (unaudited)

Unaudited pro forma results of the operations for the years ended March 31, 2002 and 2003 as if the acquisitions had been made at the beginning of the periods is given below. The pro forma results include estimates and assumptions which management believes are reasonable. However, these do not reflect any benefits from economies or synergies, which might be achieved from combining the operations. The pro forma consolidated results of operations include adjustments to give effect to amortization of acquired intangible assets other than goodwill. The pro forma information is not necessarily indicative of the operating results that would have occurred had the purchase been made at the beginning of the periods presented.

 

 
    Year endedMarch 31,  
   


 
    2002   2003  
  Revenues (Rs. in millions) 87,274   111,421  
  Net income / (loss) (Rs. in millions) 1,231   (8,017)  
  EPS (Basic and Diluted) (in Rs.) 3.13   (14.24)  
 

 
       
4. Sale of stock of ICICI Infotech Services Limited    

During the year ended March.31,.2001, the Company diluted its interest in ICICI Infotech Services Limited to 92% through sale of an 8% interest to a strategic investor for a consideration of Rs. 576.million. The gain on sale of Rs..511.million is included in the statement of operations.

5. Cash and cash equivalents

Cash and cash equivalents as of March 31, 2003, includes deposits with Reserve Bank of India of Rs. 45,506 million (2002: Nil) (including Rs. 39,805 million (2002: Nil) in accordance with the guidelines governing minimum cash reserve requirements) and interest-bearing deposits with other banks of Rs. 6,919 million (2002: Rs. 35,508.million). The balance maintained with the Reserve Bank of India towards cash reserve requirements are subject to withdrawal and usage restrictions.

6. Trading assets

A listing of the trading assets is set out below:

    (Rs. in millions)  
 

 
    Year ended March 31,  
   


 
    2002   2003  
           
  Government of India securities 15,602   26,658  
  Securities purchased under agreements to resell 21,399   5,399  
  Corporate debt securities 4,627   6,704  
  Equity securities 742   187  
  Fair value of derivative and foreign exchange contracts 6   686  
   
 
 
  Total 42,376   39,634  
   
 
 
 

 

As of March 31, 2003, trading assets include Government of India (GOI) securities amounting to Rs. 8,050.million (2002: Rs. 11,866.million), which are pledged for the purpose of collateralizing short-term borrowings.

F69






     
  notes to the consolidated financial statements
  Continued
   
7. Securities

The portfolio of securities is set out below:

                            (Rs. in millions)  
 
 
    As of March 31, 2002   As of March 31, 2003  
   
 
 
    Amortized   Gross   Gross   Fair   Amortized   Gross   Gross   Fair  
    cost   unrealized   unrealized   value   cost   unrealized   unrealized   value  
        gain   loss           gain   loss      
                                   
  Available for sale                                
  Corporate debt securities 4,446   502   (513)   4,435   10,636   389   (79)   10,946  
  GOI securities 26,662   438     27,100   240,187   4,403   (459)   244,131  
   
 
 
 
 
 
 
 
 
  Total debt securities 31,108   940   (513)   31,535   250,823   4,792   (538)   255,077  
  Equity securities 19,181   365   (3,223)   16,322   13,609   745   (1,932)   12,422  
   
 
 
 
 
 
 
 
 
  Total securities                                
     available for sale 50,289   1,305   (3,736)   47,857   264,432   5,537   (2,470)   267,499  
   
 
 
 
 
 
 
 
 
  Non-readily marketable                                
     equity securities(1) 8,268               9,418              
   
             
             
  Venture capital investments(2)           3,921               3,704  
               
             
 
 
 

(1) Primarily represents securities acquired as a part of project financing activities or conversion of loans in debt restructurings.

(2) Represents venture capital investments held by venture capital subsidiaries of the Company.

During the year ended March 31, 2003, as part of its ongoing evaluation of its securities portfolio, the Company recorded an impairment charge of Rs..2,098.million (2002: Rs..3,480.million, 2001: Rs..1,835.million) for other than temporary decline in value of available for sale and non-readily marketable equity securities.

Privately placed corporate debt securities reported as loans (credit substitutes).

The portfolio of credit substitutes is set out below:

                            (Rs. in millions)  
 
 
    As of March 31, 2002   As of March 31, 2003  
   
 
 
    Amortized   Gross   Gross   Fair   Amortized   Gross   Gross   Fair  
    cost   unrealized   unrealized   value   cost unrealized       unrealized   value  
        gain   loss           gain   loss      
                                   
  Available for sale 59,707   1,077   (502)   60,282   61,295   2,539   (1,118)   62,716  
 
 

During the year ended March 31, 2002, the Company sold debt securities classified as held to maturity. The debt securities were sold for Rs..640 million resulting in a realized gain of Rs..102 million. As the securities were sold for reasons other than those specified in SFAS No. 115, all remaining held to maturity securities were reclassified as available for sale. Subsequent to the sale, the Company no longer classifies debt securities as held to maturity.

Income from securities available for sale

A listing of income from securities available for sale is set out below:

        (Rs. in millions)  
 
 
    Year ended March 31,  
   
 
    2001   2002   2003  
               
  Interest 123   1,027   16,633  
  Dividends 345   267   389  
   
 
 
 
  Total 468   1,294   17,022  
   
 
 
 
  Gross realized gain 474   1,238   6,845  
  Gross realized loss (348)   (7)   (5,022)  
   
 
 
 
  Total 126   1,231   1,823  
   
 
 
 
 
 

F70






     
  notes to the consolidated financial statements
    Continued 

  Income from credit substitutes available for sale        
  A listing of income from credit substitutes available for sale is set out below:  
    (Rs. in millions)  
 
 
    Year ended March 31,  
   
 
    2002   2003  
           
  Interest 2,872   8,406  
  Dividends 45   381  
   
 
 
  Total 2,917   8,787  
   
 
 
  Gross realized gain 282   1,200  
  Gross realized loss   (75)  
   
 
 
  Total 282   1,125  
   
 
 
 
 
           
  Maturity profile of debt securities        
           
  A listing of each category of available for sale debt securities as of March.31, 2003, by maturity is set out below:  
       
    (Rs. in millions)  
 

 
    Available for sale  
   
 
    Amortized Cost   Fair value  
  Corporate debt securities        
  Less than one year 285   267  
  One to five years 8,436   8,719  
  Five to ten years 1,862   1,900  
  Greater than ten years 53   60  
   
 
 
  Total Corporate debt securities 10,636   10,946  
   
 
 
  GOI securities        
  Less than one year 76,238   76,216  
  One to five years 54,976   55,922  
  Five to ten years 54,170   54,614  
  Greater than ten years 54,803   57,379  
   
 
 
  Total GOI securities 240,187   244,131  
   
 
 
  Total debt securities 250,893   255,077  
   
 
 
  Credit substitutes        
  Less than one year 14,584   14,618  
  One to five years 32,984   34,683  
  Five to ten years 12,760   12,448  
  Greater than ten years 967   967  
   
 
 
  Total credit substitutes 61,295   62,716  
   
 
 
           
8. Repurchase transactions        
           
  The Company has undertaken repurchase and reverse repurchase transactions in GOI securities. The average level of repurchase transactions outstanding during the year ended March 31, 2003, was Rs. 7002.million (2002: Rs. 1,743.million). The average level of reverse repurchase transactions outstanding during the year ended March 31, 2003, was Rs. 4,483.million (2002:.Rs. 1,347.million). As of March 31, 2003, outstanding repurchase and reverse repurchase transactions were Rs. 3,000 million (2002: Rs. 595 million) and Rs. 5,399 million (2002: Rs. 21,399.million) respectively.  

F71






     
  notes to the consolidated financial statements
  Continued

8. Investments in affiliates

The acquiree

For the year ended March 31, 2002, the Company accounted for its 46% (2001: 46.4%) interest in the acquiree using the equity method. The carrying value of the investment in the acquiree as of March 31, 2002, was Rs. 8,204 million (2001: Rs. 7,562 million). The Company’s equity in the income of the acquiree for the year ended March 31, 2002 was Rs. 929 million (2001:.Rs..811 million). During the year ended March 31, 2002, the Company received dividends of Rs. 403 million (2001: Rs. 184 million) from the acquiree.

The summarized balance sheets and statements of income of the acquiree are set out below:

    (Rs. in millions)  
 

 
  Balance sheet As of March 31,  
   
 
    2001   2002  
           
  Cash and cash equivalents 47,306   89,371  
  Trading assets 18,725   26,075  
  Securities 35,731   180,052  
  Loans 93,030   72,474  
  Other assets 25,746   36,833  
   
 
 
  Total assets 220,538   404,805  
   
 
 
  Deposits 164,254   325,221  
  Trading liabilities 5,958   1,237  
  Long-term debt 2,421   5,740  
  Other liabilities 31,598   54,457  
  Stockholders’ equity 16,307   18,150  
   
 
 
  Total liabilities and stockholders’ equity 220,538   404,805  
   
 
 
 



 
           
    (Rs. in millions)  
   
 
  Statement of income Year ended March 31,  
   


 
    2001   2002  
           
  Interest income 12,406   20,837  
  Interest expense (8,408)   (15,116)  
   
 
 
  Net interest income 3,998   5,721  
  Provision for loan losses (1,082)   (1,722)  
  Non-interest income 1,754   5,213  
  Non-interest expense (3,104)   (6,260)  
  Income taxes (258)   (931)  
  Cumulative effect of accounting change   16  
   
 
 
  Net income 1,308   2,037  
   
 
 

Insurance companies

The Company accounts for its 74% ownership interest in ICICI Prudential Life Insurance Limited (‘Prulife’) and ICICI Lombard General Insurance Company Limited (‘Lombard’) by the equity method of accounting because of substantive participative rights held by the minority shareholders.

The carrying value of the investment in these companies as of March 31, 2003, was Rs. 2,230.million (2002: Rs. 1,496 million). The Company’s equity in the loss of these affiliates for the year ended March 31, 2003 was Rs. 971 million (2002: Rs. 681 million, 2001:.Rs. 118.million).

F72






     
  notes to the consolidated financial statements
    Continued 

The summarized balance-sheets and statements of operations of these entities as of and for the year ended March 31, 2002 is set out below:

      (Rs. in millions)  
 

 
  Balance sheet As of March 31, 2002  
   


 
    Prulife   Lombard  
           
  Cash and cash equivalents 108   186  
  Securities 1,924   1,088  
  Other assets 757   296  
   
 
 
  Total assets 2,789   1,570  
   
 
 
  Liabilities 1,776   561  
  Stockholders’ equity 1,013   1,009  
   
 
 
  Total liabilities and stockholders’ equity 2,789   1,570  
   
 
 
 



 
         
      (Rs. in millions)  
  Statement of income Year ended March 31, 2002  
   


 
    Prulife   Lombard  
           
  Interest income 124   56  
  Interest expense    
   
 
 
  Net interest income 124   56  
  Non-interest income 1,291   55  
  Non-interest expense (2,238)   (227)  
  Income tax (expense)/benefit (11)   30  
   
 
 
  Net income/(loss) (834)   ( 86)  
   
 
 

Others

The other affiliates of the Company are Prudential ICICI Asset Management Company Limited (Pru-ICICI), Prudential ICICI Trust Limited (Pru-Trust), TCW/ICICI Investment Partners LLC (TCW) and Semantik Solutions Gmbh, Germany. The carrying value of the investment in such affiliates as of March 31, 2003, was Rs. 385.million (2002:.Rs. 386.million). The Company’s equity in the income of such affiliates for the year ended March 31, 2003, was Rs. 13 million (2002:.Rs. 46 million, 2001:.Rs. 42 million).

10. Loans

A listing of loans by category is set out below:

      (Rs. in millions)  
 

 
    Year ended March 31,  
   


 
    2002   2003  
           
  Project and corporate finance (1) (2) 416,386   387,870  
  Working capital finance (including working capital term loans) 42,225   74,422  
  Lease financing 49,865   26,927  
  Consumer loans and credit card receivables 73,013   188,286  
  Other 10,346   18,959  
   
 
 
  Gross loans 591,835   696,464  
  Unearned income (20,013)   (8,902)  
  Security deposits (11,574)   (2,922)  
   
 
 
  Loans, net of unearned income and security deposits . 560,248   684,640  
  Allowances for loan losses (36,647)   (54,219)  
   
 
 
  Loans, net 523,601   630,421  
   
 
 
 
 
     
  (1) Non-readily marketable privately placed debt instruments are classified as loans to reflect the substance of such transactions as substitutes for direct lending (credit substitutes).
  (2) Includes Rs. 62,716 million (2002: Rs. 60,282 million) of credit substitutes classified as loans.

F73






     
  notes to the consolidated financial statements
  Continued

Project and corporate finance loans are generally secured by property, plant and equipment and other tangible assets. Generally, the working capital loans are secured by a first lien on current assets, principally comprising inventory and receivables. Additionally, in certain cases the Company may obtain additional security for working capital loans through a first or second lien on property and equipment, pledge of financial assets like marketable securities and corporate/personal guarantees.

Lease financing

Contractual maturities of the Company’s investment in lease financing and its components, which are included in loans are set out below:

  (Rs. in millions)  
 
 
  As of March 31, 2003  
 
 
  Gross finance receivables for the year ending March.31,    
  2004 5,900  
  2005 4,159  
  2006 3,531  
  2007 2,925  
  2008 2,793  
  Thereafter 7,619  
   
 
    26,927  
  Unearned income (6,213)  
  Security deposits (2,852)  
   
 
  Investment in lease financing 17,862  
   
 
 

 

Maturity profile of loans

A maturity profile of gross loans, other than investment in lease financing is set out below:

    (Rs. in millions)  
 
 
    As of March 31,  
   


 
    2002   2003  
           
  Less than one year 143,309   147,707  
  One to five years 237,025   328,692  
  Greater than five years 161,636   193,138  
   
 
 
  Total 541,970   669,537  
   
 
 
 
 

Interest and fees on loans

A listing of interest and fees on loans (net of unearned income) is set out below:

        (Rs. in millions)  
 
 
    As of March 31,  
   
 
    2001   2002   2003  
               
  Project and corporate finance 60,900   56,032   45,307  
  Working capital finance (including working capital term loans) 5,892   6,418   8,241  
  Lease financing 4,948   4,977   2,484  
  Consumer loans and credit card receivables 2,088   6,593   15,372  
  Other 1,444   1,217   3,676  
   
 
 
 
  Total 75,272   75,237   75,080  
   
 
 
 
 
 

F74






     
  notes to the consolidated financial statements
    Continued 

Restructured loans

The Company classifies a loan as a restructured loan where it has made concessionary modifications, that it would not otherwise consider, to the contractual terms of a loan to a borrower experiencing financial difficulties. As of March 31, 2003, the Company had committed to lend Rs. 2,822 million (2002: Rs. 18,616 million), to borrowers who are parties to troubled debt restructurings.

Impaired loans, including restructured loans

A listing of restructured loans is set out below:

    (Rs. in millions)  
 

 
    As of March 31,  
   


 
    2002   2003  
           
  Project and corporate finance 84,048   135,421  
  Working capital finance (including working capital term loans) 5,283   11,084  
  Other 5,757   886  
   
 
 
  Restructured loans 95,088   147,391  
  Allowance for loan losses (17,722)   (24,732)  
   
 
 
  Restructured loans, net 77,366   122,659  
   
 
 
  Restructured loans:        
  With a valuation allowance 95,088   147,391  
  Without a valuation allowance    
   
 
 
  Restructured loans 95,088   147,391  
   
 
 
 



 

A listing of other impaired loans is set out below:

    (Rs. in millions)  
 

 
    As of March 31,  
   


 
    2002   2003  
           
  Project and corporate finance 48,093   67,906  
  Working capital finance (including working capital term loans) 1,699   11,907  
  Lease financing 731   1,550  
  Consumer loans and credit card receivables 190   1,752  
  Other 41   41  
   
 
 
  Other impaired loans 50,754   83,156  
  Allowance for loan losses (17,567)   (27,837)  
   
     
  Other impaired loans, net 33,187   55,319  
   
 
 
  Other impaired loans:        
  With a valuation allowance 50,754   83,087  
  Without a valuation allowance   69  
   
 
 
  Other impaired loans 50,754   83,156  
   
 
 
 



 

During the year ended March 31, 2003, interest income of Rs. 2,358 million (2002:Rs. 3,257 million, 2001: Rs. 1,989 million) was recognized on impaired loans on a cash basis. Gross impaired loans (including restructured loans) averaged Rs. 188,195 million during the year ended March 31, 2003 (2002: Rs. 115,543 million).

Concentration of credit risk

Concentration of credit risk exists when changes in economic, industry or geographic factors similarly affect groups of counterparties whose aggregate credit exposure is material in relation to Company’s total credit exposure. The Company’s portfolio of financial instruments is broadly diversified along industry, product and geographic lines within India.

F75






     
  notes to the consolidated financial statements
  Continued
   
11. Allowance for loan losses

Changes in the allowance for loan losses

Movements in the allowance for loan losses are set out below:

        (Rs. in millions)  
 

 
    As of March 31,  
   




 
    2001   2002   2003  
               
  Allowance for loan losses at the beginning of the year 34,085   33,035   36,647  
  Effect of reverse acquisition on allowance for loan losses     1,297  
  Effect of de-consolidation of subsidiary on allowance for loan losses (747)      
  Provisions for loan losses, net of releases of provisions as a            
     result of cash collections 9,892   9,743   19,649  
   
 
 
 
    43,230   42,778   57,593  
  Loans charged-off (10,195)   (6,131)   (3,374)  
   
 
 
 
  Allowance for loan losses at the end of the year 33,035   36,647   54,219  
   
 
 
 
 





 
               
12. Securitization activity            

The Company primarily securitizes commercial loans through ‘pass-through’ securitizations. After the securitization, the Company generally continues to maintain customer account relationships and services loans transferred to the securitization trust. Generally, the securitizations are with or without recourse and the Company does not provide any credit enhancement. In a few cases, the Company may enter into derivative transactions such as written put options and interest rate swaps with the transferees. Generally, the Company does not retain any beneficial interests in the assets sold.

During the year ended March 31, 2003, the Company securitized loans and credit substitutes with a carrying value of Rs. 51,780 million (2002: Rs. 40,851 million), which resulted in gains of Rs. 2,070 million (2002: Rs. 1,079 million, 2001: Rs. 434 million). The gains are reported as a component of gain on sale of loans and credit substitutes.

Transfers that do not meet the criteria for a sale under SFAS No. 140, are recorded as secured borrowings with a pledge of collateral. As of March 31, 2003, the Company recorded secured borrowings of Nil (2002: Rs. 5,787 million) that arise on securitization transaction involving trusts that are not considered as qualifying special purpose entities under the guidance provided by SFAS No. 140. Such secured borrowings are reported as a component of other borrowings.

As discussed above, the Company has written put options, which require the Company to purchase, upon request of the holders, securities issued in certain securitization transactions. The put options seek to provide liquidity to holders of such instruments. If exercised, the Company will be obligated to purchase the securities at the predetermined exercise price.

As of March 31, 2003, the Company sold loans and credit substitutes with an aggregate put option exercise price of Rs. 24,404 million (2002: Rs. 13,108 million). Subsequent to their initial issuance, such options are recorded at fair values with changes reported in the statement of operations.

13. Derivative instruments and hedging activities

The Company manages its exposures to market rate movements by modifying its mix of assets and liabilities, either directly or through the use of derivative financial products including interest rate swaps, cross currency swaps, equity index futures, equity index options and forward exchange contracts.

All such freestanding derivatives, whether held for trading or non-trading purposes, are carried at their fair value as either assets or liabilities and related gains and losses are included in other non-interest income. The Company has not identified any significant derivative features embedded in other contracts that are not clearly and closely related to the host contract and meet the definition of a derivative.

Fair values for derivatives are based on quoted market prices, which take into account current market and contractual prices of the underlying instrument as well as time value underlying the positions.

F76






     
  notes to the consolidated financial statements
    Continued 

All the designated hedges entered into by the Company qualify as fair value hedges under SFAS No.133. There are no cash flow hedges or hedges of net investments in foreign operations. For fair value hedges, changes in the fair value of the hedged asset or liability due to the risk being hedged are recognized in the statement of operations along with changes in the fair value of the derivative. The Company assesses the effectiveness of the hedge instrument at inception and continually on a quarterly basis. The ineffectiveness, to the extent to which offsetting gains or loss are not achieved, is recorded through the statement of operations.

The table below summarizes certain information relating to the Company’s hedging activities:

    (Rs. in millions)  
 

 
    As of March 31,  
   


 
           
    2002   2003  
  Fair value hedges 1,161   1,836  
  Hedge ineffectiveness recognized in earnings 77   128  
 



 
           
14. Property and equipment        

A listing of property and equipment by asset category is set out below:

    (Rs. in millions)  
 

 
    As of March 31,  
   


 
    2002   2003  
           
  Land 1,336   1,535  
  Buildings 7,208   11,194  
  Equipment and furniture 5,304   4,068  
  Capital work-in-progress 469   1,077  
  Others 423   8,593  
   
 
 
  Gross value of property and equipment 14,740   26,467  
  Accumulated depreciation (2,163)   (5,252)  
   
 
 
  Property and equipment, net 12,577   21,215  
   
 
 
 



 

As of March 31, 2003, land and buildings include certain assets of Rs. 622 million (2002:Rs. 397 million), which have not yet been registered in the Company’s name pending regulatory transfer approvals.

15. Assets held for sale

As of March 31, 2003, assets held for sale represent certain assets of Rs. 2,306 million (2002:Rs. 2,029 million) acquired through foreclosure of loans.

16. Goodwill and intangible assets, net

A listing of goodwill and intangible assets by category is set out below:

    (Rs. in millions)  
 

 
    As of March 31,  
   


 
    2002   2003  
           
  Goodwill 2,304   4,841  
  Accumulated amortization (54)   (54)  
   
 
 
  Goodwill, net 2,250   4,787  
  Customer-related intangibles   5,635  
  Accumulated amortization   (590)  
   
 
 
  Customer related intangibles, net     5,045  
  Other intangibles   76  
  Accumulated amortization   (3)  
   
 
 
  Other intangibles, net   73  
   
 
 
  Goodwill and intangible assets, net 2,250   9,905  
   
 
 
 



 
           
        F77  





     
  notes to the consolidated financial statements
  Continued

The following table presents the changes in goodwill during the year ended March 31, 2003.

  (Rs. in millions)  
 

 
       
  Balance as of March 31, 2002 2,250  
  Goodwill relating to acquisitions consummated during the period 1,454  
  Equity method goodwill reclassified on reverse acquisition of acquiree 1,083  
   
 
  Balance as of March 31, 2003 4,787  
   
 
 

 

No goodwill impairment loss has been recorded during the year ended March 31, 2002 and March 31, 2003. Goodwill as of March 31, 2003 has been allocated to the following segments:

  (Rs. in millions)  
 

 
       
  Segment    
  Commercial Banking 2,275  
  ICICI Infotech 1,895  
  ICICI OneSource 617  
   
 
  Total 4,787  
   
 
 

 
       
  Amortization of intangible assets    

The estimated amortization schedule for intangible assets, on a straight line basis, for the next five years is set out below:

  (Rs. in millions)  
 

 
  Year ended March 31,    
 
   
  2004 630  
  2005 617  
  2006 574  
  2007 562  
  2008 562  
   
 
  Total 2,945  
   
 
 

 
       
17. Other assets    
       
  Other assets consist of the following:    
    (Rs. in millions)  
 

 
    As of March 31,  
   


 
    2002   2003  
           
  Debtors 1,398   4,748  
  Staff advances 948   2,273  
  Advance taxes 16,566   28,273  
  Security deposits 1,004   2,789  
  Advance for purchases of securities 3,339   15,415  
  Prepaid expenses 164   522  
  Derivatives 896    
  Recoverable from Indian Government(1) 1,111    
  Others(2) 1,935   4,926  
   
 
 
  Total 27,361   58,946  
   
 
 
 



 
           
  (1) Recoverable from Indian Government represents foreign exchange fluctuations on specific foreign currency long-term debt, guaranteed by and recoverable from the Indian Government.  
  (2) Others include loans held for sale of Rs. 1,387 million (2002: Nil).  

F78






     
  notes to the consolidated financial statements
    Continued 

18. Deposits

Deposits include demand deposits, which are non-interest-bearing, and savings and time deposits, which are interest bearing. A listing of deposits is set out below:

    (Rs. in millions)  
 

 
    As of March 31,  
   


 
    2002   2003  
  Interest bearing        
  Savings deposits   37,932  
  Time deposits 7,380   418,119  
   
 
 
    7,380   456,051  
   
 
 
  Non-interest bearing        
  Demand deposits   35,239  
   
 
 
  Total 7,380   491,290  
   
 
 
 



 

Contractual maturities of deposits as of March 31, 2003 are set out below:

  (Rs. in millions)  
 

 
  Deposits maturing during the year ending March 31,    
       
  2004 334,351  
  2005 37,410  
  2006 25,055  
  2007 6,697  
  2008 6,798  
  Thereafter 7,808  
   
 
  Total deposits 418,119  
   
 
 

 

As of March 31, 2003, the aggregate of deposits with individual balances greater than Rs. 5 million was Rs. 267,297 million (2002: Rs. 1,922 million).

19. Short-term borrowings
   
  Short-term borrowings represent non-trading borrowings with an original maturity of one year or less.
   
20. Long-term debt and redeemable preferred stock

Long-term debt

Long-term debt represents debt with an original maturity of greater than one year. Maturity distribution is based on contractual maturities or earlier dates at which the debt is callable at the option of the holder. A significant portion of the long-term debt bears a fixed rate of interest. Interest rates on floating-rate debt are generally linked to the London Inter-Bank Offer Rate or similar money market rates. The segregation between fixed-rate and floating-rate obligations is based on the contractual terms.

F79






     
  notes to the consolidated financial statements
  Continued

A listing of long-term debt as of March 31, 2003, by maturity and interest rate profile is set out below:

        (Rs. in millions)  
 





 
    Fixed-rate   Floating-rate      
    obligations   obligations   Total  
   
 
 
 
  Long-term debt maturing during the year ending March 31,            
  2004 77,994   8,269   86,263  
  2005 67,022   2,977   69,999  
  2006 85,660   6,200   91,860  
  2007 20,190   5,143   25,333  
  2008 26,136   1,907   28,043  
  Thereafter 88,020   13,126   101,146  
   
 
 
 
  Total 365,022   37,622   402,644  
  Less: Unamortized debt issue cost         1,832  
           
 
  Total         400,812  
           
 
 





 

All long-term debt is unsecured. Debt aggregating Rs. 35,151 million 2002:Rs. 40,439 million) is guaranteed by the Government of India (GOI).

Long-term debt is denominated in various currencies. As of March 31, 2003, long-term debt comprises Indian rupee debt of Rs. 350,633 million (2002: Rs. 438,529 million) and foreign currency debt of Rs. 50,179 million (2002: Rs. 72,894 million).

Indian Rupee debt

A listing of major category of Indian Rupee debt is set out below:

                            (Rs. in millions)  
    As of March 31,  
   
 
    2002   2003  
   
 
 
  Category     Weighted               Weighted          
        average       Average       average       Average  
        interest       Residual       interest       Residual  
    Amount   rate   Range   maturity   Amount   rate   Range   maturity  
   
 
 
  Bonds issued to                                
      institutional/individual                                
      investors(1) 413,388   11.9%   8.4-16.5%   3.4 years   309,488   11.71%   7-16.40%   3.26 years  
  Bonds eligible for statutory                                
     reserve requirements(2) 18,240   11.3%   7.8-12%   6.8 years   14,815   11.87%   11.50-12%   7.22 years  
  Borrowings from GOI(3) 6,936   10.3%   11-16%   4.9 years   6,137   10.13%   11-13%   4.44 years  
  Refinance from financial                                
     institutions                 20,193   7.35%   6.5-17%   3.64 years  
   
 
     
 
 
     
 
  Total 438,564   11.9%       3.5 years   350,633   11.28%       3.46 years  
   
 
     
 
 
     
 
 
 
                                   
  (1) Includes application money received on bonds outstanding at the end of the year.
     
  (2) Banks in India are required to mandatorily maintain a specified percentage of certain liabilities as cash or in approved securities. These bonds issued by the Company are approved securities under the rules.
     
  (3) Includes interest-free borrowing from the GOI aggregating Rs. 296 million (2002: Rs. 255 million). The borrowing was initially recorded at its fair value of Rs. 100 million based on the prevailing interest rate of 16% for borrowings of a similar term and risk. Interest is being imputed for each reporting period using this rate.

F80






     
  notes to the consolidated financial statements
    Continued 

Foreign currency debt

A listing of major category of foreign currency debt is set out below:

                            (Rs. in millions)  
 

 
    As of March 31,  
   
 
    2002   2003  
   
 
 
  Category     Weighted               Weighted          
        average       Average       average       Average  
        interest       Residual       interest       Residual  
    Amount   rate   Range   maturity   Amount   rate   Range   maturity  
   
 
 
  Borrowings from                                
      international                                
      development                                
      agencies (1) (2) (3) 25,224   3.0%   0-6.8%   13.6 years   25,417   4.14%   0-8.5%   9.50 years  
  Other borrowings from                                
      international markets 47,670   3.8%   2-9.1%   2.1 years   24,762   3.37%   0-9.15%   2.52 years  
   
 
     
 
 
     
 
  Total 72,894   3.5%       6.08 years   50,179   3.69%       6.05 years  
   
 
     
 
 
     
 
 
 
(1) These borrowings have been raised under specific lines of credit from international development agencies. The borrowings have lender-imposed restrictions that limit the use of the funds for specified purposes, which include lending to specified sectors.
   
(2) As of March 31, 2003, under these lines of credit, the Company has an unutilized option to borrow Rs. 6,265 million (2002:Rs. 5,349 million) as per an agreed schedule over a period of 5 years at various interest rates.
   
(3) Exchange rate fluctuations on certain borrowings are guaranteed by the GOI.

Redeemable preferred stock

The Company issued preferred stock with a face value of Rs. 3,500 million during the year ended March 31, 1998 under the scheme of business combination with ITC Classic Finance Limited. This preferred stock bears a dividend yield of 0.001% and is redeemable at face value after 20 years. The preferred stock was initially recorded at its fair value of Rs. 466 million. Subsequently, interest is being imputed for each reporting period. The imputed interest rate of 10.6% was determined based on the then prevailing interest rate for securities of similar maturity. The carrying amount of this redeemable preferred stock as of March 31, 2003 is Rs. 853 million (2002: Rs. 772 million).

Banks in India are not allowed to issue preferred stock. However, the Company has been currently exempted from the restriction, which prohibits issue of preference shares by banks.

21. Other liabilities

Interest accrued

Other liabilities as of March 31, 2003, include Rs. 16,276 million (2002: Rs. 21,435 million) of interest accrued but not due on interest bearing liabilities.

Borrowings from Kreditanstalt fur Wiederaufbau

The Company has been borrowings from Kreditanstalt fur Wiederaufbau (KfW), an international development agency, under specific lines of credit. The terms of the borrowings provide for limitations on usage, whereby funds can be used only for specified purposes. The borrowings are guaranteed by the GOI.

With respect to certain borrowings, the terms of the borrowing agreement provide that a portion of the interest payable on the borrowing shall be paid to the GOI instead of the lender. KfW and the GOI have entered into an agreement whereby the interest paid to the GOI is repaid to the Company either in the form of a grant or a loan. While the loan is repayable as per a specified schedule, the grants do not have a repayment schedule. The interest amounts received from the GOI bear limitations on usage and are required to be advanced as loans/contributions for specified purposes. Similarly, with respect to certain other borrowings from KfW, the terms of the borrowing agreement provide that a portion of the interest payable on the borrowings shall be retained by the Company and used to be advanced as loans/contributions for specified purposes.

F81






     
  notes to the consolidated financial statements
  Continued

The Company periodically advances loans/contributions for specified purposes out of these funds and reports such utilizations to the GOI/KfW. However, no time schedule has been specified for the usage of the funds. In the event that the funds are not utilized for specified purposes, the GOI/KfW have the right to require repayment of the grant/ retained interest. Additionally, KfW can modify the scope of the specified purposes. The Company retains the income derived from the loans made out of the funds. Similarly, it bears the risks of default on the loans.

The interest repaid by the GOI in the form of grants and the interest retained under the agreement with KfW do not represent contributions as they specify donor-imposed conditions, the breach of which, would enable the donor to demand repayment of the grants/retained interest. Accordingly, the grants/retained interest have been reported as liabilities.

Other liabilities as of March 31, 2003, include grants of Rs. 2,052 million (2002:Rs. 2,689 million) and retained interest of Rs. 496 million (2002: Rs. 439 million).

22. Common stock

The Company presently has only one class of common stock. In the event of liquidation of the affairs of the Company, all preferential amounts, if any, shall be discharged by the Company. The remaining assets of the Company, after such discharge, shall be distributed to the holders of common stock in proportion to the common stock held by shareholders.

The Company has issued American Depository Shares (ADS) representing underlying common stock. The common stock represented by the ADS is similar to other common stock, except for voting rights. While every holder of common stock, as reflected in the records of the Company, has one vote in respect of each share held, the ADS holders have no voting rights due to a condition contained in the approval of the offering from the Ministry of Finance of India. Under the depository agreement, the depository of the ADS will vote as directed by the Board of Directors of the Company.

As discussed in Note 3, the Company consummated the reverse acquisition with the acquiree effective April 1, 2002, whereby shareholders of the Company were issued common shares of the acquiree in the ratio of 1:2. The effect of the reverse acquisition on the capital structure (including outstanding stock options) of the Company has been retroactively adjusted in the financial statements. On consummation of the reverse acquisition, adjustments were made to the value of the common stock and the additional paid in capital.

23. Retained earnings and dividends

Retained earnings at March 31, 2003 computed as per generally accepted accounting principles of India include profits aggregating to Rs. 5,514 million which are not distributable as dividends under the Banking Regulation Act, 1949. These relate to requirements regarding earmarking a part of the profits under banking laws in India. Utilization of these balances is subject to approval of the Board of Directors and needs to be reported to Reserve Bank of India. Statutes governing the operations of the Company mandate that dividends be declared out of distributable profits only after the transfer of at least 25% of net income each year, computed in accordance with current banking regulations, to a statutory reserve. Additionally, the remittance of dividends outside India is governed by Indian statutes on foreign exchange transactions.

Retained earnings as of March 31, 2002, include profits aggregating to Rs. 12,153 million (2001: Rs. 11,875 million), which are not distributable as dividends under Indian company law. These relate to profits on redemption of preferred stock and requirements regarding earmarking a part of profits under banking laws.

Retained earnings as of March 31, 2003, include reserves of Rs. 10,940 million (2002:Rs. 10,866 million) earmarked under Indian tax laws to avail tax benefits and which are not distributable as dividends. Any transfer of balances from such earmarked reserves would result in withdrawal of the tax exemption on the transferred amounts.

F82






     
  notes to the consolidated financial statements
    Continued 
   
24. Earnings per share

A computation of the earnings per share is set out below:

    (Rs. in millions, except earnings per share data)  
 
 
    Year ended March 31,  
   
 
    2001   2002   2003  
   
 
 
 
        Fully       Fully       Fully  
    Basic   Diluted   Basic   diluted   Basic   diluted  
   
 
 
 
  Earnings                        
  Net income before extraordinary items and                        
     cumulative effect of accounting change                        
     (before dilutive impact) 6,630   6,630   282   282   (7,983)   (7,983)  
  Contingent issuances of subsidiaries/affiliates   (25)          
   
 
 
 
 
 
 
  Net income before cumulative effect of accounting                        
     change (adjusted for full dilution) 6,630   6,605   282   282   (7,983)   (7,983)  
  Cumulative effect of accounting change, net of tax       1,265   1,265      
   
 
 
 
 
 
 
  Net income available to common stockholders                        
     (adjusted for full dilution) 6,630   6,605   1,547   1,547   (7,983)   (7,983)  
   
 
 
 
 
 
 
  Common stock                        
  Weighted-average common stock outstanding 393   393   393   393   563   563  
  Dilutive effect of convertible debt instruments            
  Dilutive effect of employee stock options            
   
 
 
 
 
 
 
  Total 393   393   393   393   563   563  
   
 
 
 
 
 
 
  Earnings per share                        
  Net income before extraordinary items and cumulative                        
     effect of accounting change 16.88   16.81   0.72   0.72   (14.18)   (14.18)  
  Cumulative effect of accounting change     3.22   3.22      
   
 
 
 
 
 
 
  Net income 16.88   16.81   3.94   3.94   (14.18)   (14.18)  
   
 
 
 
 
 
 
 
 

Options to purchase 7,015,800 equity shares and 12,610,975 equity shares granted to employees at a weighted average exercise price of Rs. 81.30.and Rs. 171.10 were outstanding during the year ended March 31, 2002 and 2003, respectively, but were not included in the computation of diluted earnings per share because the exercise price of the options was greater than the average market price of the equity shares during the period. During the year ended March 31, 2003, the Company has reported a net loss and accordingly all outstanding options are anti-dilutive.

25. Segmental disclosures and related information

Segmental disclosures

SFAS.No. 131, Disclosure about Segments of an Enterprise and Related Information, establishes standards for the reporting of information about operating segments. Operating segments are defined as components of an enterprise for which separate financial information is available that is regularly evaluated by the Chief Operating Decision Maker (CODM) in deciding how to allocate resources and in assessing performance. As discussed in Note 3, the Company consummated the reverse acquisition with the acquiree effective April 1, 2002. Subsequent to the reverse acquisition, the Company changed the structure of its internal organisation, which changed the composition of its operating segments. The Company’s operations have been classified into the following segments: Commercial Banking segment, Investment Banking segment and Others. Segment data for previous periods have been reclassified on a comparable basis.

The Commercial Banking segment provides medium-term and long-term project and infrastructure financing, securitization, factoring, lease financing, working capital finance and foreign exchange services to clients. Further, it provides deposit and loan products to retail customers. The Investment Banking segment deals in the debt, equity and money markets and provides corporate advisory products such as mergers and acquisition advice, loan syndication advice and issue management services.

F83






     
  notes to the consolidated financial statements
  Continued

Others consist of various operating segments that do not meet the requirements to be reported as on individual reportable segment as defined in SFAS No. 131.

The CODM evaluates the Company’s performance and allocates resources based on performance indicators (components of profit and loss) of each of the segments. Further, the CODM specifically reviews assets of the personal financial services division, which is a part of commercial banking segment.

The profit and loss of reportable segments is set out below:

                    (Rs. in millions)  
 
 
    Commercial Banking   Investment Banking  
   
 
 
    Year ended March 31,   Year ended March 31,  
   
 
 
    2001   2002   2003   2001   2002   2003  
  Income from external customers                        
  Interest income 85,169   91,445   76,498   7,328   8,239   21,595  
  Non - interest income 8,401   9,747   4,771   1,824   1,826   6,792  
  Income from other operating segments                        
  Interest income 1,413   3,796   8,533   8,823   11,007   189  
  Non - interest income 658   1,040   384   236   219   251  
   
 
 
 
 
 
 
  Total income 95,641   106,028   90,186   18,211   21,291   28,827  
  Interest expense 72,111   81,867   69,462   14,327   17,454   23,916  
  Depreciation 948   1,244   2,008   67   89   231  
  Provision for loan losses 10,962   11,458   19,645   13   8   4  
  Other expenses 6,731   10,321   10,343   1,240   1,781   2,921  
   
 
 
 
 
 
 
  Income/(loss) before taxes 4,889   1,138   (11,272)   2,564   1,959   1,755  
  Income tax (expense)/benefit (347)   (728)   3,420   24   (659)   (529)  
  Cumulative effect of accounting changes, net of tax   1,281          
   
 
 
 
 
 
 
  Net income/(loss) 4,542   1,691   (7,852)   2,588   1,300   1,226  
   
 
 
 
 
 
 

A listing of certain assets of reportable segments is set out below:

                                (Rs. in millions)  
 
 
    Commercial   Investment           Eliminations          
    Banking   Banking   Others   of the acquiree   Total  
   
 
 
 
 
 
  As of March 31, 2002   2003   2002   2003   2002   2003   2002   2003   2002   2003  
  Property and                                        
     equipment 13,157   16,048   2,152   2,754   2,099   2,413   (4,831)     12,577   21,215  
  Investment in                                        
     equity affiliates 15       252   1,867   2,363       1,882   2,615  
 
 

Inter segment transactions are generally based on transfer pricing measures as determined by management. Income, expenses, assets and liabilities are either specifically identifiable with individual segments or have been allocated to segments on a systematic basis. Corporate overheads and assets have also been allocated to segments on a systematic basis.

F84






     
  notes to the consolidated financial statements
    Continued 

A reconciliation between the segment income and consolidated totals of the Company is set out below:

                                (Rs. in millions)  
 
 
    Total   Income/(loss) before taxes   Net income/  
    income   and accounting changes   (loss)  
   
 
 
 
    Year ended March 31,   Year ended March 31,   Year ended March 31,  
   
 
 
 
    2001   2002   2003   2001   2002   2003   2001   2002   2003  
  Commercial banking 95,641   106,028   90,186   4,889   1,138   (11,272)   4,542   1,691   (7,852)  
  Investment banking 18,211   21,291   28,827   2,564   1,959   1,755   2,588   1,300   1,226  
  Others 1,659   2,789   2,874   116   (549)   (1,527)   (7)   (343)   (1,357)  
  Eliminations of the                                    
  acquiree (15,219)   (29,308)     (750)   (2,015)     (493)   (1,101)      
  Other reconciling                                    
  adjustments (10,945)   (13,785)   (10,531)                
   
 
 
 
 
 
 
 
 
 
  Consolidated total 89,347   87,015   111,681   6,819   533   (11,044)   6,630   1,547   (7,983)  
   
 
 
 
 
 
 
 
 
 
 
 
     
  A reconciliation between the segments and consolidated total assets of the Company is set out below:  
                                (Rs. in millions)  
 
 
                                As of March 31,  
                               
 
                                2002   2003  
  Commercial Banking(1)                             858,039   767,343  
  Investment Banking                             268,726   398,574  
  Others                             7,418   9,850  
                               
 
 
  Total segment assets                             1,134,183   1,175,767  
  Unallocable assets                             15,397   16,826  
  Eliminations                             (406,218)   (12,330)  
                               
 
 
  Consolidated total assets                           743,362   1,180,263  
                               
 
 
 
 
  (1) Commercial banking includes retail assets of Personal financial services division of Rs. 172,208 million (March 2002: Rs. 75,072 million), which are reviewed separately by the CODM.

Geographic distribution

The business operations of the Company are largely concentrated in India. Activities outside India are restricted to resource mobilization in the international markets and operations of certain software development and services subsidiaries in the United States.

Major customers

The Company provides banking and financial services to a wide base of customers. There is no major customer, which contributes more than 10% of total income.

26. Employee benefits

Gratuity

In accordance with Indian regulations, the Company provides for gratuity, a defined benefit retirement plan covering all employees. The plan provides a lump sum payment to vested employees at retirement or termination of employment based on the respective employee’s salary and the years of employment with the Company. The gratuity benefit provided by the Company to its employees is equal to or greater than the statutory minimum.

In respect of the parent company, the gratuity benefit is provided to the employee either through a fund administered by a Board of Trustees and managed by Life Insurance Corporation of India (LIC) or through a fund administered and

F85






     
  notes to the consolidated financial statements
  Continued

managed by a Board of Trustees. The Company is responsible for settling the gratuity obligation through contributions to the fund. The plan is fully funded.

In respect of the remaining entities within the group, the gratuity benefit is provided through annual contributions to a fund administered and managed by the LIC. Under this scheme, the settlement obligation remains with the Company, although the LIC administers the scheme and determines the contribution premium required to be paid by the Company.

The following table sets forth the funded status of the plans and the amounts recognized in the financial statements:

    (Rs. in millions)  
 

 
    As of March 31,  
   
 
    2002   2003  
  Change in benefit obligations        
  Projected benefit obligations at beginning of the year 207   263  
  Divestitures        
  Obligations assumed on acquisition   393  
  Service cost 29   69  
  Interest cost 25   64  
  Expected benefits payments (14)   (18)  
  Unrecognized prior service cost   59  
  Actuarial (gain)/loss on obligations 17   63  
   
 
 
  Projected benefit obligations at the end of the year 264   893  
   
 
 
  Change in plan assets        
  Fair value of plan assets at beginning of the year 213   248  
  Fair value of plan assets acquired on acquisition   402  
  Expected return on plan assets 26   70  
  Employer contributions 29   163  
  Actual benefits paid (16)   (32)  
  Actuarial (gain)/loss (5)   22  
   
 
 
  Plan assets at the end of the year 247   873  
   
 
 
  Funded status (17)   (20)  
  Unrecognized actuarial loss 86   136  
  Unrecognized transitional obligation (19)   (17)  
  Unrecognized prior service cost 9    
   
 
 
  Net prepaid gratuity cost 59   99  
   
 
 
 

 

The components of the net gratuity cost are set out below:

        (Rs. in millions)  
 

 
    Year ended March 31,  
   
 
    2001   2002   2003  
  Service cost 12   29   69  
  Interest cost 16   25   64  
  Expected return on assets (16)   (29)   (70)  
  Amortization of transition asset/liability (1)   (1)   1  
  Amortization of prior service cost 1   1   1  
  Actuarial (gain)/loss   2   2  
   
 
 
 
  Net gratuity cost 12   27   67  
   
 
 
 
 

 

F86






     
  notes to the consolidated financial statements
    Continued 

The actuarial assumptions used in accounting for the gratuity plan are given below:

 

 
    As of March 31,  
   
 
    2002   2003  
  Discount rate 10%   8%  
  Rate of increase in the compensation levels 9%   7%  
  Rate of return on plan assets 9.5%   7.5%  
 

 

As of March 31, 2003, of the total plan assets, Rs. 46 million (2002: Rs. 3 million) has been invested in debt securities of the Company.

Pension

The Company provides for pension, a deferred retirement plan covering certain employees. The plan provides for a pension payment on a monthly basis to these employees on their retirement based on the respective employee’s salary and years of employment with the Company. Employees covered by the pension plan are not eligible for benefits under the provident fund plan, a defined contribution plan. The pension plan is the continuation of the acquiree’s plan and hence there are no comparatives for the current year.

The pension plan is funded through periodic contributions to a fund set-up by the Company and administrated by a Board of Trustees. Such contributions are actuarially determined.

The following table sets forth the funded status of the plan and the amounts recognized in the financial statements.

    (Rs. in millions)  
 

 
    As of March 31, 2003  
   
 
  Change in benefit obligations    
  Projected benefit obligations at beginning of the year 913  
  Service cost 22  
  Interest cost 89  
  Expected benefits payments (42)  
  Actuarial (gain)/loss on obligations (129)  
   
 
  Projected benefit obligations at the end of the year. 853  
   
 
  Change in plan assets    
  Fair value of plan assets at beginning of the year 914  
  Expected return on plan assets 86  
  Employer contributions 16  
  (Gain)/loss on plan assets 166  
  Benefits paid (26)  
   
 
  Plan assets at the end of the year 1,156  
   
 
  Net prepaid benefit 303  
   
 
 

 

The components of the net pension cost are set out below:

    (Rs. in millions)  
 

 
    Year ended March 31, 2003  
   
 
  Service cost 22  
  Interest cost 89  
  Expected return on assets (86)  
  Actuarial (gain)/loss  
   
 
  Net pension cost 25  
   
 
 

 

F87






     
  notes to the consolidated financial statements
  Continued

The assumptions used in accounting for the pension plan are given below:

    (Rs. in millions)  
 

 
    As of March 31, 2003  
   
 
       
  Discount rate 8%  
  Rate of increase in the compensation levels 7%  
  Rate of return on plan assets 7.5%  
 

 

Superannuation

The permanent employees of the Company are entitled to receive retirement benefits under the superannuation scheme operated by the Company. Superannuation is a defined contribution plan under which the Company contributes annually a sum equivalent to 15% of the employee’s eligible annual salary to LIC, the manager of the fund, which undertakes to pay the lump sum and annuity payments pursuant to the scheme. The Company contributed Rs. 51 million, Rs. 50 million and Rs. 97 million to the employees superannuation plan for the years ended March 31, 2001, 2002 and 2003 respectively.

Provident fund

In accordance with Indian regulations, employees of the Company (excluding those covered under the pension scheme) are entitled to receive benefits under the provident fund, a defined contribution plan, in which, both the employee and the Company contribute monthly at a determined rate. These contributions are made to a fund set up by the Company and administered by a Board of Trustees. Further, in the event the return on the fund is lower than 11% (current guaranteed rate of return to the employees), such difference is contributed by the Company and charged to income. The contribution to the employees provident fund amounted to Rs. 55 million, Rs. 89 million and Rs. 106 million in years ended March 31, 2001, 2002 and 2003 respectively.

27. Employee Stock Option Plan

In August 1999, the Company approved an Employee Stock Option Plan (ICICI Plan). Under the ICICI Plan, the Company is authorized to issue up to 39.27 million equity shares to eligible employees. Eligible employees are granted an option to purchase shares subject to vesting. The options vest in a graded manner over 3 years with 20%, 30% and 50% of the options vesting at the end of each year. The options can be exercised within 10 years from the date of the grant.

Compensation expense under the ICICI Plan for the year ended March 31, 2003 is Rs. 7 million (2002: Rs. 26 million, 2001: Rs. 37 million).

As a result of the reverse acquisition, all outstanding options of the Company were exchanged for options of the acquiree in the ratio of 1:2 with an adjustment to the exercise price in the same ratio. This transaction is similar to an equity restructuring. In accordance with FIN 44, Accounting for Certain Transactions involving Stock Compensation, the above transaction had no accounting consequence.

Under the terms of the reverse acquisition, the Company assumed the employee options outstanding under the acquiree’s option plan. As the intrinsic value of all the assumed options was negative on the date of consummation, no amount has been allocated to deferred compensation under FIN 44.

Stock option activity

Stock option activity under the above stock option plans is set out below:

                (Rs. in millions)  
 

 
    Year ended March 31, 2001  
    ICICI Bank Limited  
   






 
    Option shares   Range of exercise   Weighted average   Weighted average  
    outstanding   prices and grant   exercise price and   remaining contractual  
        date fair values   grant date fair values   life (months)  
   






 
  Outstanding at the beginning of the                
      year 1,161,875   171.0   171.0   112  
  Granted during the year 1,461,250   266.8   266.8   108  
  Forfeited during the year (60,200)   171.0   171.0    
  Exercised during the year (16,250)   171.0   171.0    
   
 
 
 
 
  Outstanding at the end of the year 2,546,675   171.0-266.8   226.0   109  
   
 
 
 
 
  Exercisable at the end of the year 231,175   171.0   171.0    
 
 

F88






     
  notes to the consolidated financial statements
    Continued 

                (Rs. in millions)  
 
 
    Year ended March 31, 2002  
    ICICI Bank Limited  
   






 
    Option shares   Range of exercise   Weighted average   Weighted average  
    outstanding   prices and grant   exercise price and   remaining contractual  
        date fair values   grant date fair values   life (months)  
   






 
  Outstanding at the beginning of                
      the year 2,546,675   171.0-266.8   226.0   109  
  Granted during the year 4,887,500   105.0-164.0   134.4   116  
  Forfeited during the year (417,675)   164.0-266.8   218.4    
  Exercised during the year (700)   171.0   171.0    
   
 
 
 
 
  Outstanding at the end of the                
      year 7,015,800   105.0-266.8   162.6   114  
   
 
 
 
 
  Exercisable at the end of the                
      year 74,300   171.0-266.8   205.6    
 
 
     
                (Rs. in millions)  
 

 
    Year ended March 31, 2003  
    ICICI Bank Limited  
   






 
    Option shares   Range of exercise   Weighted average   Weighted average  
    outstanding   prices and grant   exercise price and   remaining contractual  
        date fair values   grant date fair values   life (months)  
   






 
  Outstanding at the beginning of                
      the year 7,015,800   105.0-266.8   162.6   114  
  Acquisitions 6,327,825   120.4-171.9   146.0   110  
  Forfeited during the year (730,350)   120.4-266.8   154.6      
  Exercised during the year (3,000)   105.0   105.0      
   
 
 
 
 
  Outstanding at the end of the                
      year 12,610,275   105.0-266.8   154.7   98  
   
 
 
 
 
  Exercisable at the end of the                
      year 5,222,317   52.5-266.8   169.9    
 








ICICI Infotech

In April 2000, ICICI Infotech approved an Employee Stock Option Plan (Infotech Plan). Under the Infotech Plan, ICICI Infotech is authorized to issue up to 12 million equity shares to its employees and employees of the parent company. Eligible employees are granted an option to purchase shares subject to vesting conditions. The options vest in a graded manner over 3 years with 20%, 30% and 50% of the options vesting at the end of each year. The options can be exercised within 10 years from the date of the grant.

During the years ended March 31, 2001, 2002 and 2003, the Company has not recorded any compensation cost as the exercise price was equal to the fair value of the underlying equity shares on the grant date. As shares of ICICI Infotech are not quoted on exchanges, the fair value represents management’s best estimates considering all available factors.

Stock option activity under the above stock option plan is set out below:

                (Rs. in millions)  
 
 
    Year ended March 31, 2001  
    ICICI Infotech  
   
 
    Option shares   Range of exercise   Weighted average   Weighted average  
    outstanding   prices and grant   exercise price and   remaining contractual  
        date fair values   grant date fair values   life (months)  
   
 
  Outstanding at the beginning of                
      the year        
  Granted during the year 2,344,800   37.5   37.5   108  
  Forfeited during the year (103,400)   37.5      
  Exercised during the year        
   
 
 
 
 
  Outstanding at the end of the                
      year 2,241,400   37.5   37.5   108  
   
 
 
 
 
  Exercisable at the end of the                
      year        
 
 
                   
                F89  





     
  notes to the consolidated financial statements
  Continued

                (Rs. in millions)  
 
 
    Year ended March 31, 2002  
    ICICI Infotech  
   
 
    Option shares   Range of exercise   Weighted average   Weighted average  
    outstanding   prices and grant   exercise price and   remaining contractual  
        date fair values   grant date fair values   life (months)  
   
 
  Outstanding at the beginning of                
      the year 2,241,400   37.5   37.5   108  
  Granted during the year 1,974,800   68.0   68.0   99  
  Forfeited during the year (342,960)   37.5-68.0   42.0    
  Exercised during the year (10,220)   37.5   37.5    
   
 
 
 
 
  Outstanding at the end of the                
      year 3,863,020   37.5-68.0   52.7   104  
   
 
 
 
 
  Exercisable at the end of the                
      year 369,448   37.5   37.5    
 
 
       
                (Rs. in millions)  
 
 
    Year ended March 31, 2003  
    ICICI Infotech  
   
 
    Option shares   Range of exercise   Weighted average   Weighted average  
    outstanding   prices and grant   exercise price and   remaining contractual  
        date fair values   grant date fair values   life (months)  
       
 
 
 
  Outstanding at the beginning of                
      the year 3,863,020   37.5-68.0   52.7   104  
  Granted during the year 783,500   68.0-100.0   97.1   108  
  Forfeited during the year (435,360)   37.5-100.0   59.1    
  Exercised during the year (10,200)   37.5-68.0   55.7    
   
 
 
 
 
  Outstanding at the end of the                
      year 4,200,960   37.5-100.0   60.3   75  
   
 
 
 
 
  Exercisable at the end of the                
      year 1,235,070   37.5-100.0   46.2   87  
 
 

ICICI Venture

In July 2000, ICICI Venture, a consolidated subsidiary, approved an Employee Stock Option Plan (Venture Plan). As of March 31, 2001, 78,900 options with an exercise price of Rs. 835 per share were outstanding. The Company did not record compensation cost, as the exercise price was equal to the fair value of the underlying equity shares on the grant date. During the year ended March 31, 2002, the Venture Plan was discontinued and all the options outstanding were voluntarily forfeited by the employees. The Company does not intend to replace such cancelled options.

ICICI OneSource Limited

In September 2002, ICICI OneSource, a consolidated subsidiary, approved an Employee Stock Options Plan (OneSource plan). Under the OneSource Plan, ICICI OneSource is authorized to issue equity shares up to 10% of the share capital to the employees. Eligible employees are granted an option to purchase shares subject to vesting conditions. The options vest in a graded manner over 4 years with 25% at the end of the first year and 12.5% of the options vesting at the end of each subsequent six month period. The options can be exercised within 10 years from the date of the grant. Stock option activity under the above stock option plan is set out below:

                (Rs. in millions)  
 
 
    Year ended March 31, 2003  
    ICICI OneSource Limited  
   
 
    Option shares   Range of exercise   Weighted average   Weighted average  
    outstanding   prices and grant   exercise price and   remaining contractual  
        date fair values   grant date fair values   life (months)  
   
 
 
 
 
  Outstanding at the beginning of                
      the year        
  Granted during the year 4,250,000   11.3   11.3   113  
  Forfeited during the year (395,000)   11.3   11.3    
  Exercised during the year        
   
 
 
 
 
  Outstanding at the end of the                
      year 3,855,000   11.3   11.3   113  
   
 
 
 
 
  Exercisable at the end of the                
      year        
 
 

F90






     
  notes to the consolidated financial statements
    Continued 

The Company has not recorded any compensation cost, as the exercise price was equal to the fair value of the underlying equity shares on the grant date. As shares of ICICI OneSource Limited are not quoted on exchanges, the fair value represents management’s best estimates considering all available factors.

28. Income taxes

Components of deferred tax balances

The tax effects of temporary differences are reflected through a deferred tax.asset/liability, which is included in the balance sheet of the Company.

The components of the deferred tax balances are set out below:

      (Rs. in millions)  
 
 
    As of March 31,  
   
 
    2002   2003  
  Deferred tax assets        
  Allowance for loan losses 12,263   16,228  
  Available for sale securities 2,141   1,044  
  Investments in trading securities 176   62  
  Unearned income 1,264   693  
  Capital loss carry forward 31   23  
  Business loss carry forward 175   219  
  Deposits   94  
  Other 676   574  
   
 
 
    16,726   18,937  
  Valuation allowance (226)   (524)  
   
 
 
  Total deferred tax asset 16,500   18,413  
   
 
 
  Deferred tax liabilities        
  Property and equipment (9,416)   (9,216)  
  Undistributed earnings of subsidiary and affiliates (875)   (294)  
  Intangibles   (1,857)  
  Investment in trading securities   (39)  
  Long term debt   (666)  
  Available for sale securities   (20)  
  Others (58)   (358)  
   
 
 
  Total deferred tax liability (10,349)   (12,450)  
   
 
 
  Net deferred tax asset 6,151   5,963  
   
 
 
 
 

In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of the deferred tax asset is dependent on the generation of future taxable income during the periods in which the temporary differences become deductible. Management considers the scheduled reversal of the projected future taxable income, and tax planning strategies in making this assessment. Based on the level of historical taxable income and projections for future taxable incomes over the periods in which the deferred tax assets are deductible, management believes that it is more likely than not that the Company will realize the benefits of those deductible differences. The amount of deferred tax assets considered realizable, however could be reduced in the near term if estimates of future taxable income are reduced.

The Company would require taxable income of Rs. 21,266 million in the future periods to be able to fully realize the benefit of net deferred asset recognized in these consolidated financial statements.

F91






     
  notes to the consolidated financial statements
  Continued

The Company had a valuation allowance of Rs. 97 million as at April 1, 2001. The net change in the total valuation allowance for the years ended March 31, 2002 and March 31, 2003 was an increase of Rs. 129 and Rs. 298 million respectively. The majority of the valuation allowance as of March 31, 2002 related to business loss carried forward and capital loss carried forward. As at March 31, 2003, included in the above, the Company has recorded a valuation allowance of Rs. 280 million pertaining to an excess of the amount for financial reporting over the tax basis carried forward pertaining to investment in equity affiliates.

As at March 31, 2003, the Company has business loss carry forward of Rs. 505 million, with expiration dates as follows: March 31, 2009 – Rs. 108 million, March 31, 2010 – Rs. 43 million. Further, business loss carry forward pertaining to the Company’s US subsidiary was Rs. 321 million which expires in 2022 and Australian subsidiary was Rs. 33 million which has no expiration date. The Company’s capital loss carried forward of Rs. 110 million expires in March 31, 2006.

Reconciliation of tax rates

The Indian statutory tax rate is 35% plus a surcharge. During each of the years presented, legislation was enacted in the first few months of the fiscal year that changed the amount of the surcharge for that fiscal year and future years. The surcharge was changed to 13%, 2% and 5% during the years ended March 31, 2001, 2002 and 2003, respectively, and resulted in a total statutory tax rate of 39.55%, 35.70% and 36.75% for the years ended March 31, 2001, 2002 and 2003, respectively.

The following is the reconciliation of expected income taxes at statutory income tax rate to income tax expense/ benefit as reported:

          (Rs. in millions)  
 
 
    Year ended March 31,  
   
 
    2001   2002   2003  
  Income/(loss) before income taxes 6,819   533   (11,044)  
  Statutory tax rate 39.55%   35.70%   36.75%  
  Income tax expense/(benefit) at the statutory tax rate 2,697   190   (4,059)  
  Increases/(reductions) in taxes on account of:            
  Special tax deductions available to financial institutions (542)   (333)   (38)  
  Exempt interest and dividend income (525)   (800)   (558)  
  Income charged at rates other than statutory tax rate (927)   280   916  
  Changes in the statutory tax rate (192)   360   (109)  
  Expenses disallowed for tax purposes 179   109   486  
  Tax on undistributed earnings of subsidiary 227   234   62  
  Change in valuation allowance 97   129   298  
  Tax adjustments in respect of prior year tax assessments   175   (31)  
  Tax adjustment on account of change in tax status of subsidiary     (97)  
  Other (825)   (93)   69  
   
 
 
 
  Income tax expense/(benefit) reported 189   251   (3,061)  
   
 
 
 
 
 

F92






     
  notes to the consolidated financial statements
    Continued 

Components of income tax expense from continuing operations

The components of income tax expense/(benefit) from continuing operations are set out below:

        (Rs. in millions)  
 
 
    Year ended March 31,  
   
 
    2001   2002   2003  
  Current 4,458   3,474   1,287  
  Deferred (4,269)   (3,223)   (4,348)  
   
 
 
 
  Income tax expense/(benefit) reported 189   251   (3,061)  
   
 
 
 
 
 

Only an insignificant amount of the Company’s income/(loss) before income taxes and income tax expense/(benefit) was from outside India.

Allocation of income taxes

The total income tax expense/(benefit) was recorded as follows:

        (Rs. in millions)  
 
 
    Year ended March 31,  
   
 
    2001   2002   2003  
  Income/(loss) from continuing operations 189   251   (3,061)  
  Unrealized gain/(loss) on securities available for sale (481)   890   1,461  
  Additional paid in capital 605     599  
   
 
 
 
  Income tax expense/(benefit) reported 313   1,141   (1,001)  
   
 
 
 
 
 

29. Commitments and contingencies

Loan commitments

The Company has outstanding undrawn commitments to provide loans and financing to customers. These loan commitments aggregated Rs. 48,759 million as of March 31, 2003 (2002: Rs. 68,217 million). The interest rate on these commitments is dependent on the lending rates on the date of the loan disbursement. Further, the commitments have fixed expiration dates and are contingent upon the borrower’s ability to maintain specific credit standards.

Guarantees

As a part of its project financing and commercial banking activities, the Company has issued guarantees to enhance the credit standing of its customers. These generally represent irrevocable assurances that the Company will make payments in the event that the customer fails to fulfill its financial or performance obligations. Financial guarantees are obligations to pay a third party beneficiary where a customer fails to make payment towards a specified financial obligation. Performance guarantees are obligations to pay a third party beneficiary where a customer fails to perform a non-financial contractual obligation. The guarantees are generally for a period not exceeding 10 years.

The credit risk associated with these products, as well as the operating risks, are similar to those relating to other types of financial instruments.

The current carrying amount of the liability for the Company’s obligations under the guarantee amounted to Rs. 346 million (2002: Nil).

F93






     
  notes to the consolidated financial statements
  Continued

  Details of guarantees outstanding are set out below:  
                    (Rs. in millions)  
 
 
  Nature of guarantee Maximum potential amount of future payments under guarantee  
   
 
    Less than 1 year   1-3 years   3-5 years   Over 5 years   Total  
  Financial guarantees 5,755   4,598   118   17,753   28,224  
  Performance guarantees 3,260   2,111   786   10,462   16,619  
   
 
 
 
 
 
  Total 9,015   6,709   904   28,215   44,843  
   
 
 
 
 
 
 
 

Capital commitments

The Company is obligated under a number of capital contracts. Capital contracts are job orders of a capital nature which have been committed. As of the balance sheet date, work had not been completed to this extent. Estimated amounts of contracts remaining to be executed on capital account aggregated Rs. 264 million as of March 31, 2003 (2002: Rs. 756 million).

Tax contingencies

Various tax-related legal proceedings are pending against the Company. Potential liabilities, if any, have been adequately provided for, and the Company does not estimate any incremental liability in respect of these proceedings.

Litigation

Various litigation and claims against the Company and its subsidiaries are in process and pending. Based upon a review of open matters with legal counsel, management believes that the outcome of such matters will not have a material effect upon the Company’s consolidated financial position, results of operations or cashflows.

Operating lease commitments

The Company has commitments under long-term operating leases principally for premises and automated teller machines. The following is a summary of future minimum lease rental commitments as of March 31, 2003, for non-cancelable leases:

  (Rs. in millions)  
 
 
  Lease rental commitments for the year ending March 31,    
  2004 237  
  2005 231  
  2006 223  
  2007 208  
  2008 174  
  Thereafter 320  
   
 
  Total minimum lease commitments 1,393  
   
 
 
 

30. Related party transactions

The Company has transactions with its affiliates and directors/employees. The following represent the significant transactions between the Company and such related parties:

Insurance services

During the year ended March 31, 2003 the Company paid insurance premium to Lombard amounting to Rs. 224 million (2002: Rs. 26 million, 2001: Nil).

Lease of premises and facilities

During the year ended March 31, 2003, the Company received for lease of premises, facilities and other administrative costs from Prulife, Rs. 84 million (2002: Rs. 54 million. 2001: Rs. 22 million), from Pru-ICICI, Rs. 6 million (2002: Rs. 5 million, 2001: Rs. 3 million) and from Lombard, Rs. 82 million (2002: Rs. 50 million, 2001: Nil).

F94






     
  notes to the consolidated financial statements
    Continued 

During the year ended March 31, 2002, the Company received rentals for lease of premises, facilities and other equipment from the acquiree, Rs. 256 million (2001:Rs.193 million). Similarly, during the year ended March 31, 2002, the Company paid rentals to the acquiree for lease of premises, Rs. 11 million (2001: Nil).

Secondment of employees

During the year ended March 31, 2003, the Company received from Prulife for seconded employees, Rs. 3 million (2002: Nil, 2001: Nil) and from Lombard, Rs. 10 million (2002:Rs. 5 million, 2001: Nil).

During the year ended March 31, 2002, the Company received from the acquiree for seconded employees, Rs.55 million (2001: Rs. 4 million) during the year ended March 31, 2002, Similarly, the Company paid to the acquiree for employees seconded to the Company, Rs. 8 million (2001: Rs. 5 million).

Asset management services

During the year ended March 31, 2003, the Company provided asset management services to TCW and earned fees of Rs. 24 million (2002: Rs. 21 million, 2001: Rs. 31 million).

Deposits and borrowings

During the year ended March 31, 2003, the Company paid interest on bonds/deposits/call borrowings to its affiliated companies, Rs. 12 million (2002: Rs. 268 million, 2001:Rs.202 million).

Banking services

The Company utilized banking services of the acquiree. During the year ended March 31, 2002, non-interest expense of the Company relating to such services, amounted to Rs. 32 million (2001: Rs. 72 million).

Derivative transactions

During the year ended March 31, 2002, the Company entered into interest rate swap contracts and cross currency swap contracts with the acquiree aggregating Rs. 10,310 million and Nil (2001: Rs. 3,350 million and Rs. 1,331 million) respectively. Contracts aggregating Rs. 8,760 million and Rs. 2,272 million (2001: Rs. 2,900 million and Rs. 4,352 million) were outstanding as of March 31, 2002, for interest rate swaps and currency swaps respectively. Net interest income in respect of these swaps amounted to Rs. 275 million (2001:Rs. 189 million) during the year ended March 31, 2002.

Similarly, the Company entered into forward foreign exchange contracts with the acquiree aggregating Rs. 22,466 million (2001: Rs. 47,863 million) during the year ended March 31,.2002. Contracts aggregating Rs. 251 million (2001: Rs. 2,262 million) were outstanding as of March 31, 2002.

Reverse repurchase transactions

During the year ended March 31,.2002, the Company has entered into reverse repurchase transactions with the acquiree amounting to Rs. 52,792 million (2001: Nil). As of March 31,.2002, the Company had reverse repurchase transactions outstanding with the acquiree of Rs. 21,399 million (2001: Nil).

Software development services

During the year ended March 31, 2002, the Company provided software development services to Tricolor and Pru-ICICI and earned fees of Rs. 19 million (2001: Rs. 8 million).

During the year ended March 31, 2002, the Company developed software and provided software and hardware support services to the acquiree, and earned fees of Rs. 124 million (2001:Rs. 73 million).

Back-office support services

During the year ended March 31, 2002, the Company set up a common technology infrastructure platform and the acquiree was charged towards communication expenses, backbone infrastructure expenses and data centre costs, Rs. 182 million (2001: Rs. 94 million).

F95






     
  notes to the consolidated financial statements
  Continued

During the year ended March 31, 2002, the Company provided telephone banking call-centre services and transaction processing services for the credit card operations of the acquiree, and earned fees of Rs. 149 million (2001: Rs. 99 million).

Transfer of financial assets

During the year ended March 31, 2002, the Company transferred loans in pass-through securitization transactions, where the beneficial interests were purchased by the acquiree, of Rs. 11,152 million (2001:Rs. 438 million). Gains of Rs. 98 million (2001: Rs. 50 million) was recorded on the sale. Subsequently, due to a change in the status of the qualifying special purpose entity used in the transactions, the Company regained control of the assets sold. As at March 31, 2002, obligations of Rs. 3,526 million (2001: Nil) relating to such repurchases are reflected as a component of the other borrowings.

Share transfer activities

During the year ended March 31, 2002, the Company provided share transfer services and dematerialization services to the acquiree and earned fees of Rs. 3 million (2001:Rs. 8 million).

Other transactions

During the year ended March 31, 2002, the Company undertook a corporate brand advertising campaign, out of which an amount of Rs. 29 million (2001: Rs. 15 million) has been recovered from the acquiree.

Employee loans

The Company has advanced housing, vehicle and general purpose loans to employees, bearing interest ranging from 2.5% to 6%. The tenure of these loans range from 5 years to 25 years. The loans are generally secured by the assets acquired by the employees. Employee loan balances outstanding as of March 31, 2003, of Rs. 2,273 million (2002: Rs. 949 million) are included in other assets.

Related party balances

The following balances payable to/receivable from related parties are included in the balance sheet:

      (Rs. in millions)  
 
 
    As of March 31,  
   
 
    2002   2003  
  Cash and cash equivalents 4,360    
  Loans 209   22  
  Other assets 1,269   2,549  
  Deposits   440  
  Other liabilities 24   3  
 
 

31. Estimated fair value of financial instruments

The Company’s financial instruments include financial assets and liabilities recorded on the balance sheet, as well as off-balance sheet instruments such as foreign exchange and derivative contracts.

Fair value estimates are generally subjective in nature, and are made as of a specific point in time based on the characteristics of the financial instruments and relevant market information. Where available, quoted market prices are used. In other cases, fair values are based on estimates using present value or other valuation techniques. These techniques involve uncertainties and are significantly affected by the assumptions used and judgments made regarding risk characteristics of various financial instruments, discount rates, estimates of future cash flows, future expected loss experience and other factors. Changes in assumptions could significantly affect these estimates and the resulting fair values. Derived fair value estimates cannot necessarily be substantiated by comparison to independent markets and, in many cases, could not be realized in an immediate sale of the instruments.

F96






     
  notes to the consolidated financial statements
    Continued 

Fair value estimates are based on existing financial instruments without attempting to estimate the value of anticipated future business and the value of assets and liabilities that are not considered financial instruments. Disclosure of fair values is not required for certain items such as investment accounted for under the equity method of accounting, obligations for pension and other post-retirement benefits, income tax assets and liabilities, property and equipment, prepaid expenses, core deposit intangibles and the value of customer relationships associated with certain types of consumer loans, particularly the credit card portfolio, and other intangible assets. Accordingly, the aggregate fair value amount presented do not purport to represent, and should not be considered representative of, the underlying market or franchise value of the Company. In addition, because of differences in methodologies and assumptions used to estimate fair values, the Company’s fair values should not be compared to those of other financial institutions.

The following describes the methods and assumptions used by the Company in estimating the fair values of financial instruments:

Cash and cash equivalents

The carrying amounts reported in the balance sheet approximate fair values because maturities are less than three months.

Trading assets and liabilities

Trading account assets and liabilities are carried at fair value in the balance sheet. Values for trading securities are generally based on quoted, or other independent, market prices. Values for interest rate and foreign exchange products are based on quoted, or other independent, market prices, or are estimated using pricing models or discounted cash flows.

Securities

Fair values are based primarily on quoted, or other independent, market prices. For certain debt and equity investments that do not trade on established exchanges, and for which markets do not exist, estimates of fair value are based upon management’s review of the investee’s financial results, condition and prospects.

Loans

The fair values of certain commercial and consumer loans are estimated by discounting the contractual cash flows using interest rates currently being offered for loans with similar terms to borrowers of similar credit quality. The carrying value of certain other loans approximates fair value due to the short-term and/or repricing characteristics of these loans. For impaired loans, the impairment is considered while arriving at the fair value.

Deposits

The carrying amount of deposits with no stated maturity is considered to be equal to their fair value. Fair value of fixed-rate time deposits is estimated by discounting contractual cash flows using interest rates currently offered on the deposit products. Fair value for variable-rate time deposits approximates their carrying value. Fair value estimates for deposits do not include the benefit that results from the low-cost funding provided by the deposit liabilities compared to the cost of alternative forms of funding (core deposit intangibles).

Long-term debt, short-term borrowings and redeemable preferred stock

The fair value of the Company’s debt, including short-term borrowings, is estimated based on quoted market prices for the issues for which there is a market, or by discounting cash flows based on current rate available to the Company for similar types of borrowing arrangements.

F97






     
   
   

A listing of the fair values by category of financial assets and financial liabilities is set out below:

            (Rs. in millions)  
 
 
    As of March 31, 2002   As of March 31, 2003  
   
 
 
    Carrying   Estimated   Carrying   Estimated  
    value   fair value   value   fair value  
   
 
 
 
 
  Financial assets                
  Trading account assets 42,376   42,376   39,634   39,634  
  Securities (Note 1) 60,046   60,046   280,621   280,621  
  Loans (Note 2) 523,601   527,167   630,421   641,048  
  Other financial assets (Note 3) 46,259   46,259   115,705   115,705  
   
 
 
 
 
  Total 672,282   675,848   1,066,381   1,077,008  
   
 
 
 
 
  Financial liabilities                
  Interest-bearing deposits 7,380   7,609   456,051   454,251  
  Non-interest-bearing deposits     35,239   35,239  
  Trading account liabilities 17,105   17,105   26,086   26,086  
  Short-term borrowings 70,804   70,954   42,095   42,017  
  Long-term debt 511,458   540,649   400,812   426,928  
  Redeemable preferred stock 772   980   853   1,035  
  Other financial liabilities (Note 4) 4,783   4,783   43,252   43,252  
   
 
 
 
 
  Total 612,302   642,080   1,004,388   1,028,808  
   
 
 
 
 
 
 

  Note 1: Includes non-readily marketable equity securities of Rs. 9,418 million (2002: Rs. 8,268 million) for which there are no readily determinable fair values.  
       
  Note 2: The carrying value of loans is net of the allowance for loan losses, security deposits and unearned income.  
       
  Note 3: Includes cash and cash equivalents and customers acceptance liability for which the carrying value is a reasonable estimate of fair value.  
       
  Note 4: Represents acceptances outstanding, for which the carrying value is a reasonable estimate of fair value.  

32. Regulatory matters

Subsequent to the reverse acquisition of the acquiree, the Company is a banking company within the meaning of the Indian Banking Regulation Act, 1949, registered with and subject to examination by the Reserve Bank of India.

Statutory liquidity requirements

In accordance with the Banking Regulation Act, 1949, the Company is required to maintain a specified percentage of its net demand and time liabilities by way of liquid unencumbered assets like cash, gold and approved securities. The amount of securities required to be maintained at March 31, 2003 was Rs. 230,644 million (2002: Nil).

Capital adequacy requirements

The Company is subject to the capital adequacy requirements set by the Reserve Bank of India, which stipulate a minimum ratio of capital to risk adjusted assets and off-balance sheet items of 9% to be maintained. The capital adequacy ratio of the Company calculated in accordance with the Reserve Bank of India guidelines at March 31, 2003, was 11.10%.

 
 
  For and on behalf of the Board  
  K.V. KAMATH KALPANA MORPARIA  
  Managing Director & Chief Executive Officer Executive Director  
       
  JYOTIN MEHTA N. S. KANNAN  
  General Manager & Company Secretary Chief Financial Officer & Treasurer  
       
  G. VENKATAKRISHNAN BALAJI SWAMINATHAN  
  General Manager Senior General Manager  
  Corporate Accounts & Taxation    

F98









REGISTERED OFFICE


Landmark
Race Course Circle, Vadodara 390 007

 

CORPORATE OFFICE


ICICI Bank Towers
Bandra-Kurla Complex, Mumbai 400 051

 

STATUTORY AUDITORS


     N. M. Raiji & Co.
Chartered Accountants
Universal Insurance Building,
Pherozeshah Mehta Road, Mumbai 400 001

     S. R. Batliboi & Co.
Chartered Accountants
Express Towers, 6th Floor,
Nariman Point, Mumbai 400 021

 

REGISTRAR AND TRANSFER AGENTS


     ICICI Infotech Limited
Maratha Mandir Annexe
Dr. Anand Rao Nair Road,
Mumbai Central, Mumbai 400 008





        Contents    
       
Tenth Annual Report of ICICI Securities Limited 2  
       
(a) Consolidated Financial Statements of ICICI Securities Limited and    
  its Subsidiaries 17  
       
(b) Eighth Annual Report of ICICI Brokerage Services Limited 25  
       
(c) Third Annual Report of ICICI Securities Holdings, Inc. 32  
       
(d) Third Annual Report of ICICI Securities, Inc. 37  
       
Fifteenth Annual Report of ICICI Venture Funds Management Company Limited 41  
       
Seventh Annual Report of ICICI International Limited 51  
       
Third Annual Report of ICICI Prudential Life Insurance Company Limited 55  
       
Third Annual Report of ICICI Lombard General Insurance Company Limited 73  
       
Fourth Annual Report of ICICI Home Finance Company Limited 88  
       
Third Annual Report of ICICI Investment Management Company Limited 98  
       
Fourth Annual Report of ICICI Trusteeship Services Limited 103  

1


ICICI SECURITIES LIMITED
 
10TH ANNUAL REPORT AND ACCOUNTS 2002-2003
 
Directors Auditors Registered Office
K.V. Kamath, Chairman N.M. Raiji & Co. 41/44, Minoo Desai Marg
Lalita D. Gupte Chartered Accountants Colaba, Mumbai 400 005
Kalpana Morparia    
S. Mukherji    
Nachiket Mor    
Ramni Nirula, Managing Director & CEO    

directors’ report
to the members

Your Directors have pleasure in presenting the Tenth Annual Report of ICICI Securities Limited (the Company), with the audited Statement of Accounts for the year ended March 31, 2003.

CHANGE OF NAME
Pursuant to the resolution passed by the members at the Extraordinary General Meeting held on March 21, 2003, the Registrar of Companies accorded approval for the change in name of the Company from “ICICI Securities and Finance Company Limited” to “ICICI Securities Limited” effective April 7, 2003.

FINANCIAL RESULTS     (Rupees million)  
  2002-2003   2001-2002  
Gross Income 3053.19   3788.05  
Profit before Interest, Depreciation & Tax 2380.05   3161.54  
Depreciation 15.31   13.44  
Interest 871.15   1271.93  
Profit before Tax 1493.59   1876.17  
Provision for Tax 464.15   597.26  
Profit after Tax 1029.44   1278.91  

The profit after tax for the year ended March 31, 2003 was Rs. 1029.44 million. After taking into account the balance of Rs. 140.92 million brought forward from the previous year, the profit available for appropriation is Rs. 1170.36 million of which Rs. 102.94 million and Rs. 205.89 million have been transferred to General Reserve and Special Reserve respectively.

BUSINESS ENVIRONMENT

In 2002-2003, domestic economy proved to be resilient in the face of sluggish global economy and a poor monsoon. While the fall in agricultural output has resulted in 2002-2003 growth declining to 4.4% as per the Central Statistical Organisation’s estimates, the figure masks strong performance by industry (5.8% growth) and the continued good performance by services (7.0% growth). During the year under review, inflation rose, propelled by increase in prices of oil and manufactured goods.

Interest rates exhibited volatility during the year, as markets coped with conflicting fortunes of domestic and global economies. Although markets suffered losses earlier due to the Indo-Pak tensions and doubts about monetary stance, sentiment improved from the second quarter onwards. Monsoon failure and doubts about global economic revival contributed to an uninterrupted rally in the third quarter and the beginning of calendar 2003 before a sharp reversal was triggered by the U.S.-Iraq conflict.

During the year, the Reserve Bank of India (RBI) continued to maintain its soft rate stance and cut the bank rate by 25 basis points (bps) and repo rate by 100 bps to cope with the monsoon failure and to support industrial recovery. Also, RBI maintained comfortable liquidity throughout the year by way of a 75 bps reduction in Cash Reserve Ratio. The RBI was helped to a large extent by the strong foreign exchange inflows (RBI’s foreign currency assets increased by US$20bn to US$71bn in 2002-2003) on the back of US dollar weakness in the global markets and the strong performance on the current account. Globally, monetary easing cycle continued with the U.S. Federal Reserve cutting rates by 50 bps and European Central Bank following suit with a 75 bps cut. Apart from a weak spell during the Indo-Pak tensions in May last year, the rupee remained stable and capitalising on US dollar depreciation in the global markets, gained against the US dollar. During the year, the rupee appreciated by 2.65% even as the RBI mopped up the US dollar to temper the pace of appreciation.

Although bond markets encountered volatility through the year and changed direction a few times, the 10-year benchmark yield finished the year 115 bps lower. The I-Sec Sovereign Bond Index (i-BEX) clocked principal returns of 5.9% and total returns of 15.0% in 2002-2003. Although the past year did not see the introduction of any new products, fixed income markets can look forward to new products like STRIPS, exchange-traded interest rate derivatives and credit derivatives in the year ahead.

In the primary market, although funds raised through equity issues grew marginally by 2% during the year 2002-2003, overall fund-raising activity dropped 31% from Rs. 64.23 billion in 2001-2002 to Rs. 44.54 billion in 2002-2003. Further, contrary to expectations, the Government’s disinvestment program progressed slowly during the year, with the disinvestments of the Shipping Corporation of India Limited, National Aluminium Company Limited, Maruti Udyog Limited, Hindustan Organics Company Limited, National Fertilizers Limited and Madras Fertilizers Limited yet to be completed. However, with the beginning of the disinvestment process for Hindustan Petroleum Corporation Limited and Bharat Petroleum Corporation Limited due in the fiscal year 2003-2004, this activity is poised to regain the momentum. Also, Mergers & Acquisitions (M&A) activity remained buoyant, with deals totalling Rs. 391 billion completed during 2002-2003, an increase of 45% over Rs. 270 billion completed in 2001-2002. Given this, the number of deals in the second half of 2002-2003 suggests a relatively sustained level of future activity in the M&A market.

OVERALL PERFORMANCE

The Company continued to deliver remarkable performance, in line with its forefront position in the industry. During the year, the Company’s net worth increased from Rs. 3.19 billion in 2001-2002 to Rs. 3.51 billion in 2002-2003, an increase of 10.03% and after-tax return on net worth was 30.72%.

DIVISION-WISE PERFORMANCE Fixed Income

During the period under review, the Company continued to maintain its leadership position in all segments of the domestic fixed income markets. In the Primary Dealership business, the Company surpassed its bidding and success targets committed to the RBI. In the non-SLR business, the Company saw its turnover increase by nearly 2.4 times to over Rs. 100 billion, confirming its status as one of the leading players in this market. The Company also improved upon its profitability in the non-SLR business during the year. In the interest rate swaps market, the Company almost tripled its volumes in 2002-2003 and achieved a market share of about 15%. This performance is remarkable for a non-banking entity in a market dominated by banks.

Investment Banking

The Investment Banking operations of the Company, which is represented by industry and product groups, seeks to combine client-focused investment bankers with execution and industry expertise. Investment banking activities, mainly financial advisory and capital markets advisory, witnessed strong and sustainable growth in its revenues during the year. Financial advisory activities included advisory assignments with respect to M&A, divestitures, corporate defense activities, restructurings and spin-offs. Capital market activities included public offerings and private placements of equity and debt securities.

In the recent INDATA compilation of league tables, the Company was ranked 3rd in terms of deal value for 2002 as against 4th in 2001. The recent rankings published by Bloomberg for the first quarter of 2003 places the Company as No.1 advisor for M&As in India, with closure of 4 deals aggregating to US$142.47 million.

Financial (M & A) Advisory

During the period under review, the Company strengthened its M&A Advisory business with its strong team of senior M&A bankers, providing greater focus and exceptional quality to its clients. The Company was actively engaged in advising clients in the telecom, cement, media, oil and gas, engineering, auto ancillary, information technology, fertilizers and pharmaceutical sectors.

During 2002-2003, the notable deals completed by the Company includes the sale of promoter’s equity stake in Hughes Tele.Com Limited, advising a large telecom company engaged in long-distance services on investing into a basic telecom services company, managing open offers of equity shares of IBP Limited and Indian Petrochemicals Company Limited on behalf of Indian Oil Corporation Limited and Reliance Industries Limited respectively. The Company, in its first cross-border transaction, also advised a major auto components company on the acquisition of a company based in the U.S.

The Company has also recently forayed into debt restructuring advisory. It has successfully advised a major cement company on restructuring its debt portfolio. With the enactment of the Securitisation and Reconstruction of Financial Assets and Enforcement of Security Interest Act, 2002 and the formation of Independent Asset Reconstruction Companies, this business is expected to grow substantially.

2

 



     
  directors’ report
    Continued 

Capital Markets

Despite marginal growth of 2% in the primary equity markets over the previous year, the Company raised Rs. 6.7 billion through initial public offerings (IPOs) as against Rs. 1.64 billion in the previous year. The capital market transactions successfully completed by the Company during the year included IPOs of two public sector banks, rights issue of a large corporate house, and managing of the buyback scheme for shares of OCL India Limited and Tube Investments of India Limited. On the private equity front, the Company also advised Hindustan Coca Cola Holdings Limited on the divestment of its holdings through a private placement of shares.

The year 2002-2003 also witnessed several prestigious assignments for the Company, including an IPO for Maruti Udyog Limited and National Aluminium Company Limited. The existing pipeline, along with the possibility of revival of primary markets, is likely to see an increase in IPO activity in the current year.

In Debt Capital segment, the Company assisted a number of companies to raise money and maintained its premier position despite a fall in overall market mobilisations. The Company acted as lead arranger for several private placements of bonds, notably those for Hindalco Limited, Steel Authority of India Limited, Larsen & Toubro (L&T) Limited and Sardar Sarovar Nigam Limited. The Company concluded landmark deals like raising funds through rating contingent bonds for L&T and managing the first sub-8% corporate bonds issued by Hindalco Limited.

Equity Research

An independent and analytical research department remains a major factor to augment service to both corporate and institutional clients of the Company and its subsidiaries. The Company continued to invest in research in order to ensure that its services are on par with international benchmarks. The Equity Research team’s well-structured ideas as well as strategy and theme reports across sectors have been well received and appreciated by major domestic and international clients. In addition, the quality of interaction with both domestic and overseas institutional investors was significantly enhanced through regular servicing and periodic road-shows.

Risk Management

As a financial services company, the Company is committed to ensuring that effective risk management policies and practices are incorporated as fundamental aspects of all its business operations. The Corporate Risk Management Group of the Company has a comprehensive risk management policy in place, addressing areas such as market risk, credit risk and operation risk. This policy seeks to minimise the risks generated by the activities of the Company. The group continuously develops and enhances its risk management and control procedures in order to better identify and monitor risks and to proactively take appropriate actions to mitigate the same. The Company has also constituted a Risk Management Committee comprising the Managing Director & CEO and Senior Executives from cross-functional areas. The Committee is responsible for managing the liquidity and interest rate risk profile of both assets and liabilities of the Company.

SUBSIDIARY COMPANIES

The Company has one subsidiary in India, namely ICICI Brokerage Services Limited. As required under Section 212 of the Companies Act, 1956, the audited statements of accounts for the year 2002-2003, together with the Reports of the Directors and Auditors for the year ended March 31, 2003 of ICICI Brokerage Services Limited are attached herewith.

In addition, the Company also has two subsidiaries, namely, ICICI Securities Holdings, Inc. and ICICI Securities, Inc. in the U.S.A. The audited statements of accounts for the year 2002-2003 as prepared under the Companies Act, 1956, together with the Reports of the Directors and Auditors for the year ended March 31, 2003 of these subsidiaries are attached herewith as required under Section 212 of the Companies Act, 1956.

DIVIDEND

During the year, the Company declared four interim dividends aggregating 35%. Your Directors are pleased to recommend the aggregate of interim dividend of 35%, as total dividend for the year.

CHANGE OF OWNERSHIP

Pursuant to the merger of ICICI Limited with ICICI Bank Limited, ICICI Bank Limited holds 99.92% of the share capital of the Company and consequently now ICICI Bank Limited is the holding company.

PUBLIC DEPOSITS

During the year, the Company has not accepted any deposit under Section 58A of the Companies Act, 1956.

DIRECTORS

Devdatt Shah resigned as Managing Director & CEO of the Company with effect from December 31, 2002. The Board places on record their appreciation for the valuable advice and guidance given by him during his tenure on the Board. Ramni Nirula was appointed as the Managing Director & CEO of the Company with effect from January 1, 2003 in accordance with Section 269, Schedule XIII and other relevant provisions of the Companies Act, 1956. The members approved the appointment of Ramni Nirula as Managing Director & CEO at the Extraordinary General Meeting of the Company held on March 21, 2003.

Nachiket Mor was appointed as an Additional Director of the Company with effect from April 17, 2003. In terms of Section 260 of the Companies Act, 1956, he holds office as an Additional Director only upto the forthcoming Annual General Meeting of the Company and being eligible offers himself for appointment as a Director.

In terms of the provisions of the Articles of Association of the Company, Kalpana Morparia will retire by rotation at the ensuing Annual General Meeting of the Company and being eligible, offers herself for re-appointment.

AUDITORS

The Auditors, M/s. N.M. Raiji & Co., Chartered Accountants, Mumbai, will retire at the ensuing Annual General Meeting. The Board at its Meeting held on April 17, 2003 has proposed their re-appointment as Auditors to audit the accounts of the Company for the financial year ending on March 31, 2004. You are requested to consider their re-appointment.

FOREIGN EXCHANGE EARNING AND EXPENDITURE

During 2002-2003, expenditure in foreign currencies amounted to Rs. 14.20 million and earnings in foreign currencies amounted to Rs. 36.85 million.

PERSONNEL AND OTHER MATTERS

As required by the provisions of Section 217(2A) of the Companies Act, 1956, read with the 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.

Since the Company does not own any manufacturing facility, the disclosure of information relating to conservation of energy and technology absorption to be disclosed in terms of Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, are not applicable and hence not given.

CORPORATE PHILOSOPHY AND COMPLIANCE

The Company firmly believes that corporate governance and compliance practices are of paramount importance in order to maintain the trust and confidence of the stakeholders, clients, the good reputation of the Company and the unquestioned integrity of all personnel involved in the Company. To ensure transparency, fairness and objectivity in an organisation’s functioning, the Company has proactively adopted best practices with regard to corporate governance and compliance, which are ahead of regulatory requirements. The Company’s policy on compliance with external regulatory requirements is backed by stringent internal policies and principles to ensure, inter alia, priority to clients’ interest over proprietary interest, maintenance of confidentiality of client information and prevention of insider trading.

AUDIT COMMITTEE

Consequent to the resignation of Devdatt Shah as Managing Director & CEO, he ceased to be a member of the Audit Committee. Ramni Nirula, Managing Director & CEO, has been inducted on the Audit Committee with effect from July 25, 2002. During the year, the Committee met to review the half-yearly and annual accounts, to discuss the audit findings and recommendations of the internal and statutory auditors and to review the internal control systems of the Company.

DIRECTORS’ RESPONSIBILITY STATEMENT

The Directors confirm :

1.
  
that in preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;
2.

  
that the Directors had 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 Company at the end of the financial year and of the profit of the Company for that period;
3.

  
that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and
4.
  
that the Directors had prepared the annual accounts on a going concern basis.

ACKNOWLEDGEMENTS

Your Directors thank the clients for the confidence reposed in the Company, which has enabled the Company to reach new heights.

Your Directors also thank the Company’s bankers, lenders, the Government of India, the Securities and Exchange Board of India, the Reserve Bank of India and other statutory authorities for their continued support to the Company.

Your Directors express their gratitude for the unstinted support and guidance received from its shareholders, ICICI Bank Limited and other group companies.

Your Directors also express their sincere thanks and appreciation to all the employees for their commendable teamwork, professionalism and contribution during the year.

For and on behalf of the Board

 

Mumbai, April 17, 2003 K.V. KAMATH
  Chairman
 


3

 



       
  auditors’ report    
to the members of ICICI Securities Limited  

We have audited the attached Balance Sheet of ICICI SECURITIES LIMITED as at March 31, 2003 and the Profit and Loss Account and Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

We report that :

(1)
  
As required by the Manufacturing and Other Companies (Auditors’ Report) Order, 1988 issued by the Company Law Board in terms of Section 227(4A) of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order to the extent applicable to the Company.
(2)
  
Further to our comments in the Annexure referred to in paragraph (1) above :
  (a)
  
we have obtained all the information and explanations which, to the best of our knowledge and belief, were necessary for the purpose of our audit;
  (b)
  
in our opinion, proper books of account as required by law have been kept by the Company so far as appears from our examination of the books;
  (c)    the Balance Sheet and Profit and Loss Account dealt with by this Report are in agreement with the books of account of the Company;
  (d)
  
in our opinion, the Balance Sheet and Profit and Loss Account dealt with by this report are in compliance with the Accounting Standards referred to in Section 211(3C) of the Companies Act, 1956 and are in agreement with the books of account;
  (e)
  
on the basis of written representations received from the Directors, we report that none of the Directors is disqualified as on March 31, 2003 from being appointed as a Director u/s 274(1)(g) of the Companies Act, 1956.
  (f)
  
In our opinion and to the best of our information and according to the explanations given to us, the said accounts read with the notes thereon, give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view :
    (i)
  
in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2003;
    (ii)
  
in the case of the Profit and Loss Account, of the Profit of the Company for the year ended on that date; and
    (iii)
  
in the case of Cash Flow Statement, of the cash flows for the year ended on that date.

For N. M. RAIJI & CO.
Chartered Accountants

J. M. GANDHI
Partner
Mumbai, April 17, 2003

4






     
  annexure
  to the auditors’ report  

1.
  
The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets. Fixed Assets have been physically verified by the management during the year. No material discrepancies were noticed on such verification.
   
2. None of the fixed assets have been revalued during the year.
   
3. The securities held as stock-in-trade are kept with the custodian and depository participants. Statements from them have been obtained on a regular basis.
   
4. No material discrepancies have been noticed on physical reconciliation of stock with the custodian and depository participants as compared to the book stock.
   
5. In our opinion, the valuation of stock-in-trade is fair and proper in accordance with the normally accepted accounting principles and is on the same basis as in the preceding year.
   
6. The Company has taken loans from the Companies listed in the register maintained under Section 301 of the Companies Act, 1956. The rate of interest and other terms and conditions of such loans are, prima facie, not prejudicial to the interest of the Company. The Company has not taken any loans, secured or unsecured, from companies under the same management as defined under Section 370(1B) of the Companies Act, 1956.
   
7. The Company has not granted loans to the Companies listed in the register maintained under Section 301 of the Companies Act, 1956. The Company has not granted any loans, secured or unsecured, to the companies under the same management as defined under Section 370(1B) of the Companies Act, 1956.
   
8. The parties to whom loans or advances in the nature of loans have been given by the Company are generally repaying the principal amounts as stipulated and are regular in the payment of interest.
   
9. The Company has an adequate internal control procedure commensurate with the size of the Company and the nature of its business in respect of purchase of assets and purchase and sale of securities.
   
10. In our opinion, and according to the information and explanations given to us, services provided and purchase and sale of securities in pursuance of contracts or arrangements listed in the register maintained under Section 301 of the Companies Act, 1956 and aggregating during the year to Rs. 50,000 or more in respect of each party, have been made at prices which are reasonable, having regard to the prevailing market prices for such services/securities and nature of transactions.
   
11. The Company being a “Non-Banking Financial Company” (NBFC), Section 58A of the Companies Act, 1956 is not applicable to the Company. In our opinion and according to the information and explanations given to us, the Company has complied with the directives issued by Reserve Bank of India for NBFCs.
   
12. In our opinion, the Company has an internal audit system commensurate with the size of the Company and nature of its business.
   
13. As per the records of the Company, during the year provident fund dues have been regularly deposited with the appropriate authorities. As informed to us, the Employees’ State Insurance Act is not applicable to the Company.
   
14. As per the records of the Company and according to the information and explanations given to us, no undisputed amounts payable in respect of income tax, wealth tax, sales tax, customs duty and excise duty were outstanding as at March 31, 2003 for a period of more than six months from the date they became payable.
   
15. During the course of our examination of the books of account and according to the information and explanations given to us, no personal expenses of employees or directors have been charged to revenue account, other than those payable under contractual obligations or in accordance with generally accepted business practice.
   
16. The Company is not an industrial company and hence the provisions of the Sick Industrial Companies (Special Provisions) Act, 1985 is not applicable to the Company.
   
17. In respect of services activities :
   
  (a) the system of allocating man-hours utilized to the relative jobs, is not yet formalized;
     
  (b) there is a reasonable system of authorization at proper levels and adequate system of internal control commensurate with the size of the Company and nature of its business.
   
18. In respect of the loans and advances granted on the basis of security by way of pledge of shares, debentures and other securities, the Company has maintained adequate documents and records.
   
   

  19.

Proper records have been maintained for the transactions relating to trading in shares, securities, debentures and other investments and entries therein have been made generally on a timely basis. Investments are held in the name of the Company. Securities held by the Company as “Stock-in-trade” are generally sent for transfer in the name of the Company unless they are held with the intention of selling prior to transfer. All securities are held in the name of the Company.

For N. M. RAIJI & CO.
Chartered Accountants

J. M. GANDHI
Partner


Mumbai, April 17, 2003

5






       
  balance sheet    
as at March 31, 2003  
        Schedule   (Rs. in ’000s)   March 31,
2002
 
             
SOURCES OF FUNDS              
1 Shareholders’ Funds              
  A. Share Capital A 2,030,030       2,030,030  
  B. Reserves & Surplus B 1,480,780       1,161,850  
         
     
 
            3,510,810   3,191,880  
2 Loan Funds              
  A. Secured Loans C   8,000,000   11,258,300  
  B. Unsecured Loans D   10,398,620   6,077,220  
             
 
 
            21,909,430   20,527,400  
       
 
 
APPLICATION OF FUNDS              
1 Fixed Assets E            
  Gross Block   213,110       218,540  
  Less : Depreciation   105,350       111,390  
         
     
 
  Net Block     107,760   107,150  
2 Investments F   1,873,950   526,430  
3 Deferred Tax Asset     3,050   7,200  
4 Current Assets,              
  Loans & Advances              
  A. Current Assets              
    (a) Interest Accrued G 467,350       679,620  
    (b) Securities held as              
      Stock-in-Trade H 19,001,130       18,859,430  
    (c) Sundry Debtors I 170,190       26,490  
    (d) Cash & Bank Balances J 23,380       13,420  
  B. Loans & Advances K 2,813,070       2,293,990  
         
     
 
          22,475,120       21,872,950  
  Less : Current Liabilities and              
    Provisions : L            
  A. Current Liabilities   400,490       295,740  
  B. Provisions   2,149,960       1,690,590  
         
     
 
  NET CURRENT ASSETS     19,924,670   19,886,620  
             
 
 
            21,909,430   20,527,400  
             
 
 
                     
  Notes forming part of the              
  Accounts and Accounting Policies T            

       
  profit and loss account    
for the year ended March 31, 2003  
      Schedule   (Rs. in ’000s)   March 31,
2002
 
  Income from Operations        
                   
  (a) Income from Services M 144,280       100,120  
  (b) Interest Income N 1,298,880       1,669,060  
  (c) Profit / (Loss) on Securities O 1,231,760       1,650,070  
  (d) Other Income P 378,270       368,800  
       
     
 
          3,053,190   3,788,050  
  Less : Operating Expenditure              
  (a) Financial Charges and              
    Operating Expenses Q   933,570   1,349,200  
           
 
 
          2,119,620   2,438,850  
Expenditure              
  Less : Administrative Expenditure              
  (a) Payments to and Provisions              
    for Employees R 231,230       231,870  
  (b) Establishment and              
    Other Expenses S 379,490       317,370  
  (c) Depreciation   15,310       13,440  
       
     
 
          626,030   562,680  
           
 
 
Profit before Taxation     1,493,590   1,876,170  
  Less : Provision for Taxation     460,000   617,680  
    Deferred Tax Adjustment     4,150   (20,420 )
           
 
 
Profit After Taxation     1,029,440   1,278,910  
    Brought forward from previous years     140,920   51,030  
           
 
 
    Amount available for appropriations     1,170,360   1,329,940  
    Transfer to Special Reserve     205,890   255,780  
    Transfer to General Reserve     102,940   127,890  
    Interim Dividend (Current Year              
    subject to tax)     710,510   730,810  
    Tax on Dividend       74,540  
           
 
 
    Balance carried to Balance Sheet     151,020   140,920  
           
 
 
  Notes forming part of the T            
  Accounts and Accounting Policies              


Per our Report attached       For and on behalf of the Board
For N. M. RAIJI & CO.        
Chartered Accountants       K.V. KAMATH
        Chairman
         
J. M. GANDHI       LALITA D. GUPTE
Partner       Director
         
    ABHIJEET GUIN POYNI BHATT RAMNI NIRULA
  Vice President & Senior Vice President & Managing Director &
Mumbai, April 17, 2003 Head - Financials Company Secretary CEO

6


     
  schedules  
  forming part of the Accounts  
                (Rs. in ’000s)   March 31, 2002  
                       
A. SHARE CAPITAL                    
  Authorized :                    
  500,000,000 Equity Shares of Rs.10 each             5,000,000   5,000,000  
               
 
 
  Issued, Subscribed and Paid Up :                    
  203,002,800 Equity Shares of Rs.10 each             2,030,030   2,030,030  
               
 
 
                       
  Notes :                    
  1.  Of the above, 202,833,200 (Previous year - 202,833,200) Equity Shares of Rs.10 each are held by ICICI Bank Limited - (the Holding Company) and its nominees.  
                       

B. RESERVES AND SURPLUS                 (Rs. in 000s)











 
    Balance as on April 1, 2002   Additions/
Transfers
during the year
  Deductions/
Transfers
during the year
 
Balance as on March 31, 2003
  Balance as on
March 31, 2002
 











 
  Share Premium Account 112,800       112,800   112,800  
  General Reserve 389,000   102,940     491,940   389,000  
  Special Reserve (maintained under Section 519,130   205,890     725,020   519,130  
  45 IC of the RBI Act, 1935)                    
  Profit and Loss Account 140,920           151,020   140,920  
   
         
 
 
  Total 1,161,850           1,480,780   1,161,850  
   
         
 
 











 
C. SECURED LOANS           (Rs. in ’000 s) March 31, 2002  
  Borrowings from Reserve Bank of India                    
  (Secured by Government Securities of face                    
  value Rs. 8,050,000 thousand; Previous year Rs. 11,271,500 thousand)             8,000,000   10,663,900  
  Repo Borrowings from banks                    
  (Secured by Underlying Security)               594,400  
               
 
 
  Total             8,000,000   11,258,300  
               
 
 
D. UNSECURED LOANS                    
  Short Term Loans               1,368,500  
  Subordinated Bonds issued as Tier III Capital             750,000   500,000  
  Inter-Corporate Borrowings             380,700   625,000  
  Money at Call and Short Notice                    
       – From Banks             3,440,000   830,000  
       – From Others             1,386,700   10,000  
  Commercial Paper Borrowings             2,270,720   1,527,580  
  7.00% Debentures 2003             110,000    
  (Redeemable at par by April 2003)                    
  Floating Rate Debenture             500,000    
  (Redeemable at par by April 2003)                    
  Floating Rate Debenture 2003             295,000    
  (Redeemable at par by May 2003)                    
  Floating Rate Debenture 2003             340,500    
  (Redeemable at par by June 2003)                    
  6.05% Debentures 2003             100,000    
  (Redeemable at par by April 2003)                    
  6.10% Debentures 2003             250,000    
  (Redeemable at par by April 2003)                    
  6.00% Debentures 2003             200,000    
  (Redeemable at par by June 2003)                    
  7.55% Debentures 2003             295,000    
  (Redeemable at par by May 2003)                    
  6.25% Debentures 2003             70,000    
  (Redeemable at par by April 2003)                    
  7.75% Debentures 2003             10,000    
  (Redeemable at par by April 2003)                    
  Floating Rate Debenture               768,000  
  (Redeemable at par by May 2002)                    
  8.50% Debentures 2002               100,000  
  (Redeemable at par by April 2002)                    
  7.95% Debentures 2002               5,640  
  (Redeemable at par by April 2002)                    
  8.15% Debentures 2002               45,000  
  (Redeemable at par by April 2002)                    
  7.86% Debentures 2002               250,000  
  (Redeemable at par by April 2002)                    
  8.45% Debentures 2002               47,500  
  (Redeemable at par by April 2002)                    
               
 
 
  Total             10,398,620   6,077,220  
               
 
 

Unsecured loans include an amount of Rs 500,000 thousand (Previous year Rs. 500,000 thousand) from ICICI Bank Limited - the Holding company.

7






       
  schedules    
forming part of the Accounts Continued
                               
E. FIXED ASSETS                             (Rs. in ’000s)

  Gross Block (at Cost)   Accumulated Depreciation   Net Block
 
 
 
  April 1,   Additions   Sale/Adj.   March 31,   Additions   Sale/Adj.   March 31,   March 31,   March 31,
  2002           2003           2003   2003   2002


















Freehold Land 57,230       57,230         57,230   57,230
Building 10,050       10,050   390     2,710   7,340   7,730
Improvements To Leasehold Property 20,500       20,500   2,490     18,010   2,490   4,980
Plant & Machinery / Electrical Installation 5,980     30   5,950   360     3,820   2,130   2,520
Office Equipment 27,610   5,080   1,300   31,390   2,680   840   15,250   16,140   14,200
Computers & Software 73,310   11,900   18,470   66,740   7,790   17,990   51,330   15,410   11,780
Furniture & Fixtures 21,030   580   1,860   19,750   1,430   1,540   13,090   6,660   7,830
Vehicles 2,760     1,260   1,500   150   950   1,140   360   810
 
















Total 218,470   17,560   22,920   213,110   15,290   21,320   105,350   107,760   107,080
 
















Capital Work-in-Progress                 70
 
Net Block 218,470   17,560   22,920   213,110   15,290   21,320   105,350   107,760   107,150
 
Previous Year 222,210   13,280   17,020   218,540   13,440   11,200   111,390   107,150    

F.    INVESTMENTS - LONG TERM
      (At Cost, Quoted unless otherwise stated)
             
              (Rs. in ’000s)

   Name of the Company Quantity in
thousands
  Face Value
per unit (Rs.)
  March 31,
2003
  March 31,
2002
       

               
In Equity Shares of Subsidiary Company              
- Unquoted and fully paid up              
ICICI Brokerage Services Limited 4,500.7 (4,500.7)   10.00   45,007   45,007
ICICI Securities Holdings Inc. 1,600.0 (1,100.0)   *   75,023   50,613
Bonds/Units              
Birla Bond Plus 232.3 (Nil)   10.00   250,000  
Birla Bond Plus 231.9 (Nil)   10.00   250,000  
HDFC Short Term Plan 236.8 (Nil)   10.00   250,000  
JM Short Term Fund 291.3 (Nil)   10.00   300,480  
JM Short Term Fund 243.5 (Nil)   10.00   253,440  
Kotak Mahindra 193.5 (Nil)   10.00   200,000  
Prudential ICICI Short Term Plan 229.3 (Nil)   10.00   250,000  
ICICI Bank Limited 2002 Nil (500.0)   100.00     430,810
         
 
TOTAL         1,873,950   526,430
         
 
Notes :
1.
  
The aggregate cost and market value of the quoted Investments as at March 31, 2003 is Rs. 1,753,920 thousand and Rs. 1,807,500 thousand respectively (Previous year - Rs. 430,810 thousand and Rs. 430,800 thousand respectively).
2.
  
The aggregate cost of unquoted Investments as at March 31, 2003 is Rs. 120,030 thousand (Previous year - Rs. 95,620 thousand).
*
  
Face Value of US Dollar 1.00 per unit.
G. INTEREST ACCRUED (Rs. in ’000s)   March 31, 2002  
  On Investments   40,330  
  On Stock-in-Trade 442,380   611,330  
  On Loans and Advances 24,970   27,960  
   
     
  Total 467,350   679,620  
   
 
 

8




     
  schedules  
  forming part of the Accounts Continued
  Total Face Value
(in Rupees thousands)
  (Rs. in ’000s)   March 31,
2002
H.   SECURITIES HELD AS STOCK-IN-TRADE          
    (at lower of cost or market value)          
     (Quoted unless otherwise stated)          
Government of India Securities & Deemed          
Government of India Securities          
  6.96%   Oil Co. Bonds 2009 250,000 (Nil)   251,870  
   7.27%   Government of India 2013 300,000 (Nil)   317,080  
  7.40%   Government of India 2012 315,000 (Nil)   336,420  
   7.46%   Government of India 2017 400,000 (Nil)   426,000  
   7.55%   Government of India 2010 300,000 (Nil)   319,500  
   8.07%   Government of India 2017 311,800 (Nil)   349,840  
   8.25%   Government of India 2005 30 (30)   30   30
   8.35%   Government of India 2022 510,700 (Nil)   582,700  
   9.39%   Government of India 2011 300,000 (926,500)   355,800   1,027,030
   9.40%   Government of India 2012 700,000 (150,000)   836,150   167,100
   9.81%   Government of India 2013 200,000 (1,300,000)   249,600   1,483,950
   9.85%   Government of India 2015 300,000 (1,335,000)   380,850   1,538,590
   9.90%   Government of India 2005 Nil (150,000)     162,450
10.03%   Government of India 2019 650,000 (Nil)   843,700  
10.18%   Government of India 2026 Nil (175,000)     206,760
10.25%   Government of India 2021 100,000 (197,600)   133,100   233,460
10.71%   Government of India 2016 Nil (600,000)     727,800
11.00%   Government of India 2002 Nil (100)     100
11.00%   Government of India 2006 300,000 (130,900)   342,600   150,210
11.03%   Government of India 2012 150,000 (Nil)   195,600  
11.10%   Government of India 2003 Nil (2,209,780)     2,305,910
11.15%   Government of India 2002 Nil (800)     810
11.19%   Government of India 2005 200,000 (50,000)   222,100   56,430
11.40%   Government of India 2008 2,300,000 (800,000)   2,838,660   967,200
11.50%   Government of India 2011 400,000 (2,150,000)   530,800   2,690,730
11.50%   Government of India 2007 400,000 (Nil)   475,180  
11.78%   Government of India 2003 Nil (39,300)     41,850
11.99%   Government of India 2009 2,750,000 (1,050,000)   3,508,690   1,302,000
12.50%   Government of India 2004 202,550 (960,000)   214,910   1,060,800
13.80%   Government of India 2002 Nil (24,810)     25,080
6.60%   Government of Jammu and Kashmir 2013 30,000 (Nil)   29,150  
7.80%   Government of Andhra Pradesh 2012 10,000 (Nil)   10,500  
  7.80%    Government of Maharashtra 2012 10,000 (Nil)   10,500  
   8.30%   Government of Kerala 2012 15,400 (Nil)   16,700  
12.50%   Government of Maharashtra 2004 10,350 (Nil)   10,970  
         
 
          13,789,000   14,148,290
         
 
Treasury Bills          
364   Day Treasury Bills 11-07-2003 50,000 (Nil)   47,560  
364   Day Treasury Bills 12-12-2003 100,000 (Nil)   95,690  
364   Day Treasury Bills 20-02-2004 400,000 (Nil)   379,960  
364   Day Treasury Bills 05-03-2004 100,000 (Nil)   94,690  
364   Day Treasury Bills 19-03-2004 600,000 (Nil)   566,640  
         
 
          1,184,540  
         
 
Zero Coupon Bonds          
Power Finance Corp. Limited 2022 30,900 (Nil)   6,480  
         
 
          6,480  
         
 
Fixed Rate Bonds          
 6.05%     Exim Bank of India 2007 200,000 (Nil)   196,000  
  6.20%   Exim Bank of India 2008 50,000 (Nil)   47,920  
  6.30%   Exim Bank of India 2007 100,000 (Nil)   96,390  
   6.90%   Union Bank of India 2010 321,000 (Nil)   313,930  
   7.50%   Power Finance Corp. Limited 2009 50,000 (Nil)   50,700  
   7.85%   Powergrid Corp. Limited 2005 150,000 (Nil)   152,770  
   8.05%   National Thermal Power          
    Corp. Limited 2006 - 2007 450,000 (Nil)   465,470  

  Total Face Value
(in Rupees thousands)
  (Rs. in ’000s)   March 31,
2002
8.63%   Powergrid Corp. Limited 2010 - 2016 260,000 (Nil)   278,190  
 8.85%   Bharat Heavy Electricals Limited 2008 350,000 (Nil)   371,350  
 8.90%   Neyveli Lignite Corp. Limited 2009 Nil (100,000)     98,420
9.00%   Power Finance Corp. Limited 2009 50,000 (Nil)   54,200  
9.20%   Powergrid Corp. Limited 2006 Nil (50,000)     49,760
 9.25%   Power Finance Corp. Limited 2012 Nil (334,700)     331,340
9.70%   Canara Bank 2007 Nil (5,000)     5,030
9.70%   Powergrid Corp. Limited 2006 - 2017 Nil (600,000)     584,960
9.90%    Bharat Petroleum Corp. Limited 2008 150,000 (150,000)     162,670   152,880
9.95%   Bharat Petroleum Corp. Limited 2008 100,000 (200,000)     108,550   204,160
10.00%   Housing Urban Development          
             Corp. 2012 Nil (90,000)     87,300
10.00%    National Thermal          
    Power Corp. Limited 2007 - 2009 Nil (103,200)     103,200
10.00%   Steel Authority Of India Limited 2003 Nil (80,000)     79,900
10.40%   Bharat Sanchar Nigam Limited 2006 Nil (50,000)     51,080
10.80%   Infrastructure Development 2006 Nil (50,000)     52,440
11.55%   State Bank Of India 2006 Nil (100,000)     106,880
11.75%   ICICI Bank Limited 2002 Nil (5,100)     4,460
12.00%   Bharat Petroleum Corpopration Limited 2006 Nil (150,000)     159,940
13.75%   ICICI Bank Limited 2003 50,000 (50,000)   52,220   52,780
13.75%   ICICI Bank Limited 2003 Nil (50,000)     52,460
14.50%   National Aluminium Co. Limited 2005 150,000 (Nil)   110,620  
16.00% I   CICI Bank Limited 2003 Nil (150,000)     166,510
16.00%   ICICI Bank Limited 2003 Nil (50,000)     55,600
         
 
          2,460,980   2,399,100
         
 
Debentures          
   5.95%   Indogulf Corp. Limited 2008 50,000 (Nil)   47,870  
6.00%   Housing Development          
         Finance Corp. Limited 2005 100,000 (Nil)   97,550  
   6.10%   Housing Development          
    Finance Corp. Limited 2008 250,000 (Nil)   240,000  
   6.20%   Reliance Industries Limited 2007 350,000 (Nil)   336,870  
   6.30%   Housing Development          
    Finance Corp. Limited 2007 200,000 (Nil)   193,500  
   6.45%   Reliance Industries Limited 2012 100,000 (Nil)   91,200  
   7.05%   Housing Development          
    Finance Corp. Limited 2007 50,000 (Nil)   49,680  
   7.10%   LIC Housing Finance Corp. Limited 2009 50,000 (Nil)   48,880  
   7.95%   Hindalco Industries Limited 2009 50,000 (Nil)   51,700  
   8.34%   BSES Limited 2007 Nil (250,000)     242,800
   8.65%   Reliance Industries Limited 2007 50,000 (Nil)   52,380  
   8.80%   Housing Development          
    Finance Corp. Limited 2006 50,000 (Nil)   52,780  
   8.85%   Grasim Industries Limited 2008 Nil (150,000)     147,090
   9.00%   LIC Housing Finance Corp. Limited 2007 Nil (50,000)     49,020
   9.25%   LIC Housing Finance Corp. Limited 2009 Nil (50,000)     48,340
   9.60%   Gujarat Ambuja Cements Limited 2008 Nil (100,000)     98,340
   9.60%   Reliance Industries Limited 2006 Nil (50,000)     49,940
   9.70%   Grasim Industries Limited 2008 Nil (100,000)     101,080
   9.75%   Hindalco Industries Limited 2008 Nil (250,000)     254,770
   9.75%   ICICI Bank Limited 2007 Nil (100,000)     98,020
   9.90%   Reliance Industries Limited 2006 Nil (50,000)     50,530
10.10%   Grasim Industries Limited 2006 Nil (50,000)     51,200
10.75%   Grasim Industries Limited 2005 Nil (50,000)     52,210
11.22%   Hindalco Industries Limited 2008 Nil (250,000)     265,930
11.75%   Great Eastern Shipping          
             Co. Limited 2002-2006 Nil (50,000)     50,250
12.70%   Reliance Industries Limited 2007 100,000 (Nil)   122,260  
13.00%   Reliance Petrochemicals Limited 2004 Nil (50,000)     53,810
13.20%   Indian Rayon and Industries Limited 2003 Nil (50,000)     53,120
13.50%   Prism Cement Limited 2004 3,105 (1,553)   90   870
         
 
          1,384,760   1,667,320
         
 

9






       
  schedules    
forming part of the Accounts Continued
  Total Face Value
(in Rupees thousands)
  (Rs. in ’000s)   March 31,
2002
Debentures (Unquoted)          
10.00%   Rama Newsprint & Papers Limited 2004 Nil (90,835)     79,080
12.50%   Arvind Mills Limited 2000 Nil (4,092)     3,690
15.00%   Pal Peugot Limited 2004 16,160 (16,160)   12,170   12,170
17.50%   Grapco Granites Limited 1998 20,000 (20,000)   18,250   18,250
17.50%   Grapco Granites Limited 2000 15,000 (15,000)   13,100   13,100
17.50%   Grapco Mining Limited 1995 10,000 (10,000)   9,310   9,310
18.00%   Parasrampuria Synthetics Limited 1999 20,000 (20,000)   17,620   17,620
19.50%   Grapco Granites Limited 1998 20,000 (20,000)   18,920   18,920
20.00%   Das Lagerwey 1996 30,000 (30,000)   30,000   30,000
20.00%   Veena Textiles Limited 1996 15,000 (15,000)   14,300   14,300
22.00%   GTV Spinners Limited 1996 4,529 (4,529)   4,480   4,480
         
 
          138,150   220,920
         
 
Equity          
Balaji Telefilms Limited 3 (Nil)   80  
Bharat Forge Limited 1,500 (1,500)   29,700   16,020
Bharat Forge Utilities Limited 750 (750)    
Bhushan Steel Limited 7,828 (7,828)   18,980   12,130
Biochem Synergy Limited 635 (635)    
CRISIL 1 (Nil)   30  
Dabur India Limited 76 (Nil)   270  
Eveready Industries India Limited 5,059 (5,059)   5,200   5,520
Hughes Tele.Com (India) Limited Nil (121,782)     85,250
India Containers Limited 934 (934)    
Indian Seamless Metaltube Limited 1,000 (1,000)   800   1,040
Inland Printers Limited 7,992 (7,992)    
Jocil Ind Limited 2,371 (2,371)    
Kallam Spinning Mills Limited 4,634 (4,634)    
Nucent Finance Limited 1 (1)  
Parakaram Tehcnofab Limited 1,910 (1,910)    
Parasrampuria Synthetics Limited 2,151 (2,151)   10   10
Rama Newsprint Limited 10 (10)    
Shri Renuga Textiles Limited 1,000 (1,000)    
South Indian Bank Limited 3,081 (3,081)   10,990   13,250
Sun Pharmaceutical Industries Limited 27 (19)   90   90
Sunshield Chemicals Limited 2(2)    
Tata Investment Corp. Limited 768 (768)   5,830   6,590
Unipon Industries Limited 2,177 (2,177)    
Usha Beltron Limited 625 (625)   3,140   3,340
Usha Martin Infotech Limited 625 (625)   250   1,250
Vickers System Limited 1(1)    
         
 
          75,370   144,490
         
 
Units          
HDFC Liquid Fund Dividend Option Nil (500,017)     500,230
J M Income Fund Growth Option 4,133 (Nil)   100,000  
         
 
          100,000   500,230
         
 
Total     19,139,280   19,080,350
Less : Provision against Non-performing          
   Assets / Bad debts written off     138,150   220,920
         
 
Grand Total     19,001,130   18,859,430
         
 
Notes :
1.
  
Certain Debentures which have defaulted for payment on maturity date have been written off. However, the same have been continued to be disclosed as Stock-in-trade to reflect existence of the claim on the Issuer/Seller.
2.
  
The aggregate carrying value and market value of quoted securities as at March 31, 2003 is Rs. 18,901,130 thousand and Rs. 18,917,590 thousand respectively. (Previous year - Rs. 18,359,190 thousand and Rs. 18,369,490 thousand respectively).

      (Rs. in ’000s)   March 31,
2002
I.   SUNDRY DEBTORS (Unsecured)      
  (A) Receivables outstanding for a period      
    exceeding six months      
    Considered Doubtful 2,130   3,240
  (B) Other Receivables considered good      
    Fees Receivable 13,610   15,170
    Trade Receivables 156,580   11,320
     
 
      172,320   29,730
    Less : Provision for Doubtful Debts 2,130   3,240
     
 
  Total 170,190   26,490
     
 
J. CASH AND BANK BALANCES      
  Cash & Cheques on hand 100   90
  In Current Accounts with Scheduled Banks 12,240   3,550
  In Current Accounts with Reserve Bank of India 10,040   9,780
  Fixed Deposits with Scheduled Banks 1,000  
     
 
  Total 23,380   13,420
     
 
           
K. LOANS AND ADVANCES      
  (Unsecured and considered good
unless otherwise stated)
     
           
  Advances :      
  (Recoverable in cash or in kind
or for value to be received)
     
  Advance Income & Other Tax 2,134,890   1,809,110
  Security Deposit for Leased Premises 122,470   227,980
  Other Advances and Deposits * 55,700   59,490
  Application Money for Securities 500,010   200,000
     
 
      2,813,070   2,296,580
  Provision for Doubtful Advances   2,590
     
 
  Total (B) 2,813,070   2,293,990
     
 
  *Advances include an amount of Rs. 1,550 thousand respectively receivable from Subsidiary Companies (Previous year - Rs. 4,410 thousand).    
           
           
L. CURRENT LIABILITIES AND PROVISIONS      
  (A) Current Liabilities      
    Interest Accrued but not due 32,500   77,320
    Sundry Creditors 100,080   61,450
    Sundry Creditors For Expenses 118,850   46,510
    Other Liabilities 148,440   110,300
    Unclaimed Dividends 620   160
     
 
    Total (A) 400,490   295,740
     
 
  (B) Provisions :      
    Income And Other Taxes 2,140,940   1,680,840
    Retirement Benefits 9,020   9,750
     
 
    Total (B) 2,149,960   1,690,590
     
 
           
M. INCOME FROM SERVICES 20,560   9,300
  Issue Management Fees      
  Financial Advisory Services 57,210   21,210
  Syndication Fees 36,490   41,840
  Underwriting Commission 3,100   2,530
  Brokerage And Commission 26,920   25,240
   
 
  Total 144,280   100,120
   
 

10



     
  schedules  
  forming part of the Accounts Continued
    (Rs. in '000s)   March 31,
2002
N. INTEREST INCOME          
  Interest on Securities Held as Stock in Trade   1,123,470   1,325,540
  Income on Discounted Instruments          
       – Investments     25,510   104,830
       – Stock In Trade     102,060   55,760
  Interest on Repo and Call Lendings     13,550   85,320
  Interest on Inter-Corporate Deposits       41,230
  Interest on Deposits for Leased Premises     28,190   41,750
  Interest on Income - Tax Refund       3,160
  Interest on Other Loans and Advances     6,100   11,470
       
 
  Total   1,298,880   1,669,060
       
 
O. PROFIT/(LOSS) ON SECURITIES          
  Profit on Sale of Investments     1,090   2,520
  Profit on Stock In Trade          
  Sale of Securities 543,688,710       546,669,210
  Less : Purchases 542,545,670       552,583,210
   
     
  1,143,040       (5,914,000
  Add/Less : Increase/(Decrease)          
  In Closing Stock 58,940       7,526,890
   
       
  Profit on Stock In Trade   1,201,980   1,612,890
  Net Gain/(Loss) from Swaps/ FRAs     28,690   34,660
       
 
  Total   1,231,760   1,650,070
       
 
P. OTHER INCOME          
  Dividend Income from          
  Mutual Funds / Companies     350,310   335,450
  Recovery against Bad Debts Written Off     27,500   31,920
  Miscellaneous Income     460   1,430
       
 
  Total     378,270   368,800
       
 
Q. FINANCIAL CHARGES AND OPERATING EXPENSES          
  Interest on Fixed Loans and Debentures     408,590   799,250
  Interest on Borrowings from          
  Reserve Bank of India     34,540   111,340
  Interest on Repo and Call Borrowings     428,020   361,340
  Procurement Expenses     12,520   32,450
  Rating Agency Fees     3,120   3,680
  Brokerage and Stamp Duty     31,080   29,560
  Bank Charges     2,750   2,610
  Transaction Charges     7,770   460
  Custodial Services     1,700   750
  Doubtful Debts Written Off/Provided 13,000       10,600
  Less : Opening Provision 9,520       2,840
   
       
        3,480   7,760
       
 
  Total     933,570   1,349,200
       
 
R. PAYMENTS TO AND PROVISIONS FOR EMPLOYEES          
  Salaries, Wages and Incentive     214,630   218,940
  Contribution to Provident and otherFunds     9,340   6,810
  Staff Welfare Expenses     7,260   6,120
       
 
  Total     231,230   231,870
       
 
S. ESTABLISHMENT AND OTHER EXPENSES:          
  Rent and Amenities     223,990   147,250
  Insurance     2,120   1,050
  Travelling, Conveyance and Motor CarExpenses     33,070   29,000
  Business Promotion Expenses     22,510   3,440
  Repairs, Maintenance and Upkeep     18,930   18,740
  Rates and Taxes     440   570
  Electricity Expenses     9,180   8,900
  Loss on Sale of Fixed Assets     1,070   5,450
  Communication Expenses     10,920   12,760
  Printing and Stationery     6,040   5,270
  Deferred Revenue Expenditure Written Off       43,460
  Subscription and Periodicals     16,780   10,960
  Professional Fees     4,560   9,030
  Advertisement Expenses     30   3,230
  Auditors’ Remuneration     760   690
  Miscellaneous Expenses     29,090   17,570
       
 
  Total     379,490   317,370
       
 

T. NOTES FORMING PART OF THE ACCOUNTS AND ACCOUNTING POLICIES:
1. Significant Accounting Policies:
  (i) Method of Accounting
The accounts are prepared in accordance with accounting principles generally accepted in India. The Company follows accrual method of accounting.
  (ii) Revenue Recognition
In case of non-fund based activities such as issue management, loan syndication, financial advisory services etc., the revenue is recognized based on the stage of completion of assignments and the bills raised for the recovery of fees.
Interest income is accounted on an accrual basis except that no interest income is recognized on Non-Performing / Doubtful assets, considering prudential norms for income recognition issued by Reserve Bank of India for Non-Banking Financial Companies. Interest income on such assets is recognised when the amount is received and appropriated towards interest.
   (iii) Stock-in-trade and Investments
    (a) The securities acquired with the intention of short-term holding and trading positions are considered as stock-in-trade and shown as current assets. Other securities acquired with the intention of long-term holding are considered as ‘Investments’.
    (b) In respect of investments, brokerage and stamp duty payable are considered to arrive at the cost. However, in respect of securities held as stock-in-trade, brokerage and stamp duty are written off as revenue expenditure. Commission earned in respect of securities held as stock-in-trade and investments acquired from the primary market and on devolvement are adjusted from the cost of acquisition.
    (c) The securities held as stock-in-trade under current assets are valued at cost or market/fair value, whichever is lower. In case of investments transferred to Stock-in-trade, carrying amount on the date of transfer is considered as cost. In case of unquoted shares fair value is taken at break-up value of shares as per the latest audited balance sheet of the concerned company. In case of debt instruments, fair value is worked out on the basis of yield to maturity rate selected considering quotes where available and credit profile of the issuer.
    (d) The Investments are shown in balance sheet at cost. In case of quoted investments, provision for diminution in value of investments is made, if such diminution is of a permanent nature in the opinion of management.
  (iv) Repurchase and Resale Transactions (Repo)
As a Primary Dealer, Reserve Bank of India has permitted the Company to enter into Repo transactions. Such transactions are treated as secured borrowing / lending transactions and accordingly disclosed in the financial statements. The difference between purchase and sale consideration is treated as interest and is accounted as income or expenditure, as the case may be, over the period of the contract.
  (v) Zero Coupon Instruments
The difference between the acquisition price and maturity value of zero coupon instruments are treated as interest and is recognised as income over the remaining life of the instrument
  (vi) Fixed Assets and Depreciation
Fixed assets are stated at historical cost. Expenditure incurred on plumbing, flooring and other civil works at leased premises prior to its occupation by the Company have been capitalized as “Improvement to Leasehold Property”.
Depreciation on value of improvements to leasehold property is provided on straight line method at the rate determined, considering the period of lease or at the rate prescribed in

11




       
  schedules    
forming part of the Accounts Continued

   

Schedule XIV of the Companies Act, 1956, whichever is higher. Depreciation on fixed assets other than the leased assets and improvement to leasehold property is provided on written down value method at the rate prescribed in Schedule XIV of the Companies Act, 1956. Additionally, the written down value of an asset falls below Rs. 5,000 or the cost of which is less than Rs. 5,000 is fully depreciated.

The management has decided to capitalize expenditure incurred on software from the current financial year. As a result of this change profit for the period is higher by Rs. 4,470 thousand.

  (vii) Deferred Tax The tax effects of significant temporary differences are reflected through a Deferred Tax Asset / Liability, which has been reflected in the Balance Sheet and the corresponding effect of the same is given in the Profit and Loss Account.
  (viii) Provision for Doubtful Loans and Advances
The policy of provisioning against Non-Performing Loans and Advances has been decided by the management considering prudential norms issued by the Reserve Bank of India for Non Banking Financial Companies except that amounts recovered subsequent to the balance sheet date have not been considered for provisioning. As per the policy adopted, the provision against sub standard assets are fixed on a conservative basis, taking into account management’s perception of the higher risk associated with the business of the Company. Certain Non-Performing Loans and Advances are considered as loss assets and full provision has been made against such assets.
  (ix) Miscellaneous Expenditure
Lease rentals and other revenue expenditure incurred on leased premises prior to occupation of the premises are amortized over the balance period of the lease, starting from the date of occupation of leased premises.
  (x) Foreign Currency Transactions
Expenses and income are recorded at the exchange rate prevailing on the date of transaction. Assets and liabilities at the balance sheet date are restated at the exchange rate prevailing on the Balance Sheet date. Exchange differences arising on settlement of the transaction and on account of restatement of assets and liabilities are dealt with in the profit and loss account.
  (xi) Retirement Benefits
Provident Fund contribution is paid to the Provident Fund Commissioners’ fund while gratuity is covered under schemes with Life Insurance Corporation (LIC) and contribution is made to LIC.
  (xii) Derivatives
    (a) Gains are recognized only on settlement/expiry of the derivative instruments.
    (b) All open positions are marked to market. Mark-to-market gains, if any, are not recognised.
    (c) Debit/ credit balance on open position are shown as current assets/current liabilities, as the case may be.
2.
  
Deferred Tax
The break-up of deferred tax assets into major components is as follows:-
        (Rs. in ’000s)
  Deferred Tax Assets  
  Depreciation 2,290
  Provision for Debtors 760
       
        3,050
       
         
3. Contingent Liabilities  
  (a) Income tax and interest tax matters disputed by the Company Rs. 84,340 thousand (Previous year – Nil).
  (b) Outstanding counter guarantees for subsidiary company as at March 31, 2003 is Rs. 130,000 thousand (Previous year –Rs. 43,500 thousand).
4. Notional Principal outstanding on account of Swaps/Forward Rate Agreements/Foreign Currency Swaps Rs. 161,846,260 thousand (previous year- Rs. 50,550,000 thousand).
5. Loans and advances availed by the Company inclusive of interest accrued thereon but not paid :  
          (Rs. in '000s)
        Amount
outstanding
Amount
overdue
  (a) Unsecured Debentures 2,184,480 NIL
  (b) Inter-corporate loans and borrowing 385,310 NIL
  (c) Commercial Paper 2,270,720 NIL
  (d) Other Loans    
    - Liquidity Adjustment Facility from RBI 8,001,530 NIL
    - Subordinated Bonds issued as Tier III Capital 761,680 NIL
    - Money at Call and Short Notice 4,827,400 NIL
     

    Total 18,431,120 NIL
     

         
        (Rs. in ’000s)
      2002-2003 2001-2002
6   Auditors’ Remuneration    
  (a) Audit Fees 650 590
  (b) Tax Audit & Certification Fees 90 90
  (c) Out of Pocket Expenses 10 10
     

      750 690
     

7. Expenditure in foreign currency
(Travelling & Other expenses)
14,200 6,790
8. Earnings in foreign currency
(Fees towards Advisory Services)
36,850 190
 9. QUANTITATIVE DETAILS OF SECURITIES HELD AS STOCK IN TRADE
  (a)   OPENING AND CLOSING STOCK              
 
  Category Opening Stock   Closing Stock
   
    Face Value   Value   Face Value   Value
    (Rs. in ’000s)   (Rs. in ’000s)   (Rs. in ’000s)   (Rs. in ’000
 
  Government Securities 12,249,820   14,148,290   11,415,830   13,789,000
    (6,400,751)   (6,629,02)   (12,249,820)   (14,148,290)
  Treasury Bills     1,250,000)   1,184,540)
    (48,125)   (45,650)    
  Equity Shares 183,671)   144,490)   61,969)   75,370)
    (186,406)   (186,600)   (183,670)   (144,490)
  Debentures 1,898,721)   1,888,240)   1,553,794)   1,522,910)
    (1,160,737)   (1,094,120)   (1,898,721)   (1,888,240)
  Others 2,877,917)   2,899,320)   2,561,900)   2,567,460)
    (3,388,238)   (3,598,060)   (2,877,917)   (2,899,320)
 
  Total 17,210,129   19,080,340   16,843,493   19,139,280
    (11,184,257)   (11,553,450)   (17,210,128)   (19,080,340)
 
   
             
  (b)   PURCHASES AND SALES              
 
  Category Purchases   Sales
   
 
    Face Value   Value   Face Value   Value
    (Rs. in ’000s)   (Rs. in ’000s)   (Rs. in ’000s)   (Rs. in ’000
 
  Government Securities 364,927,824   410,020,490   365,761,814   411,427,550
    (430,686,605 ) (471,857,440 ) (424,837,536 ) (466,088,120)
  Treasury Bills 59,610,150   57,886,330   58,360,150   56,705,600
    (45,570,300 ) (43,529,670 ) (45,618,425 ) (43,594,170)
  Equity Shares 37,944   47,230   159,645   130,520
    (750 ) (10 ) (3,486 ) (5,540)
  Debentures 20,935,000   21,617,160   21,279,927   22,067,470
    (12,050,000 ) (12,501,850 ) (11,312,016 ) (11,752,130)
  Others 47,721,627   52,974,460   48,037,644   53,357,590
    (23,164,560 ) (24,694,240 ) (23,674,881 ) (25,229,250)
 
Total 493,232,545   542,545,670   493,599,180   543,688,730
    (511,472,215 ) (552,583,210 ) (505,446,344 ) (546,669,210)
 
                 
Note: Figures in parenthesis pertain to previous year.            

12





     
  schedules  
  forming part of the Accounts Continued

10. Related Party Disclosures    
  The Company being a finance company the transactions in the normal course of business have not been disclosed. The following are the details of transactions with related parties:

  (Rs. in ’000s)



Name of the Related Party Type of Transactions Amount



ICICI Bank Limited
– The Holding Company
Establishment Expenses
Dividend paid
Procurement Expenses
Fee Income
Interest Income
111,610
709,920
2,450
2,300
60
ICICI Brokerage Services Limited
– Subsidiary of ICICI Securities Limited
ICICI Infotech Services Limited
– Associate of ICICI Bank Limited

Brokerage Expenses
Establishment Expenses
Fee Income

90
5,760
3,000
ICICI Lombard General Insurance Company Limited
– Subsidiary of ICICI Bank Limited

Establishment Expenses

2,210

 



The control exists over the following parties with whom there are no transactions:  
a.   ICICI Brokerage Services Limited    
(b)   ICICI Securities Holdings Inc.    
(c)   ICICI Securities Inc.    

11. For the purpose of comparison, figures for the previous year have been given, which have been regrouped/reclassified wherever necessary.

Signatures to Schedules A to T
Per our Report attached
For N. M. RAIJI & CO.
Chartered Accountants
    For and on behalf of the Board
       
    K.V. KAMATH
Chairman
     
J. M. GANDHI
Partner
    LALITA D. GUPTE
Director
   
Mumbai, April 17, 2003 ABHIJEET GUIN
Vice President &
Head – Financials
POYNI BHATT
Senior Vice President &
Company Secretary
RAMNI NIRULA
Managing Director & CEO
 

13



     
   
Statement pursuant to Part IV, Schedule VI to the Companies Act, 1956
Balance Sheet Abstract and Company’s General Business Profile

1. Registration Details                          
  Registration No. 1 3 1 9 0 0       State Code 1 1  
   Balance Sheet Date 3 1   0 3   2 0 0 3    
    Date      Month       Year      
2.
Capital Raised during the Year    
  (Amount in Rupees thousand)    
  Public Issue   Bonus Issue
              N I L               N I L
  Rights Issue   Private Placement
              N I L               N I L
       
3. Position of Mobilisation and Deployment of Funds    
  (Amount in Rupees thousand)    
  Total Liabilities and Shareholders’ Funds   Total Assets
    2 1 9 0 9 4 3 0     2 1 8 9 8 4 3 9
  Sources of Funds    
  Paid-up Capital   Reserves and Surplus
      2 0 3 0 0 3 0       1 4 8 0 7 8 0
  Secured Loans   Unsecured Loans
      0 0 0 0 0 0     1 0 3 9 8 6 2 0
  Application of Funds    
  Fixed Assets   Investments
        1 0 7 7 6 0       1 8 7 3 9 5 0
  Net Current Assets   Miscellaneous Expenditure
    1 9 9 2 4 6 7 0               N I L

4.

Performance of Company
(Amount in Rupees thousand)
   
  Turnover   Total Expenditure
      3 0 5 3 1 9 0       1 5 5 9 6 0 0
  Profit before Tax   Profit after Tax
      1 4 9 3 5 9 0       1 0 2 9 4 4 0
  Earning per Share in Rupees   Dividend Rate %
            5 . 0 7               3 5 %

5.

Generic Names of Three Principal Services of the Company
(As per monetary terms)
 
  Item Code No.           : Not Applicable
   
  Product Description : Securities Investment and Trading
                                       Investment Banking Activities and Corporate Finance
 
       


      For and on behalf of the Board
       
    K.V. KAMATH
Chairman
     
      LALITA D. GUPTE
Director
   
Mumbai, April 17, 2003 ABHIJEET GUIN
Vice President &
Head – Financials
POYNI BHATT
Senior Vice President &
Company Secretary
RAMNI NIRULA
Managing Director & CEO
 

14





     
  cash flow statement
  for the year ended March 31, 2003  
    (Rs. in ’000s) March 31, 2002
A. Cash Flow From Operating Activities          
  Profit Before Tax 1,493,590       1,876,170
  – (Profit)/Loss on Sale of Fixed Assets 1,070       5,450
  – Depreciation 15,310       13,440
  – Deferred Revenue Expenses Written Off       43,460
  – Provision for Wealth Tax 100       100
  – Bad and Doubtful Debts (Net) 3,480       7,760
   
     
  Operating Profit before Changes in Operating Assets and Liabilities     1,513,550   1,946,380
  Adjustments for net change in Operating Assets and Liabilities          
  – Current Assets excluding Cash and Cash Equivalents (73,130 )     (7,281,110)
  – Loans and advances relating to Operations (193,330 )     2,606,250
  – Current Liabilities relating to Operations 100,540       (246,150)
   
     
        (165,920 ) (4,921,010)
       
 
  Cash Generated from Operations     1,347,630   (2,974,630)
  Payment of Taxes (Net)     (325,780 ) (568,68)
       
 
  Net Cash from Operating Activities     1,021,850   (3,543,310)
       
 
             
B. Cash Flow From Investment Activities          
  – Acquisition of Equity Investments in Subsidiary Companies     (24,410 )
  – Purchase of Investments     (1,323,110 ) (12,350)
  – Purchase of Fixed Assets (17,490 )     (13,350)
  – Sale of Fixed Assets 530   (16,960 ) 370
   
 
 
  Net cash used in Investment Activities     (1,364,480 ) (25,330)
       
 
C Cash Flow From Financing Activities          
  – Borrowings (net of repayments)     108,740   4,267,680
  – Proceeds from Issue of Debentures     954,360   150,000
  – Payment of Dividends (including Dividend Tax)     (710,510 ) (851,230)
       
 
        352,590   3,566,450
       
 
  Net Cash used in Financing Activities          
  Net Change in Cash & Cash Equivalents     9,960   (2,180)
  Cash and Cash Equivalents at the Beginningof the Year     13,420   15,600
       
 
  Cash and Cash Equivalents at the End of the Year     23,380   13,420
       
 
             

Per our Report attached
For N. M. RAIJI & CO.
Chartered Accountants
    For and on behalf of the Board
       
    K.V. KAMATH
Chairman
     
J. M. GANDHI
Partner
    LALITA D. GUPTE
Director
   
Mumbai, April 17, 2003 ABHIJEET GUIN
Vice President &
Head – Financials
POYNI BHATT
Senior Vice President &
Company Secretary
RAMNI NIRULA
Managing Director & CEO
 

15





       
  statement pursuant to section 212
of the Companies Act, 1956, relating to subsidiary companies 
               
              (Rs. in ’000s)

Sr. No. Name of the Subsidiary Company   ICICI Brokerage
Services Limited
  ICICI Securities
Holdings, Inc.
  ICICI Securities, Inc.

1.  The financial year of the Subsidiary Company ended on   March 31, 2003   March31, 2003   March31, 2003
                 
2. (a) Number of Equity Shares held by ICICI Securities Limited and/or its nominees in the Subsidiary as on March 31, 2003   4,500,700 Equity Shares of Rs. 10 each Fully Paid-up   1,600,000 Equity Shares of US$1.00 per unit Fully Paid up   1,050,000 Equity Shares of US $1.00 per unitFully Paid up held by ICICI Securities Holdings Inc.
                 
  (b) Extent of interest of ICICI Securities Limited in the Capital of the Subsidiary   100%   100%   100%
                 
3   Net aggregate amount of Profits/Losses of the Subsidiary so far as it concerns the Members of ICICI Securities Limited and is not dealt with in the Accounts of ICICI Securities Limited            
                 
  (a) Profits (losses) of the Subsidiary for the financial year ended on March 31, 2003   54,820   3,060   (5,489)
                 
  (b) Profits (losses) for the previous financial years of the Subsidiary since it became Subsidiary o fICICI Securities Limited   89,230   (9,103)   (18,133)
                 
4   Net aggregate amount of Profits/Losses of the Subsidiary so far as dealt with or provisions made for those losses in the Accounts of ICICI Securities Limited            
                 
  (a) Profits of the Subsidiary for the financial year ended on March 31, 2003   Nil   Nil   Nil
                 
  (b) Profits for the previous financial years of the Subsidiary since it became Subsidiary of ICICI Securities Limited   2,250   Nil   Nil


      For and on behalf of the Board
       
    K.V. KAMATH
Chairman
     
      LALITA D. GUPTE
Director
   
Mumbai, April 17, 2003 ABHIJEET GUIN
Vice President &
Head – Financials
POYNI BHATT
Senior Vice President &
Company Secretary
RAMNI NIRULA
Managing Director & CEO
 

16




CONSOLIDATED FINANCIAL STATEMENTS OF
ICICI SECURITIES LIMITED AND ITS SUBSIDIARIES

auditors’ report
to the members of ICICI Securities Limited and Subsidiaries (Group)  

We have audited the attached Consolidated Balance Sheet of ICICI SECURITIES LIMITED and subsidiaries (Group) as at March 31, 2003, the Consolidated Profit and Loss Account and Consolidated Cash Flow Statement of the Group for the year ended on that date. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

We report that:

1.    we have obtained all the information and explanations which, to the best of our knowledge and belief, were necessary for the purpose of our audit;
2. in our opinion, proper books of account as required by law have been kept by the Company so far as appears from our examination of the books;
3. in our opinion, the Balance Sheet and Profit and Loss Account dealt with by this report are in compliance with the Accounting Standards referred to in Section 211 (3C) of the Companies Act, 1956, in so far as they are applicable to the Company;
4. the consolidation has been carried out as per Accounting Standard –
21 ‘Consolidated Financial Statements’ issued by the Institute of the Chartered Accountants of India;
5. in our opinion and to the best of our information and according to the explanations given to us, the said accounts read with the notes thereon, give a true and fair view :
  (i) in the case of the Balance Sheet, of the state of affairs of the group as at March 31, 2003;
  (ii) in the case of the Profit and Loss Account, of the Profit of the group for the year ended on that date; and
  (iii) in the case of Cash Flow Statement, of the cash flows for the year ended on that date.

For N. M. RAIJI & CO.
Chartered Accountants

J. M. GANDHI
Partner

Mumbai, April 17, 2003

 

17




       
  balance sheet    
as at March 31, 2003  
    Schedule       (Rs. in ’000s)   March 31,
2002
SOURCES OF FUNDS              
1. Shareholders’ Funds              
  A. Share Capital A   2,030,030     2,030,030
  B. Reserves and Surplus B   1,595,710     1,225,700
         
     
              3,625,740   3,255,730
2. Loan Funds              
  A. Secured Loans C       8,000,000   11,258,300
  B. Unsecured Loans D       10,398,620   6,077,220
             
 
              22,024,360   20,591,250
             
 
APPLICATION OF FUNDS              
1. Fixed Assets E            
  Gross Block     228,440     233,660
  Less: Depreciation     113,130     117,430
         
     
  Net Block         115,310   116,230
2. Investments F       1,753,920   430,810
3. Deferred Tax Asset         1,970   6,100
4. Current Assets, Loans and Advances              
  A. Current Assets              
    (a) Interest Accrued G   471,180     682,460
    (b) Securities held as Stock-in-Trade H   19,016,780     18,859,430
    (c) Sundry Debtors I   219,160     60,220
    (d) Cash and Bank Balances J   211,780     135,880
  B. Loans and Advances K   2,926,850     2,378,910
         
     
          22,845,750     22,116,900
  Less: Current Liabilities and Provisions : L            
    A. Current Liabilities     453,740     333,310
    B. Provisions     2,238,850     1,745,480
         
     
  NET CURRENT ASSETS         20,153,160   20,038,110
             
 
              22,024,360   20,591,250
             
 
  Notes forming part of the Accounts
and Accounting Policies
T            

       
  profit and loss account    
for the year ended March 31, 2003  
    Schedule       (Rs. in ’000s)   March 31,
2002
INCOME FROM OPERATIONS                
(a) Income from Services   M   288,100       192,840
(b) Interest Income   N   1,307,720       1,675,890
(c) Profit / (Loss) on Securities   O   1,229,250       1,649,600
(d) Other Income   P   379,480       370,490
         
     
            3,204,550   3,888,820
Less: Operating Expenditure                
(a) Financial Charges and                
  Operating Expenses   Q     956,310   1,413,690
             
 
            2,248,240   2,475,130
EXPENDITURE                
Less: Administrative Expenditure                
(a) Payments to and Provisions                
  for Employees   R   247,050       242,900
(b) Establishment Expenses   S   404,180       338,220
(c) Depreciation -       17,070       15,330
         
     
            668,300   596,450
             
 
Profit Before Taxation         1,579,940   1,878,680
Less: Provision for Taxation         494,000   622,980
  Deferred Tax Adjustment         4,130   (20,186)
             
 
Profit After Taxation         1,081,810   1,275,890
  Brought forward from previous years         202,920   116,050
             
 
  Amount available for appropriations         1,284,730   1,391,940
  Transfer to Special Reserve         205,890   255,780
  Transfer to General Reserve         102,940   127,890
  Interim Dividend (Current Year                
  Subject to Tax)         710,510   730,810
  Tax on Dividend           74,540
             
 
  Balance carried to Balance Sheet         265,390   202,920
             
 
                   
                   
  Notes forming part of the Accounts
and Accounting Policies
  T            


Per our Report attached
For N. M. RAIJI & CO.
Chartered Accountants
    For and on behalf of the Board
       
    K.V. KAMATH
Chairman
     
J. M. GANDHI
Partner
    LALITA D. GUPTE
Director
   
Mumbai, April 17, 2003 ABHIJEET GUIN
Vice President &
Head – Financials
POYNI BHATT
Senior Vice President &
Company Secretary
RAMNI NIRULA
Managing Director & CEO
 

18




     
  schedules  
  forming part of the Accounts  
                (Rs. in ’000s)   March 31,
2002
SCHEDULE “A” – SHARE CAPITAL                    
Authorised:                    
50,00,00,000 Equity Shares of Rs. 10 each             5,000,000   5,000,000
               
 
Issued:                    
20,30,02,800 Equity Shares of Rs. 10 each             2,030,030   2,030,030
               
 
Subscribed and Paid up:                    
20,30,02,800 Equity Shares of Rs. 10 each             2,030,030   2,030,030
               
 
                   
Notes :                  
Of the above, 20,28,33,200 ( Previous year - 20,28,33,200) Equity Shares of Rs.10 each are held by ICICI Bank Limited (the holding company) and its nominees.

SCHEDULE “B” – RESERVES AND SURPLUS:                  
                (Rs. in ’000s)








 
  Balance as   Additions/   Deductions/   Balance   Balance
  on April 1,   transfers   transfers   as on   as on
  2002   during the   during the   March 31,   March 31,
      Period   Period   2003   2002


 
 
 
 
Share Premium Account 112,800       112,800   112,800
General Reserve 389,000   102,940     491,940   389,000
Special Reserve (maintained                  
under Section 519,130   205,890     725,020   519,130
45 IC of the RBI Act, 1935)                  
Translation Reserve 1,860       560   1,860
Profit and Loss Account 202,920           265,390   202,920
             
 
Total             1,595,710   1,225,710
             
 
                   
              (Rs. in ’000s   March 31,
2002
SCHEDULE “C” — SECURED LOANS                  
Borrowings from Reserve Bank of India
(Secured by Government Securities of
face value Rs.8,050 million; Previous year -
Rs. 11,271.50 million)
            8,000,000   10,663,900
Repo Borrowings from Banks
(Secured by Underlying Security)
              594,400
             
 
Total             8,000,000   11,258,300
             
 
SCHEDULE “D” — UNSECURED LOANS      
Short Term Loans   1,368,500
Subordinated Bonds issued as Tier III Capital 750,000   500,000
Inter-Corporate Borrowings 380,700   625,000
Money at Call and Short Notice      
   – From Banks 3,440,000   830,000
   – From Others 1,386,700   10,000
Commercial Paper Borrowings 2,270,720   1,527,580
7.00% Debentures 2003 110,000  
(Redeemable at par by April 2003)      
Floating Rate Debenture 500,000  
(Redeemable at par by April 2003)      
Floating Rate Debenture 2003 295,000  
(Redeemable at par by May 2003)      
Floating Rate Debenture 2003 340,500  
(Redeemable at par by June 2003)      
6.05% Debentures 2003 100,000  
(Redeemable at par by April 2003)      
6.10% Debentures 2003 250,000  
(Redeemable at par by April 2003)      
6.00% Debentures 2003 200,000  
(Redeemable at par by June 2003)      
7.55% Debentures 2003 295,000  
(Redeemable at par by May 2003)      
6.25% Debentures 2003 70,000  
(Redeemable at par by April 2003)      
7.75% Debentures 2003 10,000  
(Redeemable at par by April 2003)      
Floating Rate Debenture   768,000
(Redeemable at par by May 2002)      
8.50% Debentures 2002   100,000
(Redeemable at par by April 2002)      
7.95% Debentures 2002   5,640
(Redeemable at par by April 2002)      
8.15% Debentures 2002   45,000
(Redeemable at par by April 2002)      
7.86% Debentures 2002   250,000
(Redeemable at par by April 2002)      
8.45% Debentures 2002     47,500
(Redeemable at par by April 2002)
 
Total 10,398,620   6,077,220
 
 

SCHEDULE “E” – FIXED ASSETS
                      (Rs. in ’000s)












          Gross Block (at Cost)           Net Block
 










  April 1,   Additions   Sale/Adj   March 31,   Additions   Sale/Adj   March 31,   March 31,   March 31,
  2002           2003           2003   2003   2002


















Freehold Land 57,230       57,230         57,230   57,230
Building 10,050       10,050   390     2,710   7,340   7,730
Improvements to Leasehold Property 21,530       21,530   2,630     18,920   2,610   5,240
Plant and Machinery/Electrical Installation 5,980     30   5,950   360     3,820   2,130   2,520
Office Equipment 29,090   5,080   1,330   32,840   2,860   850   16,180   16,660   14,920
Computers & Software 75,620   12,150   18,470   69,300   8,180   17,990   53,140   16,160   12,670
Furniture and Fixtures 21,330   570   1,860   20,040   1,470   1,540   13,150   6,890   8,110
Vehicles 2,760     1,260   1,500   150   950   1,150   350   810
BSE Membership Rights 10,000       10,000   1,000     4,070   5,930   6,930


















Sub-Total 233,590   17,800   22,950   228,440   17,040   21,330   113,130   115,310   116,160


















Capital Work-in-Progress                 70


















Net Block 233,590   17,800   22,950   228,440   17,040   21,330   113,130   115,310   116,230


















Previous Year 235,700   15,000   17,030   233,660   113,300   15,330   11,200   116,230    


















19





       
  schedules    
forming part of the Accounts Continued
 
SCHEDULE “F” – INVESTMENTS - LONG TERM (AT COST, QUOTED UNLESS OTHERWISE STATED)
              (Rs. '000s)








Name of the Company Quantity in   Face Value   March 31,   March
  thousands   per unit (Rs.)   2003   2002








Bonds/Units              
Birla Bond Plus 232.3 (Nil)   10   250,000    
Birla Bond Plus 231.9 (Nil)   10   250,000    
HDFC Short Term Plan 236.8 (Nil)   10   250,000    
JM Short Term Fund 291.3 (Nil)   10   300,480    
JM Short Term Fund 243.5 (Nil)   10   253,440    
Kotak Mahindra 193.5 (Nil)   10   200,000    
Prudential ICICI Short Term Plan 229.3 (Nil)   10   250,000    
ICICI Limited 2002 Nil (500.0)   100     430,810
         
 
Total         1,753,920   430,810
         
 
Notes :              
1.   The aggregate cost and market value of the quoted Investments as at March 31, 2003 is Rs. 1,753,920 thousand and Rs. 1,807,500 thousand respectively (Previous year - Rs. 430, 810 thousand and Rs. 430,800 thousand respectively).

SCHEDULE “G” – INTEREST ACCRUED
           
        (Rs. '000s)   March 31,
2002
On Investments         40,330
On Stock-in-Trade       442,410   611,330
On Loans and Advances       28,770   30,800
       
 
Total       471,180   682,460
       
 

SCHEDULE “H” – SECURITIES HELD AS STOCK IN TRADE







(at lower of cost or market value)
(Quoted unless otherwise stated)
  Total Face Value
(in Rupees thousands)
(Rs. in ’000s) March 31,
2002







Government of India Securities and
Deemed Government of India Securities
           
 6.96% Oil Co Bonds 2009   250,000 (Nil)   251,870  
 7.27% Government of India 2013   300,000 (Nil)   317,080  
 7.40% Government of India 2012   315,000 (Nil)   336,420  
 7.46% Government of India 2017   400,000 (Nil)   426,000  
 7.55% Government of India 2010   300,000 (Nil)   319,500  
 8.07% Government of India 2017   311,800 (Nil)   349,840  
 8.25% Government of India 2005   30 (30)   30   30
 8.35% Government of India 2022   510,700 (Nil)   582,700  
 9.39% Government of India 2011   300,000 (926,500)   355,800   1,027,030
 9.40% Government of India 2012   700,000 (150,000)   836,150   167,100
 9.81% Government of India 2013   200,000 (1,300,000)   249,600   1,483,950
 9.85% Government of India 2015   300,000 (1,335,000)   380,850   1,538,590
 9.90% Government of India 2005   Nil (150,000)     162,450
10.03% Government of India 2019   650,000 (Nil)   843,700  
10.18% Government of India 2026   Nil (175,000)     206,760
10.25% Government of India 2021   100,000 (197,600)   133,100   233,460
10.71% Government of India 2016   Nil (600,000)     727,800
11.00% Government of India 2002   Nil (100)     100
11.00% Government of India 2006   300,000 (130,900)   342,600   150,210
11.03% Government of India 2012   150,000 (Nil)   195,600  
11.10% Government of India 2003   Nil (2,209,780)     2,305,910
11.15% Government of India 2002   Nil (800)     810
11.19% Government of India 2005   200,000 (50,000)   222,100   56,430
11.40% Government of India 2008   2,300,000 (800,000)   2,838,660   967,200
11.50% Government of India 2011   400,000 (2,150,000)   530,800   2,690,730
11.50% Government of India 2007   400,000 (Nil)   475,180  
11.78% Government of India 2003   Nil (39,300)     41,850
11.99% Government of India 2009   2,750,000 (1,050,000)   3,508,690   1,302,000
12.50% Government of India 2004   202,550 (960,000)   214,910   1,060,800
13.80% Government of India 2002   Nil (24,810)     25,080
 6.60% Government of Jammu and Kashmir 2013   30,000 (Nil)   29,150  
 7.80% Government of Andhra Pradesh 2012   10,000 (Nil)   10,500  
 7.80% Government of Maharashtra 2012   10,000 (Nil)   10,500  
 8.30% Government of Kerala 2012   15,400 (Nil)   16,700  
12.50% Government of Maharashtra 2004   10,350 (Nil)   10,970  
       
 
        13,789,000   14,148,290
       
 
             

    Total Face Value
(in Rupees thousands)
 
  (Rs. in '000s)    March 31,
2003
Treasury Bills            
364 Day Treasury Bills 11-07-2003   50,000 (Nil)   47,560  
364 Day Treasury Bills 12-12-2003   100,000 (Nil)   95,690  
364 Day Treasury Bills 20-02-2004   400,000 (Nil)   379,960  
364 Day Treasury Bills 05-03-2004   100,000 (Nil)   94,690  
364 Day Treasury Bills 19-03-2004   600,000 (Nil)   566,640  
91 Day Treasury Bills 01-05-2003   300,000 (Nil)   14,204  
       
 
        1,198,744  
       
 
Zero Coupon Bonds            
Power Finance Corp. Limited 2022   30,900 (Nil)   6,480  
       
 
        6,480  
       
 
Fixed Rate Bonds            
 6.05% Exim Bank of India 2007   200,000 (Nil)   196,000  
 6.20% Exim Bank of India 2008   50,000 (Nil)   47,920  
 6.30% Exim Bank of India 2007   100,000 (Nil)   96,390  
 6.90% Union Bank of India 2010   321,000 (Nil)   313,930  
 7.50% Power Finance Corp. Limited 2009   50,000 (Nil)   50,700  
 7.85% Powergrid Corp. Limited 2005   150,000 (Nil)   152,770  
 8.05% National Thermal Power Corp. Limited 2006 – 2007   450,000 (Nil)   465,470  
 8.63% Powergrid Corp. Limited 2010 – 2016   260,000 (Nil)   278,190  
 8.85% Bharat Heavy Electricals Limited 2008   350,000 (Nil)   371,350  
 8.90% Neyveli Lignite Corp. Limited 2009   Nil (100,000)     98,420
 9.00% Power Finance Corp. Limited 2009   50,000 (Nil)   54,200  
 9.20% Powergrid Corp. Limited 2006   Nil (50,000)     49,760
 9.25% Power Finance Corp. Limited 2012   Nil (334,700)     331,340
 9.70% Canara Bank 2007   Nil (5,000)     5,030
 9.70% Powergrid Corp. Limited 2006 – 2017   Nil (600,000)     584,960
 9.90% Bharat Petroleum Corp. Limited 2008   150,000 (150,000)   162,670   152,880
 9.95% Bharat Petroleum Corp. Limited 2008   100,000 (200,000)   108,550   204,160
10.00% Housing Urban Development Corp. 2012   Nil (90,000)     87,300
10.00% National Thermal Power Corp. Limited 2007 – 2009   Nil (103,200)     103,200
10.00% Steel Authority Of India Limited 2003   Nil (80,000)     79,900
10.40% Bharat Sanchar Nigam Limited 2006   Nil (50,000)     51,080
10.80% Infrastructure Development 2006   Nil (50,000)     52,440
11.55% State Bank Of India 2006   Nil (100,000)     106,880
11.75% ICICI Bank Limited 2002   Nil (5,100)     4,460
12.00% Bharat Petroleum Corp. Limited 2006   Nil (150,000)     159,940
13.75% ICICI Bank Limited 2003   50,000 (50,000)   52,220   52,780
13.75% ICICI Bank Limited 2003   Nil (50,000)     52,460
14.50% National Aluminium Co Limited 2005   150,000 (Nil)   110,620  
16.00% ICICI Bank Limited 2003   Nil (150,000)     166,510
16.00% ICICI Bank Limited 2003   Nil (50,000)     55,600
       
 
        2,460,980   2,399,100
       
 
Debentures            
 5.95% Indogulf Corp. Limited 2008   50,000 (Nil)   47,870  
 6.00% Housing Development Finance Corp. Limited 2005   100,000 (Nil)   97,550  
 6.10% Housing Development Finance Corp. Limited 2008   250,000 (Nil)   240,000  
 6.20% Reliance Industries Limited 2007   350,000 (Nil)   336,870  
 6.30% Housing Development Finance Corp. Limited 2007   200,000 (Nil)   193,500  
 6.45% Reliance Industries Limited 2012   100,000 (Nil)   91,200  
 7.05% Housing Development Finance Corp. Limited 2007   50,000 (Nil)   49,680  
 7.10% LIC Housing Finance Corp. Limited 2009   50,000 (Nil)   48,880  
 7.95% Hindalco Industries Limited 2009   50,000 (Nil)   51,700  
 8.34% BSES Limited 2007   Nil (250,000)     242,800
 8.65% Reliance Industries Limited 2007   50,000 (Nil)   52,380  
 8.80% Housing Development Finance Corp. Limited 2006   50,000 (Nil)   52,780  
 8.85% Grasim Industries Limited 2008   Nil (150,000)     147,090
 9.00% LIC Housing Finance Corp. Limited 2007   Nil (50,000)     49,020
 9.25% LIC Housing Finance Corp. Limited 2009   Nil (50,000)     48,340
 9.60% Gujarat Ambuja Cements Limited 2008   Nil (100,000)     98,340
 9.60% Reliance Industries Limited 2006   Nil (50,000)     49,940
 9.70% Grasim Industries Limited 2008   Nil (100,000)     101,080
 9.75% Hindalco Industries Limited 2008   Nil (250,000)     254,770
 9.75% ICICI Bank Limited 2007   Nil (100,000)     98,020
 9.90% Reliance Industries Limited 2006   Nil (50,000)     50,530
10.10% Grasim Industries Limited 2006   Nil (50,000)     51,200
10.75% Grasim Industries Limited 2005   Nil (50,000)     52,210
11.22% Hindalco Industries Limited 2008   Nil (250,000)     265,930
11.75% Great Eastern Shipping Co Limited 2002 - 2006   Nil (50,000)     50,250
12.70% Reliance Industries Limited 2007   100,000 (Nil)   122,260  
13.00% Reliance Petrochemicals Limited 2004   Nil (50,000)     53,810
13.20% Indian Rayon and Industries Limited 2003   Nil (50,000)     53,120
13.50% Prism Cement Limited 2004   3,105 (1,553)   90   870
       
 
        1,384,760   1,667,320
       
 
20            



     
  schedules  
  forming part of the Accounts Continued
    Total Face Value
(in Rupees thousands)
 
  (Rs. in '000s)    March 31,
2003
             
Debentures (Unquoted)            
10.00% Rama Newsprint & Papers Limited 2004   Nil (90,835)     79,080
12.50% Arvind Mills Limited 2000   Nil (4,092)     3,690
15.00% Pal Peugot Limited 2004   16,160 (16,160)   12,170   12,170
17.50% Grapco Granites Limited 1998   20,000 (20,000)   18,250   18,250
17.50% Grapco Granites Limited 2000   15,000 (15,000)   13,100   13,100
17.50% Grapco Mining Limited 1995   10,000 (10,000)   9,310   9,310
18.00% Parasrampuria Synthetics Limited 1999   20,000 (20,000)   17,620   17,620
19.50% Grapco Granites Limited 1998   20,000 (20,000)   18,920   18,920
20.00% Das Lagerwey 1996   30,000 (30,000)   30,000   30,000
20.00% Veena Textiles Limited 1996   15,000 (15,000)   14,300   14,300
22.00% GTV Spinners Limited 1996   4,529 (4,529)   4,480   4,480
       
 
        138,150   220,920
       
 
Equity            
Balaji Telefilms Limited   43 (Nil)   1,150  
Bharat Forge Limited   1,500 (1,500)   29,700   16,020
Bharat Forge Utilities Limited   750 (750)    
Bhushan Steel Limited   7,828 (7,828)   18,980   12,130
Biochem Synergy Limited   635 (635)    
Britania Industries Limited   2 (Nil)   110  
CRISIL   2 (Nil)   50  
Dabur India Limited   76 (Nil)   270  
Eveready Industries India Limited   5,059 (5,059)   5,200   5,520
Hughes Tele.Com (India) Limited   Nil (121,782)     85,250
India Containers Limited   934 (934)    
Indian Seamless Metaltube Limited   1,000 (1,000)   800   1,040
Inland Printers Limited   7,992 (7,992)    
Jocil Ind Limited   2,371 (2,371)    
Kallam Spinning Mills Limited   4,634 (4,634)    
Nucent Finance Limited   1(1)    
Parakaram Tehcnofab Limited   1,910 (1,910)    
Parasrampuria Synthetics Limited   2,151 (2,151)   10   10
Rama Newsprint Limited   10 (10)    
Shri Renuga Textiles Limited   1,000 (1,000)    
South Indian Bank Limited   3,081 (3,081)   10,990   13,250
Sun Pharmaceuticals Limited   37 (19)   90   90
Sunshield Chemicals Limited   2(2)    
Tata Investment Corp. Limited   768 (768)   5,830   6,590
Unipon Industries Limited   2,177 (2,177)    
United Breweries (Holdings) Limited   41 (Nil)   70  
United Breweries Limited   25 (Nil)   180  
Usha Beltron Limited   625 (625)   3,140   3,340
Usha Martin Infotech Limited   625 (625)   250   1,250
Vickers System Limited   1(1)    
       
 
        76,820   144,490
       
 
Units            
HDFC Liquid Fund Dividend Option   Nil (500,017)     500,230
J M Income Fund Growth Option   4,133 (Nil)   100,000  
       
 
        100,000   500,230
       
 
Total       19,154,934   19,080,350
Less: Provision against Non-performing            
   Assets / Bad debts written off       138,150   220,920
       
 
Grand Total       19,016,780   18,859,430
       
 
Notes :            
1.
  
Certain Debentures which have defaulted for payment on maturity date have been written off. However, the same have been continued to be disclosed as Stock-in-trade to reflect existence of the claim on the Issuer/Seller.
2.
  
The aggregate carrying value and market value of quoted securities as at March 31, 2003 is Rs. 18,916,780 thousand and Rs. 18,919,050 thousand respectively. (Previous year -Rs. 18,359,190 thousand and Rs. 18,369,490 thousand respectively).
  SCHEDULE “I” – SUNDRY DEBTORS (Unsecured)        
      (Rs. is ’000s)   March 31,
2002
(A) Receivables outstanding for a period
exceeding six months:
       
  Considered Doubtful   3,070   3,240
(B) Other Receivables Considered Good :        
  Fees Receivable   13,610   13,290
  Trade Receivables   205,550   46,930
     
 
      222,230   63,460
Less: Provision for Doubtful Debts   3,070   3,240
     
 
Total     219,160   60,220
   
 
SCHEDULE “J” – CASH AND BANK BALANCES            
Cash and Cheques on hand       100   90
In Current Accounts with Scheduled Banks       49,140   27,040
In Current Accounts with Reserve Bank of India       10,040   9,780
Fixed Deposits with Scheduled Banks       152,500   98,970
(Under lien with Stock Exchanges Rs. 133,000
thousand; Previous year Rs. 81,890 thousand))
           
Total       211,780   135,880
       
 
             
SCHEDULE “K” – LOANS AND ADVANCES            
(Unsecured and considered good unless otherwise stated)            
Advances            
(Recoverable in cash or in kind
or for value to be received)
           
Advance Income and Other Tax       2,223,460   1,875,890
Security Deposit for Leased Premises       122,560   228,080
Other Advances and Deposits       61,880   59,090
Application Money for Securities       500,010   200,000
Deposit with stock exchanges       18,940   18,440
       
 
        2,926,850   2,381,500
Less: Provision for Doubtful Advances         2,590
       
 
Total       2,926,850   2,378,910
       
 
             
SCHEDULE “L” – CURRENT LIABILITIES AND PROVISIONS            
(A)  Current Liabilities :            
     Interest Accrued but not due       32,500   77,320
     Sundry Creditors       148,300   94,490
     Sundry Creditors for Expenses       123,370   50,620
     Other Liabilities       148,950   110,720
     Unclaimed Dividends       620   160
       
 
     Total (A)       453,740   333,310
       
 
(B)  Provisions :            
     Income and Other Taxes       2,229,830   1,735,730
     Retirement Benefits       9,020   9,750
       
 
     Total (B)       2,238,850   1,745,480
       
 
             
SCHEDULE “M” – INCOME FROM SERVICES            
Issue Management Fees       20,560   9,300
Financial Advisory Services       73,420   26,060
Syndication Fees       36,490   41,840
Underwriting Commission       3,100   2,530
Brokerage and Commission       154,530   113,110
       
 
Total       288,100   192,840
       
 
             
SCHEDULE “N” – INTEREST INCOME            
Interest on Securities Held as Stock-in-Trade            
   – Stock-in-Trade       1,123,470   1,325,540
Income on Discounted Instruments            
   – Investments       25,510   104,830
   – Stock-in-Trade       102,090   55,760
Interest on Repo and Call Lendings       13,550   85,320
Interest on Inter-Corporate Deposits         40,930
Interest on Deposits for Leased Premises       36,810   48,020
Interest on Income Tax Refund         3,160
Interest on Other Loans and Advances       6,290   12,330
       
 
Total       1,307,720   1,675,890
       
 
SCHEDULE “O” – PROFIT/(LOSS) ON SECURITIES            
Profit on Sale of Investments       1,090   2,520
Sale of Securities   543,914,020       547,023,230
Less: Purchases   542,790,340       552,937,680
   
     
    1,123,680       (5,914,450)
Add/Less: Increase/(Decrease)            
In Closing Stock   74,590       7,526,870
   
     
Profit on Stock-In-Trade       1,198,270   1,612,420
Derivaties       29,890   34,660
       
 
Total       1,229,250   1,649,600
       
 

21



       
  schedules    
forming part of the Accounts Continued 
      (Rs. in ’000s)   March 31, 2002
SCHEDULE “P” – OTHER INCOME            
Dividend Income from Mutual Funds/Companies       350,600   337,090
Recovery against Bad Debts Written Off       27,500   31,920
Miscellaneous Income       1,380   1,480
       
 
Total       379,480   370,490
       
 
SCHEDULE “Q” – FINANCIAL CHARGES AND            
OPERATING EXPENSES            
Interest on Fixed Loans and Debentures       410,030   800,820
Interest on Borrowings from Reserve Bank of India       34,540   111,340
Interest on Repo and Call Borrowings       428,020   361,340
Procurement Expenses       24,180   91,280
Guarantee Commission       480   650
Rating Agency Fees       3,120   3,680
Turnover Fees       10   800
Transaction Charges       9,880   1,220
Brokerage and Stamp Duty       35,990   30,910
Bank Charges       2,940   2,800
Custodial Services       2,670   1,090
Doubtful Debts Written Off / Provided   13,970       10,600
Less: Opening Provision   9,520       2,840
   
     
        4,450   7,760
       
 
Total       956,310   1,413,690
       
 
SCHEDULE “R” – PAYMENTS TO AND            
PROVISIONS FOR EMPLOYEES            
Salaries, Wages and Incentive       230,420   228,410
Contribution to Provident and other Funds       9,340   6,810
Staff Welfare Expenses       7,290   7,680
       
 
Total       247,050   242,900
       
 
SCHEDULE “S” – ESTABLISHMENT AND            
OTHER EXPENSES            
Rent and Amenities       231,570   155,160
Insurance       2,910   1,850
Travelling, Conveyance and Motor Car Expenses       36,310   30,610
Business Promotion Expenses       22,860   3,570
Repairs, Maintenance and Upkeep       19,800   19,460
Rates and Taxes       1,700   1,750
Electricity Expenses       9,180   8,900
Loss on Sale of Fixed Assets       1,090   5,450
Communication Expenses       13,080   14,340
Printing and Stationery       6,570   5,350
Deferred Revenue Expenditure Written Off         43,460
Subscription and Periodicals       18,980   11,250
Professional Fees       8,680   12,750
Advertisement Expenses       70   3,330
Auditors’ Remuneration       2,210   2,340
Miscellaneous Expenses       29,170   18,650
       
 
Total       404,180   338,220
       
 

SCHEDULE “T” – NOTES FORMING PART OF THE ACCOUNTS AND ACCOUNTING POLICIES

Income from Brokerage activities is recognized as income on the trade date of the transaction. Related expenditure incurred for procuring business is accounted for as procurement expenses.
1.   Significant Accounting Policies:
     
  (i) Method of Accounting
     
  The accounts are prepared in accordance with accounting principles generally accepted in India. The Company follows accrual method of accounting.
     
  (ii) Revenue Recognition
     
  In case of non-fund based activities such as issue management, loan syndication, financial advisory services etc., the revenue is recognized based on the stage of completion of assignments and the bills raised for the recovery of fees.
     
(iii) Stock-in-trade and Investments
       
    (a)
  
The securities acquired with the intention of short-term holding and trading positions are considered as stock-in-trade and shown as current assets. Other securities acquired with the intention of long-term holding are considered as ‘Investments’.
       
    (b)
  
In respect of investments, brokerage and stamp duty payable are considered to arrive at the cost. However, in respect of securities held as stock-in-trade, brokerage and stamp duty are written off as revenue expenditure. Commission earned in respect of securities held as stock-in-trade and investments acquired from the primary market and on devolvement are adjusted from the cost of acquisition.
       
    (c)
  
The securities held as stock-in-trade under current assets are valued at cost or market/fair value, whichever is lower. In case of investments transferred to stock-in-trade, carrying amount on the date of transfer is considered as cost. In case of unquoted shares fair value is taken at break-up value of shares as per the latest audited balance sheet of the concerned company. In case of debt instruments, fair value is worked out on the basis of yield to maturity rate selected considering quotes where available and credit profile of the issuer.
       
    (d) The investments are shown in balance sheet at cost. In case of quoted investments, provision for diminution in value of investments is made, if such diminution is of a permanent nature in the opinion of management.
     
  (iv) Repurchase and Resale Transactions (Repo)
       
  As a Primary Dealer, Reserve Bank of India has permitted the Company to enter into Repo transactions. Such transactions are treated as secured borrowing / lending transactions and accordingly disclosed in the financial statements. The difference between purchase and sale consideration is treated as interest and is accounted as income or expenditure, as the case may be, over the period of the contract.
       
  (v) Zero Coupon Instruments
     
    The difference between the acquisition price and maturity value of zero coupon instruments are treated as interest and is recognised as income over the remaining life of the instrument.
  (vi) Fixed Assets and Depreciation
     
    Fixed assets are stated at historical cost. Expenditure incurred on plumbing, flooring and other civil works at leased premises prior to its occupation by the Company have been capitalized as “Improvement to Leasehold Property”.
     
    Depreciation on fixed assets other than the leased assets and improvement to leasehold property is provided on written down value method at the rate prescribed in Schedule XIV of the Companies Act, 1956. Additionally, the written down value of an asset falls below Rs. 5,000 or the cost of which is less than Rs. 5,000 is fully depreciated.
     
    Membership Rights of Stock Exchanges is treated as an asset and the value paid to acquire such rights is amortised over a period of 10 years.
     
    The management has decided to capitalize expenditure incurred on software from the current financial year. As a result of this change profit for the period is higher by Rs. 4,600 thousand.
     
  (vii) Sundry debtors and creditors
     
    Amounts receivable from and payable to clients for broking transactions are recognised on trade date basis and disclosed separately as sundry debtors and creditors.
     
  (viii) Deferred Tax
     
    The tax effects of significant temporary differences are reflected through a deferred tax Asset /Liability, which has been reflected in the Balance Sheet and the corresponding effect of the same is given in the Profit and loss Account.

22




     
  schedules  
  forming part of the Accounts Continued
   
  (ix) Provision for doubtful Loans and Advances
     
     The policy of provisioning against Non Performing Loans and Advances has been decided by the management considering prudential norms issued by the Reserve Bank of India for Non Banking Financial Companies except that amounts recovered for provisioning. As per the policy adopted, the provision against sub standard assets are fixed on a conservative basis, taking into account management’s perception of the higher risk associated with the business of the Company. Certain Non Performing Loans and Advances are considered as loss assets and full provision has been made against such assets.
     
  (x) Miscellaneous Expenditure
     
    Lease rentals and other revenue expenditure incurred on leased premises prior to occupation of the premises are amortized over the balance period of the lease, starting from the date of occupation of leased premises.
 
  (xi) Foreign Currency Transactions
     
    Expenses and income are recorded at the exchange rate prevailing on the date of transaction. Assets and Liabilities at the balance sheet date are restated at the exchange rate prevailing on the Balance Sheet date. Exchange differences arising on settlement of the transaction and on account of restatement of assets and liabilities are dealt with in the profit and loss account.
     
  (xii) Retirement Benefits
     
    Provident Fund contribution is paid to the Provident Fund Commissioners’ fund while gratuity is covered under schemes with Life Insurance Corporation (LIC) and contribution is made to LIC.
     
  (xiii) Derivatives
    (a) Gains are recognized only on settlement / expiry of the derivative instruments.
       
    (b) All open positions are marked to market and the unrealized gains/loss are netted off on a scrip wise basis. Mark-to-market gains, if any, are not recognised.
       
    (c) Debit / credit balance on open position are shown as current assets / current liabilities, as the case may be.
       
2. Contingent Liabilities
       
  (a)
  
Outstanding counter guarantees for subsidiary company, as at March 31, 2003 is Rs. 130,000 thousand (Previous year – Rs. 43,500 thousand).
       
  (b) Income tax and interest tax matters disputed by the Company Rs. 110,960 thousand (Previous year - Nil).
3.
  
Notional Principal outstanding on account of Swaps / Forward Rate Agreements / Currency Swaps Rs. 161,846,260 thousand (Previous yearRs. 50,550,000 thousand).
       
4. Related Party Disclosures
The Company being a finance company the transactions in the normal course of business have not been disclosed. The following are the details of transactions with related parties: -
    (Rs. in ’000s)



   Name of the related Party Type of Transactions Amount



ICICI Bank Limited    
– The Holding Company Establishment Expenses 112,100
  Dividend paid 709,920
  Procurement Expenses 12,290
  Fee Income 2,300
  Brokerage Income 1,520
  Interest Income 6,920
  Guarantee Commission 100
ICICI Infotech Services Limited    
– Associate of ICICI Bank Limited Establishment Expenses 5,760
  Income from Services 3,000
ICICI Lombard General Insurance Co. Limited    
– Subsidiary of ICICI Bank Limited Establishment Expenses 2,210
ICICI Infotech, Inc.    
– Associate of ICICI Bank Limited Establishment Expenses 2,070


The procedure for consolidation of Account is as per Accounting Standard – 21 in case of subsidiary companies. The list of subsidiary companies is given below.
   
1. ICICI Brokerage Services Limited
   
2. ICICI Securities Holdings, Inc.
   
3. ICICI Securities, Inc.
   
  The Company does not have any associate companies.
   
5. Segmental Disclosures
   
  Internally evaluation of performance is based on two business segments ”Investment & Trading“ and ”Advisory & Transaction Services“. These have been considered as a Primary reportable segment. The Company does not have any secondary reportable segment. Following are the disclosures for the two identified segments. This being a finance company, interest and finance costs is allocated to each segment.
   
Segment Wise Revenue, Results and Capital Employed for the year ended March 31, 2003
          (Rs. in ’000s)  
      March 31,   March 31,  
      2003   2002  
  Segment Revenue          
  Investment and Trading   2,876,580   3,640,960  
  Advisory and Transaction Services   296,860   192,850  
  Unallocable Income   31,190   55,010  
     
 
 
      3,204,630   3,888,820  
     
 
 
  Segment Results          
  Investment and Trading   1,957,160   2,385,180  
  Advisory and Transaction Services   259,880   54,720  
     
 
 
      2,217,040   2,439,900  
  Unallocable Expenditure          
  (Net off Unallocable Income)   637,100   561,210  
     
 
 
  Profit Before Tax   1,579,940   1,878,690  
  Less : Tax Expense   498,130   602,800  
     
 
 
      1,081,810   1,275,890  
     
 
 
  Segment Assets          
  Investment and Trading   21,921,370   20,199,560  
  Advisory and Transaction Services   244,960   169,090  
  Unallocable Assets   2,550,840   2,301,380  
     
 
 
      24,717,170   22,670,030  
     
 
 
  Segment Liabilities          
  Investment and Trading   (18,565,510 ) (17,474,290 )
  Advisory and Transaction Services   (49,570 ) (33,040 )
  Unallocable Liabilities   (2,476,350 ) (1,906,960 )
     
 
 
      (21,091,430 ) (19,414,290 )
     
 
 
  Cost of Acquisition of Segment Assets          
  Investment and Trading      
  Advisory and Transaction Services   250   1,210  
     
 
 
      250   1,210  
     
 
 
             
6. For the purpose of comparison, figures for the previous year have been given, which have been regrouped / reclassified wherever necessary.  
     

Signatures to Schedules A to T

Per our Report attached
For N. M. RAIJI & CO.
Chartered Accountants
  For and on behalf of the Board
       
  K.V. KAMATH
Chairman
ABHIJEET GUIN
Vice President &
Head – Financials
     
J. M. GANDHI
Partner
  LALITA D. GUPTE
Director
POYNI BHATT
Senior Vice President &
Company Secretary
   
Mumbai, April 17, 2003   RAMNI NIRULA
Managing Director & CEO
 
 

23



       
  cash flow statement    
for year ended March 31, 2003  
      (Rs. in ’000s)   March 31, 2002  
A. Cash Flow From Operating Activities              
  Profit Before Tax   1,579,940       1,878,680  
  – (Profit)/Loss on Sale of Fixed Assets   1,090       5,450  
  – Depreciation   17,070       15,330  
  – Deferred Revenue Expenses Written off         43,460  
  – Provision for Wealth Tax   100       100  
  – Exchange adjustments   (1,300 )     1,900  
  – Bad and Doubtful Debts (Net)   4,450       7,760  
     
     
 
  Operating Profit before Changes in Operating Assets and Liabilities       1,601,350   1,952,680  
  Adjustments for net change in Operating Assets and Liabilities              
  – Current Assets excluding Cash and Cash equivalents   (105,010 )     (7,226,980 )
  – Loans and advances relating to Operations   (200,400 )     2,612,560  
  – Current Liabilties relating to Operations   115,250       (248,620 )
     
     
 
          (190,160 ) (4,863,040 )
         
 
 
  Cash generated from Operations       1,411,190   (2,910,360 )
  Payment of Taxes (Net)       (347,570 ) (575,310 )
         
 
 
  Net Cash from Operating Activities       1,063,620   (3,485,670 )
         
 
 
                 
B. Cash Flow From Investment Activities              
  – Purchase of Investments       (1,323,110 ) (12,340 )
  – Purchase of Fixed Assets   (17,730 )     (15,000 )
  – Sale of Fixed Assets   530   (17,200 ) 390  
     
 
 
 
  Net cash used in Investment Activities       (1,340,310 ) (26,950 )
         
 
 
                 
C. Cash Flow From Financing Activities              
  – Borrowings (net of repayments)       108,740   4,202,780  
  – Proceeds from Issue of Debentures       954,360   150,000  
  – Payment of Dividends (including Dividend Tax)       (710,510 ) (851,230 )
         
 
 
          352,590   3,501,550  
         
 
 
  Net Cash used in Financing Activities              
  Net Change in Cash & Cash Equivalents       75,900   (11,070 )
  Cash and Cash Equivalents at the beginning of the Year       135,880   146,950  
         
 
 
  Cash and Cash Equivalents at the end of the Year       211,780   135,880  
         
 
 


Per our Report attached
For N. M. RAIJI & CO.
Chartered Accountants
    For and on behalf of the Board
       
    K.V. KAMATH
Chairman
     
J. M. GANDHI
Partner
    LALITA D. GUPTE
Director
   
  ABHIJEET GUIN
Vice President &
Head – Financials
POYNI BHATT
Senior Vice President &
Company Secretary
RAMNI NIRULA
Managing Director & CEO
Mumbai, April 17, 2003

 

24




ICICI BROKERAGE SERVICES LIMITED
 
8TH ANNUAL REPORT AND ACCOUNTS 2002-2003
     
Directors Auditors Registered Office
Ramni Nirula, Chairperson N.M. Raiji & Co. 41/44, Minoo Desai Marg
A. Murugappan Chartered Accountants Colaba, Mumbai 400 005
Meher Baburaj    
Nitin Jain    
Devesh Kumar    
Paresh Shah    
T.S. Baskaran    




directors’ report
 to the members

Your Directors have pleasure in presenting the Eighth Annual Report of ICICI Brokerage Services Limited (the Company) with the audited Statement of Accounts for the year ended March 31, 2003.

OPERATIONS AND FINANCIAL RESULTS

During the year, the Company recorded gross income of Rs. 135.16 million (previous year Rs. 95.81 million). The profit before tax is Rs. 88.80 million (previous year Rs. 16.52 million) and profit after tax is Rs. 54.82 million (previous year Rs. 10.99 million) after provision of Rs. 33.98 million (previous year Rs. 5.53 million) towards tax.

To conserve resources for the business of the Company, your Directors do not recommend payment of dividend for the current year.

BUSINESS ENVIRONMENT AND PERFORMANCE

The Indian capital markets experienced yet another challenging year in 2002-2003 as foreign and domestic inflows into equity market was very weak, with Foreign Institutional Investors‘ (FIIs’) investments dropping by 67%. The benchmark equity index, the Sensex, declined 12.10% in the fiscal year 2002-2003 and underperformed its peers in the region, due to regional geo-political tensions, weakest monsoon in several years and the Iraq crisis. The volatility led to higher than usual trading activity, although this could not be sustained due to poor fund allocations.

Despite the unfavourable environment in 2002-2003, the Company saw a significant improvement in its ranking and profile, with a strong 331% growth in commission income from Rs. 29.4 million in 2001-2002 to Rs. 126.9 million in 2002-2003. The Company managed to increase its presence among institutional clients by increasing its FIIs client base and thereby emerging as a major institutional brokerage house. On the primary market side, the Company was involved with three large banks’ Initial Public Offerings and also in a large rights issue during the year.

The Company’s sales initiatives also registered several firsts, with a successful equity placement of around Rs. 1 billion for a leading media content provider. This was followed by a large deal of a similar kind for a fast growing FMCG company with high brand equity. The Company also successfully executed one of the largest secondary market deals (Rs. 13 billion) in India. This has helped the Company prove its execution ability, thereby moving it into the big league of brokerage houses in terms of ability to source and place large deals with leading FIIs.

Fiscal year 2002-2003 has also seen considerable improvement in the performance of the Derivatives desk, with a majority of the overall derivatives business in this segment serviced by the Company. The Company’s derivatives research capabilities and marketing efforts have positioned it as one of the most respected names in the Indian derivatives market. Going forward, the Company envisages substantial growth opportunities in this segment, by addition of new clients and continuously exploring new client segments.

THE YEAR AHEAD

2003-2004 began on a weak note, due to the tense situation in Iraq, the outbreak of SARS (Severe Acute Respiratory Syndrome) and other events in the sub-continent castings their shadows on the global equities markets in general and India in particular. However, FII inflows continue to be steady and there are nascent signs of a pick up in domestic equity mutual fund activity. A key factor to watch for is an expected shift in global asset allocation in favour of emerging markets after the Iraq situation has stabilized.

On the domestic front, the waiver of long-term capital gains should act as a fillip to the equity markets, as individuals increase allocations to attractively valued equities and pull money out of low-yield fixed income securities.

The Company has successfully managed to move up from gaining acceptance by clients to being acknowledged and appreciated for its trading and execution capabilities. The Company is thus well-positioned to seize the opportunity and going forward, is confident of delivering superior performance.

PUBLIC DEPOSITS

During the year, the Company has not accepted any deposit under Section 58A of the Companies Act, 1956.

DIRECTORS

Devdatt Shah resigned from the Board with effect from December 31, 2002. The Board places on record their appreciation for the valuable advice and guidance given by him during his tenure on the Board.

Ramni Nirula was appointed as an Additional Director with effect from October 10, 2002. In terms of Section 260 of the Companies Act, 1956, she holds office as an Additional Director only up to the forthcoming Annual General Meeting of the Company, and being eligible, offers herself for appointment. Paresh Shah and T.S. Baskaran were appointed as Additional Directors of the Company with effect from April 16, 2003. In terms of Section 260 of the Companies Act, 1956, they hold office as Additional Directors only upto the forthcoming Annual General Meeting of the Company and being eligible offer themselves for appointment as Directors.

In terms of the provisions of the Articles of Association of the Company, Nitin Jain will retire by rotation at the ensuing Annual General Meeting of the Company and being eligible, offers himself for re-appointment.

AUDITORS

The Auditors, M/s. N. M. Raiji & Co., Chartered Accountants, Mumbai, will retire at the ensuing Annual General Meeting. The Board at its Meeting held on April 16, 2003, has proposed their re-appointment as Auditors to audit the accounts of the Company for the financial year ending on March 31, 2004. You are requested to consider their re-appointment.

FOREIGN EXCHANGE EARNING AND EXPENDITURE

During 2002-2003, expenditure in foreign currencies amounted to Rs. 10.18 million. There was no earnings in foreign currencies during the year.

PERSONNEL AND OTHER MATTERS

There are no employees within the purview of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended.

Since your Company does not own any manufacturing facility, the disclosure of information relating to conservation of energy and technology absorption to be disclosed in terms of Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, are not applicable and hence not given.

DIRECTORS’ RESPONSIBILITY STATEMENT

The Directors confirm :

1. that in preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;
   
2. that the Directors had 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 Company at the end of the financial year and of the profit of the Company for that period;
   
3. that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; and
   
4.
  
that the Directors had prepared the annual accounts on a going concern basis.

ACKNOWLEDGEMENTS

Your Directors thank the clients, the Securities and Exchange Board of India, the Stock Exchange, Mumbai, the National Stock Exchange of India Limited, Mumbai, its bankers and statutory authorities for their continued support to the Company.

Your Directors express its gratitude for the unstinted support and guidance received from its shareholders, ICICI Bank Limited and other group companies.

Your Directors also express their sincere thanks and appreciation to all the employees for their commendable teamwork, professionalism and contribution during the year.

For and on behalf of the Board

RAMNI NIRULA
Chairperson

Mumbai, April 16, 2003

 

25




     
  auditors’ report
to the members of ICICI Brokerage Services Limited  

We have audited the attached Balance Sheet of ICICI BROKERAGE SERVICES LIMITED as at March 31, 2003 and the annexed Profit and Loss Account for the year ended on that date. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

(1) As required by the Manufacturing and Other Companies (Auditor’s Report) Order, 1988 issued by the Company Law Board in terms of Section 227(4A) of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order to the extent applicable to the Company.
   
(2) Further to our comments in the Annexure referred to in paragraph (1) above:
   
  (a) we have obtained all the information and explanations which, to the best of our knowledge and belief, were necessary for the purpose of our audit;
   
  (b) in our opinion, proper books of account as required by law have been kept by the Company so far as appears from our examination of the books;
   
(c) the Balance Sheet and Profit and Loss Account dealt with by this Report are in agreement with the books of account of the Company;
   
(d) in our opinion, the Balance Sheet and Profit and Loss Account dealt with by this Report are in compliance with the Accounting Standards referred to in Section 211 (3C) of the Companies Act, 1956 and are in agreement with the books of account;
   
(e) on the basis of written representations received from the Directors, we report that none of the Directors is disqualified as on March 31, 2003 from being appointed as a Director u/s 274(1)(g) of the Companies Act, 1956.
   
(f) in our opinion and to the best of our information and according to the explanations given to us, the said accounts read with the notes thereon, give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view :
   
  (i) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2003; and
   
  (ii) in the case of the Profit and Loss Account, of the Profit of the Company for the year ended on that date.

For N. M. RAIJI & CO.
Chartered Accountants

J. M. GANDHI
Partner

Mumbai, April 16, 2003

annexure to the auditors’ report
 
 
1. The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets. Fixed Assets have been physically verified by the management during the year. No material discrepancies were noticed on such verification.
   
2. None of the fixed assets have been revalued during the year.
   
3. The securities held as stock in trade and in custody of the Company have been physically verified by the management at reasonable intervals. For securities with the custodian and depository participants, statements from them have been obtained on a regular basis.
   
4. The procedures of physical verification of securities followed by the management are reasonable and adequate in relation to the size of the Company.
   
5. No material discrepancies have been noticed on physical reconciliation of stock in custody of the Company, and with the custodian and depository participants as compared to the book stock.
   
6. In our opinion, the valuation of stock-in-trade is fair and proper in accordance with the normally accepted accounting principles and is on the same basis as in the preceding year.
   
7. The Company has taken loans from the companies listed in the register maintained under Section 301 of the Companies Act, 1956. The rate of interest and other terms and conditions of such loans are, prima facie, not prejudicial to the interest of the Company. The Company has taken loans, secured or unsecured, from companies under the same management as defined under Section 370(1B) of the Companies Act, 1956. The rate of interest and other terms and conditions of such loans are, prima facie, not prejudicial to the interest of the Company.
   
8. The Company has neither granted loan to the parties listed in the register maintained under Section 301 of the Companies Act, 1956 nor to the Companies under the same management defined under Section 370 (1B) of the Companies Act, 1956.
   
9. The Company has not accepted any deposits from the public and the provisions of Section 58A of the Companies Act, 1956 and the rules framed thereunder are not applicable to the Company.
   
10. The Company has an adequate internal control procedure commensurate with the size of the Company and the nature of its business in respect of purchase of assets and purchase and sale of securities.
   
11. In our opinion, and according to the information and explanations given to us, services provided and purchase and sale of securities in pursuance of contracts or arrangements listed in the register maintained under Section 301 of the Companies Act, 1956 and aggregating during the year to Rs. 50,000 or more in respect of each party, have been made at prices which are reasonable, having regard to the prevailing market prices for such services/securities.
   
12. In our opinion, the Company has an internal audit system commensurate with the size of the Company and nature of its business.
   
13. The Employees’ Provident Fund Act and Employees’ State Insurance Act are not applicable to the Company.
   
14. As per the records of the Company and according to the information and explanations given to us, no undisputed amounts payable in respect of income tax, wealth tax, sales tax, customs duty and excise duty were outstanding as at March 31, 2003 for a period of more than six months from the date they became payable.
   
15. During the course of our examination of the books of account and according to the information and explanations given to us, no personal expenses of employees or Directors have been charged to revenue account, other than those payable under contractual obligations or in accordance with generally accepted business practice.
   
16. The Company is not an industrial company and hence the provisions of the Sick Industrial Companies (Special Provisions) Act, 1985 will not be applicable.
   
17. In respect of service activities, there is a reasonable system of authorization at proper levels and the system of internal control is commensurate with the size of the Company and nature of its business.
   
18. In respect of the loans and advances granted on the basis of security by way of pledge of shares, debentures and other securities, the Company has maintained adequate documents and records.
19.
  
Proper records have been maintained for the transactions relating to trading in shares, securities, debentures and other investments and entries therein have been made generally on a timely basis. Securities are held by the Company as “Stock-in-trade” and are generally sent for transfer or are held in dematerialised form.

For N. M. RAIJI & CO.
Chartered Accountants

J. M. GANDHI
Partner

Mumbai, April 16, 2003

26




     
  balance sheet
  as at March 31, 2003  
    Schedule       (Rs. in ’000s)   March 31,
2002
I. SOURCES OF FUNDS                
1. Shareholders’ Funds                
  A. Share Capital   A   45,010       45,010
  B. Reserves and Surplus.       144,050       89,230
             
     
                  189,060   134,240
2. Deferred Tax Liability           1,080   1,100
                 
 
                  190,140   135,340
                 
 
II. APPLICATION OF FUNDS                
1. Fixed Assets                
  A. Gross Block   B   14,690       14,470
    Less: Depreciation       7,510       5,920
             
     
    Net Block           7,180   8,550
2. Current Assets, Loans and Advances                
  A. Current Assets:                
    (a) Interest Accrued   C   3,810       2,830
    (b) Securities held as                
      Stock-in-Trade   D   1,450      
    (c) Sundry Debtors   E   48,980       35,610
    (d) Cash and                
      Bank Balances   F   159,870       91,330
                       
  B. Loans and Advances   G   108,940       86,830
             
     
              323,050       216,600
    Less: Current Liabilities                
      and Provisions:   H            
    (a) Current Liabilities       51,200       34,920
    (b) Provisions       88,890       54,890
             
     
  Net Current Assets           182,960   126,790
                 
 
                  190,140   135,340
                 
 
                       
  Notes forming part of the Accounts and Accounting
Policies
  O            

     
  profit and loss account
  for the year ended March 31, 2003  
    Schedule       (Rs. in ’000s)   March 31,
2002
INCOME FROM OPERATIONS                
(a) Brokerage Income       127,700       87,890
(b) Interest Income   I   8,610       6,710
(c) Other Income   J   1,360       1,690
(d) Profit/(Loss) on Securities   K   (2,510)     (480)
         
     
              135,160   95,810
Less: Financial Charges and                
  Operating Expenses   L       31,580   65,090
             
 
              103,580   30,720
EXPENDITURE                
(a) Payments to and provisions                
  for Employees   M   1,490       1,050
(b) Establishment and                
  other Expenses   N   11,690       11,380
(c) Depreciation       1,600       1,770
         
       
              14,780   14,200
             
 
Profit before Taxation           88,800   16,520
Less: Provision for Taxation           34,000   5,300
  Deferred Tax Adjustment           (20 ) 234
             
 
                   
Profit after Taxation           54,820   10,990
Brought forward from previous years           89,230   78,240
           
 
Balance carried to Balance Sheet           144,050   89,230
             
 
                   
Notes forming part of the Accounts
and Accounting Policies
  O            
                   

 
Per our Report attached For and on behalf of the Board
   
For N.M. RAIJI & CO.
Chartered Accountants
RAMNI NIRULA
Chairperson
   
J.M. GANDHI
Partner
DEVESH
Director
   
Mumbai, April 16, 2003  

 

27




     
  schedules  
forming part of the Accounts  
    (Rs. in ’000s)   March 31, 2002
A. SHARE CAPITAL:        
  Authorised:        
  25,000,000 Equity Shares of Rs. 10 each   250,000   250,000
     
 
  Issued:        
  4,500,700 Equity Shares of Rs. 10 each   45,010   45,010
     
 
  Subscribed and Paid-up:        
  4,500,700 Equity Shares of Rs. 10 each   45,010   45,010
     
 
  The entire share capital of the Company is held by ICICI Securities Limited (the Holding Company) and its nominees.        

B. FIXED ASSETS:                              

    Gross Block (At Cost)   Accumulated Depreciation   Net Block
   
 
 
    April 1,   Additions   Sale/Adj.   March 31,   Additions   Sale/Adj.   March 31,   March 31,   March 31,
    2002           2003           2003   2003   2002

                                     
  Computers & Software 2,310   240     2,550   400     1,820   730   890
  Office Equipment 1,130   10   30   1,110   60   10   710   400   470
  Improvements to Leasehold Property 1,030       1,030   140     910   120   260
  BSE Membership Rights 10,000       10,000   1,000     4,070   5,930   6,930
   
  Total 14,470   250   30   14,690   1,600   10   7,510   7,180   8,550
   
                                     
Previous Year 13,260   1,210     14,470   1,770     5,920   8,550    


            (Rs. in 000s) March 31,
2002
C. INTEREST ACCRUED:                
  On Fixed Deposits           3,810   2,830
             
 
  Total           3,810   2,830
             
 
                   
D. SECURITIES HELD AS STOCK-IN-TRADE:       Face Value        
  (At cost or market value whichever is lower)       (in Rupees)        
  EQUITY SHARES                
  Balaji Telefilms Limited       40,000 (Nil)   1,080  
  Britannia Industries Limited       2,150 (Nil)   110  
  Crisil Limited       740 (Nil)   20  
  United Breweries (Holdings) Limited       40,700 (Nil)   70  
  United Breweries Limited       24,940 (Nil)   170  
  PREFERENCE SHARES                
  6% Sun Pharmaceuticals Limited       10,216 (Nil)    
             
 
  Total           1,450  
             
 
  Note: The aggregate carrying value and market value of quoted
          securities as at March 31, 2003 is Rs. 1,450 thousand and
               
            Rs. 1,450 thousand respectively (previous year - NIL).                
                   
E. SUNDRY DEBTORS (Unsecured):                
  Considered Good                
  (less than six months)                
  Trade Receivables           48,980   35,610
             
 
  Total           48,980   35,610
             
 
                   
28                  



     
  schedules  
  forming part of the Accounts Continued
      (Rs. in ’000s)   March 31, 2002
F. CASH AND BANK BALANCES:            
  In Current Accounts with
Scheduled Banks
    8,370   9,440  
               
  Fixed Deposits with Scheduled Banks     151,500   81,890  
  (Under Lien with Stock Exchanges            
  Rs. 133,000 thousand, previous year            
  Rs. 81,890 thousand))    
 
 
  Total     159,870   91,330  
       
 
 
               
G. LOANS AND ADVANCES:            
  (Unsecured and considered good)            
  Advances:            
  (Recoverable in cash or in kind or            
  for value to be received)            
  Advance income and other taxes     88,570   66,770  
  Deposit with stock exchanges     18,940   18,440  
  Other advances and deposits     1,430   1,620  
       
 
 
  Total     108,940   86,830  
       
 
 
               
H. CURRENT LIABILITIES AND PROVISIONS:            
  (A) Current Liabilities:            
  Trade Creditors     48,220   33,050  
  Other Sundry Creditors     2,470   1,460  
  Other Liabilities     510   410  
       
 
 
  Total (A)     51,200   34,920  
       
 
 
  (B) Provisions:            
  Income and Other Taxes     88,890   54,890  
       
 
 
  Total (B)     88,890   54,890  
       
 
 
               
I. INTEREST INCOME:            
  Interest income on Fixed Deposits     8,610   6,270  
  Interest Income on -            
  Inter Corp Deposits Lent       440  
       
 
 
  Total     8,610   6,710  
       
 
 
               
J. OTHER INCOME:            
  Fees for Services     150   50  
  Dividend Income     290   1,640  
  Miscellaneous Income     920    
       
 
 
  Total     1,360   1,690  
       
 
 
               
K. PROFIT/(LOSS) ON SECURITIES:            
  On Securities held as Stock-in-Trade            
  Sales 225,310       354,020  
  Less: Purchases 230,470       354,470  
   
     
 
    (5,160)       (450 )
  Add/(Less): Increase/(Decrease)            
                      in Closing Stock 1,450   (3,710 ) (30 )
   
         
  On Derivatives     1,200    
       
 
 
  Total     (2,510 ) (480 )
       
 
 
               
L. FINANCIAL CHARGES AND OPERATING EXPENSES:            
  Interest on Fixed Loans     1,440   2,300  
  Procurement Expenses     21,490   58,830  
  Turnover Fees     10   800  
  Transaction Charges     2,110   760  
  Custodial and Depository Charges     970   350  
  Guarantee Commission     480   650  
  Stamp Duty     5,010   1,360  
  Bank Charges     70   40  
       
 
 
               
  Total     31,580   65,090  
       
 
 
               
M. PAYMENTS TO AND PROVISIONS FOR EMPLOYEES:            
  Salaries, Wages and Incentive     1,460   1,020  
  Staff Welfare Expenses     30   30  
       
 
 
               
  Total     1,490   1,050  
       
 
 
               
N. ESTABLISHMENT AND OTHER EXPENSES:            
  Rent and Amenities     6,120   6,120  
  Insurance     110   230  
  Travelling, Conveyance and            
  Motor Car Expenses     120   250  
  Repairs, Maintenance and Upkeep     850   720  
  Rates and Taxes     10   30  
  Loss on Sale of Fixed Assets     20    
  Communication Expenses     1,140   1,200  
  Printing and Stationery     500   30  
  Subscription and Periodicals     670   280  
  Professional Fees     1,800   1,210  
  Auditors' Remuneration     290   290  
  Miscellaneous Expenses     60   1,020  
       
 
 
  Total     11,690   11,380  
       
 
 

29



     
  schedules  
forming part of the Accounts Continued
O. NOTES FORMING PART OF THE ACCOUNTS AND ACCOUNTING POLICIES:
   
1. Significant Accounting Policies
     
  (ii) Revenue Recognition
     
 
  
Income from Brokerage activities is recognised as income on the trade date of the transaction. Related expenditure incurred for procuring business is accounted for as procurement expenses.
  (iii) Investments and Stock-in-trade
       
    (a)
  
The securities acquired with the intention of short-term holding and trading positions are considered as stock-in-trade and shown under current assets. Other securities acquired with the intention of long-term holding are considered as ‘Investments’.
       
    (b)
  
In respect of securities held as stock-in-trade, brokerage and stamp duty are written-off as revenue expenditure. The cost of investment includes brokerage and stamp duty payable.
    (c) The securities held as stock-in-trade under current assets are valued at cost or market / realisable value, whichever is lower.
       
    (d)
  
Investments are shown in the Balance Sheet at cost. In case of quoted investments, provision for diminution in value of investments is made, if such diminution is of a permanent nature in the opinion of the management.
     
  (iv) Derivatives
       
    (a) Gains are recognised only on settlement/ expiry of the derivative instruments.
       
    (b)
  
All open positions are marked to market and the unrealized gains/loss are netted off on a scripwise basis. Mark-to-market gains, if any, are not recognised.
       
    (c) Debit/credit balance on open position are shown as current assets/current liabilities, as the case may be.
     
  (v) Fixed Assets and Depreciation/Amortisation
   
  Fixed assets are stated at historical cost.
   
  Depreciation on value of improvements to leasehold property is provided on straight line method at the rate determined, considering the period of the lease or at the rate prescribed in Schedule XIV of the Companies Act, 1956, whichever is higher.
   
  Membership Rights of Stock Exchanges is treated as an asset and the value paid to acquire such rights is amortised over a period of 10 years.
   
  Depreciation on fixed assets other than improvements to leasehold property and Membership Rights of Stock Exchanges, is provided on written down value method at the rates prescribed in Schedule XIV of the Companies Act, 1956. Additionally, the written down value of an asset falls below Rs. 5,000 or the cost of which is less than Rs. 5,000 is fully depreciated.
   
  The management has decided to capitalize expenditure incurred on software from the current financial year. As a result of this change, profit for the year is higher by Rs. 130 thousand.
   
(vi) Sundry Debtors and Creditors
     
    Amounts receivable from and payable to clients for broking transactions are recognised on trade date basis and disclosed separately as sundry debtors and creditors.
     
  (vii) Deferred Tax
     
    The tax effects of significant temporary differences are reflected through a deferred tax Asset / Liability, which has been reflected in the Balance Sheet and the corresponding effect of the same is given in the Profit and Loss Account.
     
  (viii) Foreign Currency Transactions
     
    Expenses and income are recorded at the exchange rate prevailing on the date of transaction. Assets and liabilities at the balance sheet date are restated at the exchange rate prevailing on the Balance Sheet date. Exchange differences arising on settlement of the transaction and on account of restatement of assets and liabilities are dealt with in the profit and loss account.
   
2. Deferred Tax
   
  The break-up of deferred tax assets and liabilities into major components is as follows:

    (Rs. in ’000s)  
  Deferred Tax Liability    
  Depreciation 1,180  
  Less: Deferred Tax Assets    
  Preliminary Expenses 100  
   
 
    1,080  
   
 
       
3. Contingent Liabilities
     
  (a)
  
Income tax matters disputed by the Company Rs. 26,620 thousand (Previous year – Nil).
  (b)
  
Outstanding bank guarantees amounting to Rs. 130,000 thousand provided to Stock Exchanges (Previous year – Rs. 43,500 thousand).
4. Retirement Benefits

  At present, there is no liability towards retirement benefits.
 
5. Auditors’ Remuneration     (Rs. in ’000s)  
        2002-2003   2001-2002  
  (a) Audit Fees 130   130  
  (b) Tax Audit and Certification Fees 150   150  
  (c) Out-of-Pocket Expenses 10   10  
       
 
 
        290   290  
       
 
 
6. Expenditure in Foreign Currency        
  Procurement & other expenses 10,180   30  
             
7. Quantitative Details                  
(a) Details of Opening and Closing Stock               (Rs. in ’000s)  
 
 
  CATEGORY   OPENING STOCK   CLOSING STOCK  
        Face Value   Value   Face Value   Value  
 
 
  EQUITY       120   1,450  
        3   30      
 
 
(b) Details of Purchases and Sales during the year               (Rs. in ’000s)  
 

 
  CATEGORY   PURCHASES   SALES  
        Face Value   Value   Face Value   Value  
 
 
  EQUITY   11,880   230,470   11,770   225,310  
        (16,150)   (354,470)   (16,160)   (354,020)  
 
 
  Note: Figures in parenthesis pertain to previous year.  
8.          Related Party Disclosures:    
            The following are the details of transactions with related parties: -    
  (Rs. in ’000s)  



 
Name of the Related Party Type of Transactions Amount  



 
ICICI Bank Limited – The Parent Company Brokerage Income 1,520  
ICICI Bank Limited – The Parent Company Interest Income 6,860  
ICICI Bank Limited – The Parent Company Procurement Expenses 10,030  
ICICI Bank Limited – The Parent Company Guarantee Commission 100  
ICICI Securities Limited Brokerage Income 90  
   – The Holding Company      
ICICI Securities, Inc. Procurement Expenses 9,840  
   – Subsidiary of Holding Company      


9. For the purpose of comparison, figures for the previous year have been given, which have been regrouped/reclassified wherever necessary.
   

  Signatures to Schedules A to O  
    For and on behalf of the Board
Per our Report attached    
For N.M. RAIJI & CO.
Chartered Accountants
  RAMNI NIRULA
Chairperson
 
J.M. GANDHI
Partner
  DEVESH KUMAR
Director
 
Mumbai, April 16, 2003    
     
30    


     
   
  Statement pursuant to Part IV, Schedule VI to the Companies Act, 1956
Balance Sheet Abstract and Company’s General Business Profile
1. Registration Details                          
  Registration No.       8 6 2 4 1   State Code 1 1  
   Balance Sheet Date 3 1   0 3   2 0 0 3    
    Date      Month       Year      
2.
Capital Raised during the Year    
  (Amount in Rupees Thousands)    
  Public Issue   Bonus Issue
              N I L               N I L
  Rights Issue   Private Placement
              N I L               N I L
       
3. Position of Mobilisation and Deployment of Funds    
  (Amount in Rupees Thousands)    
  Total Liabilities and Shareholders' Funds   Total Assets
        1 9 0 1 4 0         1 9 0 1 4 0
  Sources of Funds    
  Paid-up Capital   Reserves and Surplus
          4 5 0 1 0         1 4 4 0 5 0
  Secured Loans   Unsecured Loans
              N I L               N I L
       
  Application of Funds    
  Fixed Assets   Investments
            7 1 8 0               N I L
  Net Current Assets   Miscellaneous Expenditure
        1 8 2 9 6 0               N I L
       
4. Performance of Company
(Amount in Rupees Thousands)
   
  Turnover   Total Expenditure
        1 3 5 1 6 0           4 6 3 6 0
  Profit before Tax   Profit after Tax
          8 8 8 0 0           5 4 8 2 0
  Earning per Share in Rupees   Dividend Rate %
          1 2 . 1 8               N I L
5. Generic Names of Principal Products/Services of the Company
(As per Monetary Terms)
 
  Brokerage commission from primary market operations
Brokerage commission from secondary market operations
   
  Income from trading in securities    

   
  For and on behalf of the Board
   
   
  RAMNI NIRULA
Chairperson
 
  DEVESH KUMAR
Director
Mumbai, April 16, 2003

31



ICICI SECURITIES HOLDINGS, INC.
 
3RD ANNUAL REPORT AND ACCOUNTS 2002-2003

Directors Auditors Registered Office
Sripat Pandey, President N.M. Raiji & Co. 1013 Centre Road
Meher Baburaj Chartered Accountants City of Wilmington
Nitin Jain   County of New Castle
    Delaware 19805

directors’ report
 to the members

Your Directors have pleasure in presenting the Third audited Statement of Accounts of ICICI Securities Holdings, Inc. (the Company) for the year ended March 31, 2003.

OPERATIONS

The Company, a wholly owned subsidiary of ICICI Securities Limited (formerly ICICI Securities and Finance Company Limited) provides corporate advisory services to the investors in the United States of America (U.S.A.) who wish to enter the Indian financial market and Indian investors who wish to enter the financial market in the U.S.A.

BUSINESS ENVIRONMENT AND OVERALL PERFORMANCE

Business environment in the U.S.A. remained lackluster during the year under review. However, despite adverse business environment, the Company created some good business opportunities for its Indian clients as the slowdown in the U.S. economy had presented good opportunities for the Indian companies to acquire businesses in the U.S.A. at reasonable valuation. Small businesses who have suffered even worse and poor succession planning in the U.S. businesses could provide good opportunities for Indian companies to acquire small U.S. companies. At the same time many U.S. companies are looking at India as an out-sourcing destination. This phenomenon can be observed across industries such as auto, software services, business process outsourcing, pharmaceuticals.

During the year, the Company advised its Indian clients to acquire businesses in the U.S. The Company successfully closed certain transactions in the U.S. and improved upon its previous year’s performance. The Company is playing an important role of filling the gap by advising companies on both sides. The Company generated total revenues of Rs. 30.64 million during the year as compared to Rs. 20.05 million in the financial year 2001-2002.

DIRECTORS

During the year there were no changes in the composition of the Board. Sripat Pandey, Meher Baburaj and Nitin Jain continue as Directors of the Company.

AUDITORS

The Auditors, M/s. N. M. Raiji and Co., Chartered Accountants, Mumbai, appointed pursuant to the provisions of the Companies Act, 1956, will retire at the ensuing Annual General Meeting and offer themselves for re-appointment.

ANNUAL ACCOUNTS OF SUBSIDIARY

As required under Section 212 of the Companies Act, 1956, the audited statements of accounts for the financial year 2002-2003, together with the reports of Directors and Auditors for the year ended March 31, 2003, of the subsidiary company namely ICICI Securities, Inc. are attached.

DIRECTORS’ RESPONSIBILITY STATEMENT

The Directors confirm:

1.
  
that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;
2.
  
that the Directors had 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 Company at the end of the financial year and of the profit or loss of the Company for that period;
3.
  
that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and
4.
  
that the Directors had prepared the annual accounts on a going concern basis.

For and on behalf of the Board

Mumbai, April 16, 2003

Director

32




     
  auditors’ report  
  to the members of ICICI Securities Holdings, Inc.  

We have audited the attached Balance Sheet of ICICI SECURITIES HOLDINGS, INC. as at March 31, 2003 and the annexed Profit and Loss Account for the year ended on that date. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

(1)
  
As required by the Manufacturing and Other Companies (Auditor’s Report) Order, 1988 issued by the Company Law Board in terms of Section 227(4A) of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in the said Order to the extent applicable to the Company.
   
(2) Further to our comments in the Annexure referred to in paragraph (1) above:
     
  (a)
  
we have obtained all the information and explanations which, to the best of our knowledge and belief, were necessary for the purpose of our audit;
     
  (b) in our opinion, proper books of account as required by law have been kept by the Company so far as appears from our examination of the books;
     
  (c) the Balance Sheet and Profit and Loss Account dealt with by this Report are in agreement with the books of account of the Company;
     
  (d) in our opinion, the Balance Sheet and Profit and Loss Account dealt with by this report are in compliance with the Accounting Standards referred to in Section 211 (3C) of the Companies Act, 1956 and are in agreement with the books of account;
     
  (e) on the basis of written representations received from the Directors, we report that none of the Directors is disqualified as on March 31, 2003 from being appointed as a Director u/s 274(1)(g) of the Companies Act, 1956.
     
  (f) in our opinion, to the best of our information and according to the explanations given to us, the said accounts read with the notes thereon, give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view:
     
    (i) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2003; and
       
    (ii) in the case of the Profit and Loss Account, of the Profit for the year ended on that date.
   
  For N. M. RAIJI & CO.
Chartered Accountants
 
   
  J. M. GANDHI
Partner
 
Mumbai, April 16, 2003  

annexure
to the auditors’ report

1.
  
In our opinion, clauses of Manufacturing and Other Companies (Auditor’s Report) Order, 1988, numbering (iii), (iv), (v), (vi), (vii), (viii), (ix), (xi), (xii), (xiii), (xiv), (xvi), (xviii) and (xx) are not applicable for the current year.
2.
  
The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets. Fixed Assets have been physically verified by the management during the year. No material discrepancies were noticed on such verification.
3.
  
None of the fixed assets have been revalued during the year.
4.
  
The Company has an adequate internal control procedure commensurate with the size of the Company and the nature of its business in respect of purchase and sale of assets and services.
5.
  
During the year there is no internal audit system for the Company. In the opinion of the management, considering the size of operations and the structure of the Company, internal audit system is not required.
6.
  
This being a Foreign Company, Provident Fund Act and Employees’ State Insurance Corporation Act are not applicable.
7.
  
During the course of our examination of the books of account and according to the information and explanations given to us, no personal expenses of employees or Directors have been charged to revenue account, other than those payable under contractual obligations or in accordance with generally accepted business practice.
8.
  
In respect of services activities:
  (a)
  
the system of allocating man-hours utilized to the relative jobs, is not yet formalized;
  (b)
  
there is a reasonable system of authorization at proper levels and adequate system of internal control commensurate with the size of the Company and nature of its business.
  For N. M. RAIJI & CO.
Chartered Accountants
 
  J. M. GANDHI
Partner
 
Mumbai, April 16, 2003  

33



     
  balance sheet  
as at March 31, 2003  
    Schedule       (Rs. in ’000s)   March 31,
2002
SOURCES OF FUNDS              
Shareholders’ Funds              
A. Share Capital A       75,025.00   50,610.00
B. Reserves & Surplus B       (7,069.05)   (9,589.10)
             
 
              67,955.95   41,020.90
             
 
APPLICATION OF FUNDS              
1. Fixed Assets C            
  Gross Block     642.98       660.79
  Less: Depreciation     270.55       114.52
         
     
  Net Block         372.43   546.27
2. Investments D       48,309.55   48,309.55
3. Current Assets,              
  Loans & Advances              
  A. Current Assets -              
    (a)    Interest Accrued E   27.53      
    (b)    Sundry Debtors F        
    (c)    Securities held              
            as Stock-in-Trade G   14,204.45      
    (d)    Cash & Bank              
    Balances H   7,156.50       6,261.92
  B. Loans & Advances I   140.20       96.62
         
     
          21,528.68       6,358.54
      Less: Current Liabilities &              
    Provisions: J   2,254.71       14,193.46
         
     
  Net Current Assets         19,273.97   (7,834.92)
             
 
              67,955.95   41,020.90
             
 
  Notes forming part of the Accounts and Accounting Policies Q            

     
  profit and loss account  
for the year ended March 31, 2003  
    Schedule       (Rs. in ’000s)   March 31,
2002
Income from Operations              
(a) Income from Services K   16,062.64      
(b) Interest Income L   28.10      
(c) Other Income M   14,547.30       20,046.60
         
     
              30,638.04   20,046.60
    Less: Operating Expenditure              
  Financial Charges and              
  Operating Expenses N       1,093.59   131.27
             
 
              29,544.45   19,915.33
Expenditure              
Less: Administrative Expenditure              
(a) Payments to and Provisions              
  for Employees O   14,324.31       9,979.92
(b) Establishment and              
  Other Expenses P   11,998.02       9,643.57
(c) Depreciation     162.48       112.01
         
     
              26,484.81   19,735.50
             
 
Profit Before Taxation         3,059.64   179.83
Less: Provision for Taxation          
Profit After Taxation         3,059.64   179.83
                   
  Brought forward from
previous years
        (9,103.00)   (9,282.83)
             
 
  Amount available for
appropriations
        (6,043.37)   (9,103.00)
  Balance carried to
Balance Sheet
        (6,043.37)   (9,103.00)
             
 
  Notes forming part of the Accounts and Accounting Policies Q            


  For and on behalf of the Board
Per our Report attached  
For N. M. RAIJI & CO.
Chartered Accountants
SRIPAT PANDEY
President
J. M. GANDHI
Partner
NITIN JAIN
Director
Mumbai, April 16, 2003  

34



     
  schedules  
  forming part of the Accounts  
    (Rs. in '000s)   March 31,
2002
 
A. SHARE CAPITAL              
  Authorised:              
  10,000,000 Equity Shares of USD 1 each              
  Issued, Subscribed and Paid up:              
  Common stock, USD 1 par value; 1,600,000 shares       75,025.00   50,610.00  
         
 
 
B. RESERVES AND SURPLUS              
      Balance as on   Balance as on   Balance as on  
      April 1, 2002   March 31, 2003   March 31, 2002  
  Profit and Loss Account   (9,103.00 ) (6,043.37 ) (9,103.00 )
  Translation Reserve       (1,025.68 ) (486.10 )
         
 
 
  Total       (7,069.05 ) (9,589.10 )
         
 
 

C.   FIXED ASSETS                                    

 
  Gross Block (At Cost)   Accumulated Depreciation   Net Block  
 
 
 
 
  April 1,
2003
  Additions   Sale/Adj.   March 31,
2003
  Additions   Sale/Adj.   March 31,
2003
  March 31,
2003
  March 31,
2002
 

 
Office Equipment 362.89   (9.78)     353.11   115.10     211.89   141.22   266.10  
Furniture and Fixtures 297.90   (8.03)     289.87   40.93     58.66   231.21   280.17  

 
Total 660.79   (17.81)     642.98   156.03     270.55   372.43   546.27  

 
Previous period 227.93   432.86     660.79   114.52     114.52   546.27      

 
Note :  
1. Fixed Assets includes Translation Reserve of Rs.17.81 Thousand  
2. Depreciation for the year includes Translation Reserve of Rs.3.09 Thousand  

D. INVESTMENTS - LONG TERM (at cost)              
  Name of the Company Quantity in thousands   FV per unit (Rs.)   (Rs. in ’000s)   March 31, 2002
  In Equity Shares of Subsidiary Company              
  - Unquoted and fully paid up              
  ICICI Securities, Inc. 1,050.00   *   48,309.55   48,309.55
           
 
  Total         48,309.55   48,309.55
           
 
  * Face Value of US Dollar 1.00 per unit.              
                 
E. INTEREST ACCRUED              
  On Stock-in-Trade         27.53  
           
 
  Total         27.53  
           
 
F. SUNDRY DEBTORS (Unsecured)              
  (A) Receivables outstanding for a period              
        exceeding six months:              
        Considered Doubtful         949.70  
        Less: Provision for Doubtful Debts         949.70  
           
 
  Total          
           
 
                 
G. SECURITIES HELD AS STOCK IN TRADE              
  (at lower of cost or market value)     Total Face Value        
  (Quoted unless otherwise stated)     (in Rs. thousands)        
  91 Day Treasury Bills 01-05-2003     14,246 (Nil)   14,204.45  
           
 
            14,204.45  
           
 
H. CASH AND BANK BALANCES              
  In Current Accounts with Banks         7,156.50   6,261.92
           
 
  Total         7,156.50   6,261.92
           
 

35




     
  schedules  
forming part of the Accounts Continued
    (Rs. in '000s)   March 31,
2002
I. LOANS AND ADVANCES          
  (Unsecured and considered good          
  unless otherwise stated)          
             
  Advances :          
  (Recoverable in cash or in kind or          
  for value to be received)          
  Other Advances and Deposits     46.18  
  Security Deposit for Leased Premises     94.02   96.62
       
 
  Total     140.20   96.62
       
 
J. CURRENT LIABILITIES AND PROVISIONS          
  Sundry Creditors for Expenses     2,254.71   14,193.46
       
 
  Total     2,254.71   14,193.46
       
 
             
K. INCOME FROM SERVICES          
  Financial Advisory Services     16,062.64  
       
 
  Total     16,062.64  
       
 
             
L. INTEREST INCOME          
  Income On Discounted Instruments          
  – Stock in Trade     28.10  
       
 
  Total     28.10  
       
 
             
M. OTHER INCOME          
  Service Charges     14,547.30   20,046.60
       
 
  Total     14,547.30   20,046.60
       
 
             
N. FINANCIAL CHARGES AND          
  OPERATING EXPENSES          
  Bank Charges     123.77   131.27
  Doubtful Debts Provided 969.82        
  Less : Opening Provision        
   
       
        969.82  
       
 
  Total     1,093.59   131.27
       
 
             
O. PAYMENTS TO AND PROVISIONS FOR EMPLOYEES          
  Salaries, Wages and Incentive     14,323.92   8,452.56
  Staff Welfare Expenses     0.39   1,527.36
       
 
  Total     14,324.31   9,979.92
       
 
             
P. ESTABLISHMENT AND OTHER EXPENSES          
  Rent and Amenities     1,449.42   1,788.36
  Insurance     673.79   565.84
  Travelling, Conveyance and          
  Motor Car Expenses     3,119.42   1,355.37
  Business Promotion Expenses     342.07   130.61
  Repairs, Maintenance and Upkeep     16.96  
  Rates and Taxes     1,018.23   1,048.58
  Communication Expenses     1,015.70   389.32
  Printing and Stationery     21.02   42.54
  Subscription and Periodicals     1,530.98   5.25
  Professional Fees     2,325.22   2,825.53
  Advertisement Expenses     31.81   96.40
  Auditors’ Remuneration     402.48   1,342.63
  Miscellaneous Expenses     50.92   53.14
       
 
  Total     11,998.02   9,643.57
       
 

Q.  NOTES FORMING PART OF THE ACCOUNTS AND ACCOUNTING POLICIES:
1.  Significant Accounting Policies:
     
  (i) Method of Accounting
    The accounts are prepared in accordance with accounting principles generally accepted in India. The Company follows accrual method of accounting.
     
  (ii) Revenue Recognition
    In case of non-fund based activities such as issue management, loan syndication, financial advisory services etc., the revenue is recognized based on the stage of completion of assignments and the bills raised for the recovery of fees.
     
  (iii) Investments
    The investments are shown in Balance Sheet at cost. In case of quoted investments, provision for diminution in value of investments is made, if such diminution is of a permanent nature in the opinion of management.
     
  (iv) Conversion to Indian Rupees
    For the purpose of the accounts during the year all income and expense items are converted at the average rate of exchange applicable for the year. All assets and liabilities are translated at the closing rate as on the Balance Sheet date. The exchange difference arising out of the year-end translation is being debited or credited to Translation Reserve.
     
     The Equity Share Capital and Investments in subsidiary is carriedforward at the rate of exchange prevailing on the transaction date.The resulting exchange difference on account of translation at theyear-end are transferred to Translation Reserve Account and the saidaccount is being treated as ”Reserves and Surplus“
     
  (v) Fixed Assets and Depreciation
    Fixed assets are stated at historical cost.Depreciation on fixed assets is provided on written down valuemethod at the rates which are equal or higher than the ratesprescribed in Schedule XIV of the Companies Act, 1956. Such ratesare fixed after considering applicable laws in the United States ofAmerica and management estimation of the useful life of the asset.
   
    Depreciation of Assets Estimate Life
   
    Office Equipment & Computers 3 Years
    Furniture & Fixtures 7 Years
   
  (vi) Deferred Tax
    The tax effects of significant temporary differences are reflected through a Deferred Tax Asset /Liability, which has been reflected the Balance Sheet and the corresponding effect of the same is given in the Profit and Loss Account.
   
2. The Company is a wholly owned subsidiary of ICICI Securities Limited. The accounts have been prepared and audited to attach with the accounts of ICICI Securities Limited, the Holding Company, to comply with the provisions of the Indian Companies Act, 1956.
   
3. Deferred Tax
  Deferred Tax asset resulting from accumulated losses have not been accounted because of uncertainty of availability of sufficient future taxable income.
   
4. For the purpose of conversion of the local currency (USD) into Indian Currency (Indian Rupees) the exchange rate applied is as per para (iv) of the accounting policies.
   
5. Related Party Disclosures
  The Company being a finance company the transactions in the normal course of business have not been disclosed. The following are the details of transactions with related parties:
      (Rs. in ’000s)
 
  Name of the Related Party Type of Transactions Amount
 


  ICICI Securities, Inc.    
  – Subsidiary Company Services 14,547.30
  ICICI Infotech, Inc.    
  Associate of ICICI Bank Limited Establishment Expenses 2,070.28
  ICICI Bank Limited    
  – The Holding Company Establishment Expenses 488.92
 


       
6. For the purpose of comparison, figures for the previous year have been given, which have been regrouped/reclassified wherever necessary.

  Signatures to Schedules A to Q  
Per our Report attached   For and on behalf of the Board
     
For N. M. RAIJI & CO.
Chartered Accountants
  SRIPAT PANDEY
President
 
J. M. GANDHI
Partner
  NITIN JAIN
Director
 
Mumbai, April 16, 2003    
     
36    


ICICI SECURITIES, INC.
 
3RD ANNUAL REPORT AND ACCOUNTS 2002-2003
   
Directors Auditors Registered Office
Sripat Pandey, President N.M. Raiji & Co. 1013 Centre Road
Meher Baburaj Chartered Accountants City of Wilmington
Nitin Jain   County of New Castle
Devesh Kumar   Delaware 19805




directors’ report
 to the members

Your Directors have pleasure in presenting the Third audited Statement of Accounts of ICICI Securities, Inc. (the Company) for the year ended March 31, 2003.

OPERATIONS

The Company was formed to undertake securities business in the United States of America (U.S.A.). The Company, a broker-dealer registered with National Association of Securities Dealers (NASD), commenced its operations in 2001. Since commencement of its operations, the Company has been providing broking and research services and has been focusing on institutional clients in the U.S.A. who have been actively investing in the Indian equity markets.

BUSINESS ENVIRONMENT AND OVERALL PERFORMANCE

Business environment in the U.S.A. remained lackluster during the year under review. Besides, business restructuring coupled with domestic security concerns have led to delays in the revival of the U.S. economy. This economy downturn coupled with U.S.-Iraq conflicts in the last quarter hampered investment activities flowing from the U.S.A. Despite adverse business conditions in the U.S.A, the Company has seen significant growth in 2002-2003 and generated total revenues of Rs.10.04 million in 2002-2003 as compared to Rs.7.85 million in 2001-2002.

During the period under review, the Company added a significant number of large institutional clients based in the U.S.A. including some of the largest fund management companies who have been actively investing in stocks listed on Indian stock exchanges. With a view to expanding its business activities, the Company has entered into an arrangement with BNY Clearing Services LLC, a subsidiary of the Bank of New York, for availing of clearing and execution facility for American Depository Receipts (ADRs) listed on the U.S. stock exchanges and internationally listed Global Depository Receipts (GDRs) issued by Indian companies. Going forward, this arrangement will enable the Company to function as a full fledged broker-dealer by executing trades in Indian ADRs listed on the stock exchanges in the U.S. and also to execute trades in the Indian GDRs listed on other international stock exchanges.
In addition, a few brand building efforts were undertaken throughout the year, with road shows involving various Indian companies and analysts from ICICI Securities Limited (formerly ICICI Securities and Finance Company Limited), a second level holding company of the Company, making presentations to major
fund management companies based in the U.S.A. The Company also successfully organized its first ‘India Investor Conference’ in Boston in September, 2002.

DIRECTORS

During the year, there were no changes in the composition of the Board. Sripat Pandey, Meher Baburaj, Nitin Jain and Devesh Kumar continue as Directors of the Company.

AUDITORS

The Auditors, M/s. N. M. Raiji and Co., Chartered Accountants, Mumbai, appointed pursuant to the provisions of the Companies Act, 1956, will retire at the ensuing Annual General Meeting and offer themselves for re-appointment.

DIRECTORS’ RESPONSIBILITY STATEMENT

The Directors confirm:

1. that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;
   
2.
  
that the Directors had 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 Company at the end of the financial year and of the profit or loss of the Company for that period;
   
3.
  
that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and
   
4.
  
that the Directors had prepared the annual accounts on a going concern basis.

For and on behalf of the Board

Director

Mumbai, April 16, 2003

37



     
  auditors’ report  
to the members of ICICI Securities, Inc.  

We have audited the attached Balance Sheet of ICICI SECURITIES, INC., as at March 31, 2003 and the annexed Profit and Loss Account for the year ended on that date. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

(1)
  
As required by the Manufacturing and Other Companies (Auditor’s Report) Order, 1988 issued by the Company Law Board in terms of Section 227(4A) of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in the said Order to the extent applicable to the Company.
(2)
  
Further to our comments in the Annexure referred to in paragraph (1) above :
  (a) we have obtained all the information and explanations which, to the best of our knowledge and belief, were necessary for the purpose of our audit;
     
  (b) in our opinion, proper books of account as required by law have been kept by the Company so far as appears from our examination of the books;
     
  (c) the Balance Sheet and Profit and Loss Account dealt with by this Report are in agreement with the books of account of the Company;
   
(d) in our opinion, the Balance Sheet and Profit and Loss Account dealt with by this report are in compliance with the Accounting Standards referred to in Section 211 (3C) of the Companies Act, 1956 and are in agreement with the books of account;
     
  (e)
  
on the basis of written representations received from the Directors, we report that none of the directors is disqualified as on March 31, 2003 from being appointed as a Director u/s 274(1)(g) of the Companies Act, 1956.
     
  (f)
  
in our opinion, to the best of our information and according to the explanations given to us, the said accounts read with the notes thereon, give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view:
       
    (i) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2003; and
       
    (ii) in the case of the Profit and Loss Account, of the Loss for the year ended on that date.
       
  For N. M. RAIJI & CO.
Chartered Accountants
 
   
  J. M. GANDHI
Partner
 
Mumbai, April 16, 2003  
   
annexure    
to the Auditors’ Report    

1.
  
In our opinion, clauses of Manufacturing and Other Companies (Auditor’s Report) Order, 1988, numbering (i), (ii), (iii), (iv), (v), (vi), (vii), (viii), (ix), (xi), (xii), (xiii), (xiv), (xvi), (xvii), (xviii) and (xx) are not applicable for the current year.
2.
  
The Company has an adequate internal control procedure commensurate with the size of the Company and the nature of its business in respect of purchase and sale of assets and services.
3.
  
During the year there is no internal audit system for the Company. In the opinion of the management, considering the size of operations and the structure of the Company, internal audit system is not required.
4.
  
During the course of our examination of the books of account and according to the information and explanations given to us, no personal expenses of employees or Directors have been charged to revenue account, other than those payable under contractual obligations or in accordance with generally accepted business practice.
5.
  
In respect of services activities:
  (a)
  
the system of allocating man-hours utilized to the relative jobs, is not yet formalized;
  (b)
  
there is a reasonable system of authorization at proper levels and adequate system of internal control commensurate with the size of the Company and nature of its business.

  For N. M. RAIJI & CO.
Chartered Accountants
 
   
  J. M. GANDHI
Partner
 
Mumbai, April 16, 2003  
   
   
38  



     
  balance sheet  
  as at March 31, 2003  
    Schedule       (Rs. in ’000s)   March 31,
2002
SOURCE OF FUNDS                
Shareholders’ Funds                
A. Share Capital   A       48,309.55   48,309.55
B. Reserves & Surplus   B       (22,040.21)   (15,788.55)
               
 
                26,269.34   32,521.00
               
 
APPLICATION OF FUNDS                
Current Assets, Loans & Advances                
A. Current Assets -                
  (a) Sundry Debtors   C   219.90       315.20
  (b) Cash & Bank Balances   D   21,367.32       24,864.54
B. Loans & Advances   E   4,748.49       9,245.51
           
     
            26,335.71       34,425.25
  Less: Current Liabilities &                
    Provisions:   F   66.37       1,904.25
    NET CURRENT ASSETS           26,269.34   32,521.00
               
 
                26,269.34   32,521.00
    Notes forming part of the Accounts and Accounting Policies   K      
 

     
  profit and loss account  
  for the year ended March 31, 2003  
    Schedule       (Rs. in ’000s)   March 31,
2002
Income from Operations              
(a) Income from Services G   9,841.49       6,994.02
(b) Interest Income H   194.87       854.18
       
     
            10,036.36   7,848.20
  Less : Operating Expenditure              
  Financial Charges and              
  Operating Expenses I         29.51
           
 
            10,036.36   7,818.69
Expenditure              
Less: Administrative Expenditure              
  Establishment and              
  Other Expenses J       15,525.57   22,011.05
           
 
Profit Before Taxation         (5,489.21)   (14,192.36)
Less: Provision for Taxation          
Profit After Taxation         (5,489.21)   (14,192.36)
  Brought forward from              
  previous years         (18,133.50)   (3,941.13)
           
 
  Amount available for              
  apropriations         (23,622.71)   (18,133.50)
  Balance carried to        
 
  Balance Sheet         (23,622.71)   (18,133.50)
           
 
                 

Per our Report attached
For N. M. RAIJI & CO.
Chartered Accountants
  For and on behalf of the Board
     
  SRIPAT PANDEY
President
   
J. M. GANDHI
Partner
  DEVESH KUMAR
Director
 
Mumbai, April 17, 2003    


schedules          
      (Rs. ’in 000s)   March 31,
2002
SCHEDULE “A” – SHARE CAPITAL :          
           
Authorized:          
10,000,000 Equity Shares of US$ 1 each          
           
Issued, Subscribed and Paid up:          
Common stock, US$1 par value; 1,050,000 shares authorised     48,309.55   48,309.55
     
 
           
           
           
          (Rs. in ’000s)
SCHEDULE “B” – RESERVES AND SURPLUS: Balance as on   Balance as on   Balance as on
  April 1, 2002   March 31, 2003   March 31, 2002
Profit and Loss Account (18,133.50)   (23,622.71)   (18,133.50)
Translation Reserve     1,582.50   2,344.95
     
 
Total     (22,040.21)   (15,788.55)
     
 
           
      (Rs. in ’000s)   March 31,
          2002
SCHEDULE “C” – SUNDRY DEBTORS (Unsecured) :          
Other Receivables :          
Receivables outstanding for a period     219.90   315.20
not exceeding six months (consid ered good)    
 
      219.90   315.20
     
 

39




     
  schedules  
  Continued
          (Rs. in ’000s)   March 31,
2002
SCHEDULE “D” - CASH AND BANK BALANCES:      
In Current Accounts with Banks 21,367.32   24,864.54
 
 
Total 21,367.32   24,864.54
 
 
       
SCHEDULE “E” - LOANS AND ADVANCES:      
(Unsecured and considered good unless      
otherwise stated)      
Advances :      
(Recoverable in cash or in kind or for      
value to be received)      
Other Advances and Deposits 4,748.49   9,245.51
 
 
Total 4,748.49   9,245.51
 
 
SCHEDULE “F” - CURRENT LIABILITIES :      
Sundry Creditors for Expenses 66.37   1,904.25
 
 
Total 66.37   1,904.25
 
 
SCHEDULE “G” - INCOME FROM SERVICES :      
Brokerage and Commission 9,841.49   6,994.02
 
 
Total 9,841.49   6,994.02
 
 
SCHEDULE “H” - INTEREST INCOME:      
Interest On Other Loans and Advances 194.87   854.18
 
 
Total 194.87   854.18
 
 
SCHEDULE “I” - FINANCIAL CHARGES AND      
OPERATING EXPENSES:      
Bank Charges   29.51
 
 
Total   29.51
 
 
SCHEDULE “J” - ESTABLISHMENT AND      
OTHER EXPENSES:      
Rates and Taxes 231.50   101.95
Professional Fees   1,837.50
Auditors’ Remuneration 756.46   25.00
Service Charges 14,537.61   20,046.60
 
 
Total 15,525.57   22,011.05
 
 

SCHEDULE “K” - NOTES FORMING PART OF THE ACCOUNTS AND ACCOUNTING POLICIES:
     
1.  Significant Accounting Policies:
     
  (i) Method of Accounting
    The accounts are prepared in accordance with accounting principles generally accepted in India. The Company follows accrual method of accounting.
     
  (ii)
Revenue Recognition
In case of non-fund based activities such as issue management, loan syndication, financial advisory services etc., the revenue is recognized based on the stage of completion of assignments and the bills raised for the recovery of fees.
     
  (iii)
  
Conversion to Indian Rupees
For the purpose of the accounts during the year all income and expense items are converted at the average rate of exchange applicable for the year. All assets and liabilities are translated at the closing rate as on the Balance Sheet date. The exchange difference arising out of the year-end translation is being debited or credited to Translation Reserve.
     
The Equity Share Capital is carried forward at the rate of exchange prevailing on the transaction date. The resulting exchange difference on account of translation at the year-end are transferred to Translation Reserve Account and the said account is being treated as ”Reserves and Surplus“.
     
  (iv)
  
Deferred Tax
The tax effects of significant temporary differences are reflected through a Deferred Tax Asset /Liability, which has been reflected in the Balance Sheet and the corresponding effect of the same is given in the Profit and Loss Account.
   
2.
  
The Company is a wholly owned subsidiary of ICICI Securities Holdings, Inc. The accounts have been prepared and audited to attach with the accounts of ICICI Securities Limited, the Holding Company, to comply with the provisions of the Indian Companies Act, 1956.
   
3.
  
Deferred Tax
Deferred Tax Asset resulting from accumulated losses have not been accounted because of uncertainty of availability of sufficient future taxable income.
   
4. For the purpose of conversion of the local currency (USD) into Indian Currency (Indian Rupees) the exchange rate applied is as per para (iii) of the accounting policies.
   
5. Related Party Disclosures
The following are the details of transactions with related parties: -
    (Rs. ’000s)



Name of the Related Party Type of Transactions Amount



ICICI Securities Holdings, Inc.    
The Holding Company Establishment Expenses 14,547.30
     
ICICI Brokerage Services Limited    
Subsidiary of ICICI    
  Securities Limited Brokerage & Commission 9,841.49



6. For the purpose of comparison, figures for the previous year have been given, which have been regrouped or reclassified wherever necessary.


      Signatures to Schedules A to K  
Per our Report attached    
For N. M. RAIJI & CO.
Chartered Accountants
  For and on behalf of the Board
   
        SRIPAT PANDEY
President
J. M. GANDHI
Partner
       
        DEVESH KUMAR
Mumbai, April 16, 2003     Director
       
40        


ICICI VENTURE FUNDS MANAGEMENT COMPANY LIMITED

15TH ANNUAL REPORT AND ACCOUNTS 2002-2003
Directors Auditors Registered Office
K.V. Kamath Chairman S.B. Billimoria & Co. 4th Floor, Raheja Plaza
Balu Doraisamy Chartered Accountants 17, Commissariat Road
Gopal Srinivasan Bangalore Bangalore - 560 025
H.N. Sinor    
Kalpana Morparia   Regional Office
Lalita D. Gupte   ICICI Bank Towers
Dr. Nachiket Mor   Bandra-Kurla Complex
    Mumbai - 400 051
R. Rajamani    
Renuka Ramnath Managing Director & CEO    
     
directors’ report        
 to the members        

Your Directors have pleasure in presenting the Fifteenth Annual Report on the business and operations of your Company together with the Statement of Accounts for the year ended March 31, 2003.

1.  FINANCIAL REVIEW  
    (Rupees in million)
    2002-2003   2001-2002
  Profit before taxation 185.66   89.52
  Provision for Income Tax 65.15   30.00
  Provision for Deferred Tax (4.45 ) 3.77
  Profit after taxation 124.96   55.75
  Balance of Profit & Loss Account      
  brought forward from the previous year 25.19   47.41
   
 
  Disposable Profits 150.15   103.16
   
 
  Appropriations :      
  Statutory Reserve 24.99   11.15
  General Reserve 12.50   5.57
  Proposed Dividend   61.25
  Interim Dividend 90.63  
  Balance Carried forward to next year 22.03   25.19
   
 
    150.15   103.16
   
 
         
  ANALYSIS OF FINANCIAL PERFORMANCE      
   
  During the financial year 2002-2003, your Company launched four new domestic funds whereas six existing funds under management were either liquidated or were in the process of liquidation. However, the growth in Assets Under Management (”AUM“) on account of the new funds by far exceeded the decline in AUM on account of the liquidations resulting in a net increase of Rs. 6296.42 million, a growth of 34% over the previous year significantly contributing to the increase in Fee Income. Consequently, Fee Income from management of the Funds grew by 84% over last year to Rs. 326.30 million.
   
  During the financial year 2002-2003, your Company increased the scale of its operations on account of growth in AUM. Consequently, the expenses, excluding depreciation increased to Rs. 158.56 million compared to Rs. 100.16 million for the previous year. As there was no major capital expenditure during the year, the depreciation charges were stable at Rs. 12.35 million as against Rs. 13.43 million during the previous year. Consequent to higher growth in income, the profit before tax of the Company for the year under review more than doubled to Rs. 185.66 million as against Rs. 89.52 million for the previous year. After providing for tax including deferred tax for the current year, the Company’s profit after tax is Rs. 124.96 million. The Earnings Per Share of the Company is Rs. 40 per share.
   
  Consequent to higher growth in income, the profit before tax of the Company for the year under review more than doubled to Rs. 185.66 million as against Rs. 89.52 million for the previous year. After providing for tax including deferred tax for the current year, the Company’s profit after tax is Rs. 124.96 million. The Earnings Per Share of the Company is Rs. 40 per share.
   
  Profit available for disposal, after taking into account the profit of Rs. 25.19 million brought forward from the previous year is Rs 150.15 million. Transfers to Statutory Reserve and General Reserve were Rs. 24.99 million and Rs. 12.50 million respectively.
 
  During the year under review, the Company sold foreign securities amounting to Rs. 206.67 million at cost. The proceeds were utilized to repay the short-term interest free loan of Rs. 206.67 million, which it had obtained from ICICI Bank Limited. The Company also repaid Rs. 15.00 million of another interest free loan from ICICI Bank Limited. The Company also acquired two investments amounting to Rs. 33.90 million.
   
  Your Directors are pleased to inform you that, during the financial year 2002-2003, your Company has declared and paid four interim dividends amounting to Rs. 90.63 million, resulting in an aggregate dividend rate of 290%. Your Directors recommend the same as final dividend for the financial year 2002-2003.
   
2. YEAR IN RETROSPECT
  Financial year 2002-2003 was a landmark year for ICICI Venture. Despite an unfavourable economic environment wherein earnings were weak, valuations plummeted and the prospects of war in Iraq were looming large, ICICI Venture not only raised the largest Indian Private Equity Fund, but also engineered effective exits and enhanced the value of its existing portfolio. However, equities in general and private equity in particular did not gain favour in the year. Hence, the year was challenging to say the least
   
  The most significant achievement for ICICI Venture in the current year was the successful First Closing of the Rs. 7.50 billion India Advantage Fund launched this year. The Fund’s investment philosophy is to pursue investments in established companies that are leaders (or potential leaders) in their respective markets and where there is a clear proposition for value creation. The Fund will provide capital for expansion, acquisitions and buy-out of assets for restructuring. The Fund also intends to selectively pursue opportunities arising out of the privatisation initiative of the Government of India.
   
  Your Company is pleased to report that the Fund received an overwhelming response and the First Closing was announced with commitments of Rs. 5.56 billion from large deep-pocketed institutional investors in India. ICICI Venture is on track to raise the balance Rs. 1.94 billion in the forthcoming year. The Fund is India’s largest Private Equity Fund till date. This is also the largest Fund ever managed by ICICI Venture in its history and also its first third party Fund after a gap of six years.

The India Advantage Fund firmly establishes ICICI Venture in the forefront of the private equity business in India.
   
3. PORTFOLIO STRATEGY
  As of March 31, 2003, ICICI Venture was Manager/Advisor to the following Funds:
   
  Sl. No.   Fund   (Rupees in million)
 
 
   
  1.   ICICI Equity Fund     4,300.00
  2.   ICICI Econet Internet & Technology Fund     1,000.00
  3.   ICICI Emerging Sectors Fund     4,000.00
  4.   ICICI Strategic Investments Fund     5,650.00
  5.   VECAUS I (R)     1,500.00
  6.   India Advantage Fund I & II     5,562.50
  7.   TCW / ICICI Offshore Funds     2,425.92
           
      Total     24,438.42
           
             
  To create focus and achieve optimum results for the Funds under management of ICICI Venture, last year your Company restructured its organization. ICICI Venture consolidated its learning and experience in Venture Capital and Private Equity and created distinct teams with specific skill sets in these two areas to handle these products. This ensured creation of a robust strategy for each of the portfolio companies in a manner that maximised gains or minimised losses. Your Company was successful in conserving cash in several companies, turning them around and ensuring sustained growth with profitability. ICICI Venture’s Fund Managers played a pivotal role in guiding management thought in their companies to ensure continued progress in improving revenues, raising finances, recruiting senior management, etc. ICICI Venture also set new standards for corporate governance in its portfolio companies. Your Company bolstered its monitoring processes and instituted strong compliance and reporting

 

41




directors’ report
 to the members Continued 
schedules
  systems in all companies. As a result, ICICI Venture has enhanced the value to its entire portfolio significantly.
     
  Your Company’s constant focus on divestments ensured cash realization of an aggregate amount of Rs. 541.09 million, despite prevailing tough market conditions.
     
  ICICI Venture realizes that creating value and extracting cash (exits) are two distinct challenges in a private equity portfolio. Lack of market depth and high volatility in exit markets (IPOs and trade sales) leads to uncertainty in timing and value; this necessitates agility and an innovative approach to exits. At ICICI Venture, its people are continuously alive to these exit challenges and are continuously engaged in creating viable alternatives. Some of its initiatives include structuring innovative cash flow based exits, driving trade sales, sale to other financial investors, etc. Your Company has also proactively commenced discussions with investment bankers on preparing its mature companies for IPOs. These efforts are likely to yield significant results in the forthcoming years.
     
  ICICI Venture hosted India’s first investee entrepreneur conference titled, “The Power of I”. The event, exclusively for its entrepreneurs, was very well received, and it laid a solid foundation for forging close relationships between our investee companies and ICICI Venture as their partners in growth. Encouraged by the success of the event and the feedback received, it is intended to host this on an annual basis.

During the year, ICICI Venture also launched a comprehensive e-enabled Knowledge Management (KM) system to alert management on key developments, ensure real time information exchange and encourage experience sharing at an organisational level.
     
  On the organisational front, ICICI Venture was the preferred employer by investment banking, private equity and structured finance professionals. Your Company recruited eight seasoned and experienced professionals during the year to augment its investing, industry and legal teams. It is expected that this augmentation in management team will add significantly in fulfilling the long-term aspirations of ICICI Venture.
   
4. OUTLOOK
   
  A sustainable platform has been built for ICICI Venture during the current year.
     
  The India Advantage Fund will establish a very dominant position for ICICI Venture in the market place. With a broad-based investment thesis, through the Fund, ICICI Venture will be in a position to build independent practices in restructuring, buy outs and expansionary capital. Your Company has also identified mezzanine capital as an innovative way of funding growth and acquisitions in the Indian context.
     
  ICICI Venture’s endeavour will be to identify potential growth drivers as above and build on these areas by channelising all requisite organisational resources.
   
  This strategy will result in building a robust platform in ICICI Venture that would offer the entire gamut of “Private Equity” products to India centric.
   
5. PUBLIC DEPOSITS

During the year under review, the Company has not accepted any deposit under Section 58-A of the Companies Act, 1956.
     
6. DIRECTORS
     
  S. Mukherji, who was on the Board of the Company, tendered his resignation effective July 24, 2002. The Board accepted with regret the resignation of S. Mukherji and placed on record its gratitude for the valuable services rendered by S. Mukherji during his tenure as Director of the Company. Nachiket Mor has been appointed as Director in the casual vacancy caused by the resignation of S. Mukherji with effect from July 24, 2002. Nachiket Mor holds office up to the date that S. Mukherji would have held office, had he not vacated the office, which is at the date of the ensuing Annual General Meeting.
 
  H. N. Sinor has been appointed as Additional Director of the Company with effect from July 24, 2002. H. N. Sinor holds office up to the forthcoming Annual General Meeting of the Company as per the provisions of Section 260 of the Companies Act, 1956 and is eligible for appointment.

Rajeev Chandrasekhar, who was on the Board of the Company, tendered his resignation effective January 22, 2003. The Board accepted with regret the resignation of Rajeev Chandrasekhar and placed on record its gratitude for the valuable services rendered by Rajeev Chandrasekhar during his tenure as Director of the Company.
     
  K. Anji Reddy, who was on the Board of the Company, tendered his resignation effective February 27, 2003. The Board accepted with regret the resignation of K. Anji Reddy and placed on record its gratitude for the valuable services rendered by K. Anji Reddy during his tenure Director of the Company.
     
  In terms of the Articles of Association of the Company, Balu Doraisamy and Nachiket Mor, Directors of the Company would retire at the forthcoming Annual General Meeting of the Company and, being eligible, offer themselves for re-appointment.
     
7. CORPORATE GOVERNANCE
     
  Your Company continued to practise the principles of good corporate governance, which is one of the core values of ICICI Bank group Corporate governance is not just restricted to ensuring compliance with regulatory requirements but also meeting the highest standards transparency, accountability and integrity in respect of all its transactions Your Company has in place clear processes and well-defined roles and responsibilities for people at various levels. This, along with robust internal information systems, ensures appropriate information flow to facilitate monitoring. Adherence to processes is ensured through internal audits.
     
  Your Company has also constituted an Audit Committee though not mandatory under the provisions of the Companies Act, 1956. The Audit Committee comprising R. Rajamani, H. N. Sinor, Kalpana Morparia and Gopal Srinivasan will discharge the functions under Section 292A of the Companies Act, 1956.
     
8. AUDITORS
   
   M/s. S. B. Billimoria & Company, Chartered Accountants, Bangalore, retire at the ensuing Annual General Meeting. The Board at its meeting held on April 23, 2003 has proposed their appointment as Auditors to audit the accounts of the Company for the financial year ending March 31, 2004. You are requested to consider their appointment.
   
9. FOREIGN EXCHANGE EARNING AND EXPENDITURE
 
The Foreign Exchange Earnings during the year under review amounted to Rs. 15.16 million. Expenditure in foreign currency amounted to Rs. 1.99 million.
   
10. PERSONNEL AND OTHER MATTERS
   
  Information required to be disclosed in accordance with Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended, forming part of the Directors’ Report for the year ended March 31, 2003 is enclosed as an Annexure to this Report.
   
  Since your Company does not own any manufacturing facility, the disclosure of information on other matters, required to be disclosed in terms of Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, are not applicable and hence have not been given.
   
11. DIRECTORS RESPONSIBILITY STATEMENT
   
  The Directors confirm:
  1. that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;
     
  2. that the Directors had 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 Company at the end of the financial year and of the profit or loss of the Company for that period;
     
  3. that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities and;
     
  4. that the Directors had prepared the annual accounts on a going concern basis.
     
12. ACKNOWLEDGEMENTS
     
    The Directors wish to place on record their appreciation for the dedication and hard work put in by the employees of the Company. The relationship with the shareholders, government, regulatory authorities and clients remained excellent. Your Directors are grateful for the support extended by them and look forward to receiving their continued support and commitment. Your Directors also wish to thank the investors in the Funds managed and advised for their continued support to the Company.
   
  For and on behalf of the Board of Directors
  K.V. KAMATH
Chairman
Mumbai, April 23, 2003

42



auditors’ report
to the members of ICICI Venture Funds Management Company Limited  

We have audited the attached Balance Sheet of ICICI VENTURE FUNDS MANAGEMENT COMPANY LIMITED as at March 31, 2003 and also the Profit and Loss Account for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts, and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

1. As required by the Manufacturing and Other Companies (Auditor's Report) Order, 1988, issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Companies Act, 1956, we enclose in the Annexure, a statement on the matters specified in paragraphs 4 and 5 of the said Order.
     
2. Further to our comments in the Annexure referred to in paragraph 1 above, we report that :
     
  (i) we have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purposes of our audit;
     
  (ii) in our opinion, proper books of account as required by law have been kept by the Company, so far as appears from our examination of those books;
     
  (iii) the Balance Sheet and Profit and Loss Account dealt with by this report are in agreement with the books of account;
     
  (iv) in our opinion, the Balance Sheet and Profit and Loss Account dealt with by this report comply with the accounting standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956;
     
  (v) on the basis of written representations received from the Directors, as on March 31, 2003 and taken on record by the Board of Directors, we report that none of the Directors is disqualified as on March 31, 2003 from being appointed as a director in terms of clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956;
     
  (vi) in our opinion and to the best of our information and according to the explanations given to us, the said accounts read together with the notes thereon, give the information required by the Companies Act, 1956, in the manner so required, and give a true and fair view in conformity with the accounting principles generally accepted in India:
       
    (a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2003; and
       
    (b) in the case of the Profit and Loss Account, of the profit for the year ended March 31, 2003.
   
   
  For S.B. BILLIMORIA & Co.,
Chartered Accountants
 
  UDAYAN SEN
Partner
Bangalore, April 24, 2003
   
annexure to auditors’ report  
referred to in paragraph (1) of our report of even date  




1.
  
The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets. The Company has a programme of physically verifying all fixed assets, other than leased assets, in a year, which, according to us, is reasonable. The said fixed assets have accordingly been verified by the management. No material discrepancies have been noticed on such physical verification.

In respect of the leased assets, the Company has generally adopted a procedure of calling for confirmation letters from the respective lessees regarding the existence and condition of the assets. Where no confirmation has been received from any lessee for two consecutive years, the procedure provides for physical verification of the respective assets to be carried out by the management in the following year. The above procedure is considered reasonable, taking into account the constraints in arranging for physical verification of the assets located at the premises of the various lessees.
   
2.
  
The fixed assets of the Company have not been revalued during the year.
3.
  
In our opinion and as per the information and explanations given to us, the terms and conditions on which the Company has taken loans from companies, firms or other parties listed in the registers maintained under Section 301 of the Companies Act, 1956 are not prima facie prejudicial to the interests of the Company. We are informed that there are no companies under the same management within the meaning of Section 370 (1B) of the Companies Act, 1956.
   
4. The Company has not granted any loans, secured or unsecured to companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956. We are informed that there are no companies under the same management within the meaning of Section 370 (1B) of the Companies Act, 1956.
   
5. In respect of loans given by the Company, and considered good, parties have generally repaid the principal amounts as stipulated and have also generally been regular in the payment of interest.
   
In cases where instalments of principal and/or interest are not received, it is the practice of the Company to review the operations of the borrower and on the basis of such review, to take such steps as are considered appropriate in the circumstances, having regard to the overall objectives of the Company. In our opinion, the steps taken by the Company are reasonable having regard to the nature of business of the Company.
   
6. In our opinion and according to the information and explanations given to us, there are reasonable internal control procedures commensurate with the size of the Company and the nature of its business with regard to the purchase of the plant & machinery, equipment and other assets.
   
7. There were no purchase of goods and materials or sale of goods, materials and services in excess of Rs. 50,000 in value for each type from firms, companies or other parties entered in the registers maintained under Section 301 of the Companies Act, 1956.
   
8. The Company has not accepted any deposits from the public.
   
9. In our opinion, the Company has an internal audit system commensurate with the size of the Company and the nature of its business.
   
10.
  
According to the records of the Company, Provident Fund dues have been regularly deposited with the appropriate authorities during the year. According to the information and explanations given to us, the Employees State Insurance Act, 1948 is not applicable to the Company.
   
11. According to information and explanations given to us, no undisputed amounts payable in respect of income tax, wealth tax, sales tax, customs duty and excise duty were outstanding as at March 31, 2003, for a period of more than six months from the date they became payable.
   
12. According to information and explanations received by us and the records of the Company examined by us, no personal expenses have been charged to the revenue account other than those payable under contractual obligations or in accordance with generally accepted business practice.
   
13.
  
The Company has maintained proper records of the investments made in shares, securities, etc. The investments are held in the name of the Company.
   
   
  For S.B. BILLIMORIA & Co.,
Chartered Accountants
 
  UDAYAN SEN
Partner
Bangalore, April 24, 2003

43




balance sheet
 
as at March 31, 2003  
    Schedule       (Rs. in ’000s)   March 31,
2002
SOURCES OF FUNDS              
               
Shareholders’ Funds              
               
Share Capital I   31,250       31,250
Reserves and Surplus II   288,774       254,447
     
     
          320,024   285,697
Loan Funds III            
Unsecured Loans         8,000   229,668
Deferred Tax Liability         17,295   21,741
         
 
Total         345,319   537,106
         
 
APPLICATION OF FUNDS              
Fixed Assets IV            
Gross Block     167,884       166,168
Less: Depreciation and              
      lease adjustment     60,238       48,194
     
     
Net Block         107,646   117,974
Investments V       269,366   474,325
Current Assets, Loans              
and Advances VI   57,177       86,649
Less: Current Liabilities and              
      Provisions VII   88,870       141,842
     
     
Net Current Assets         (31,693)   (55,193)
         
 
Total         345,319   537,106
         
 
               
Notes forming part of Accounts XIII            
               
Accounting Policies XIV            


  profit and loss account
   for the year ended March 31, 2003      
    Schedule       (Rs. in ’000s)   March 31,
2002

INCOME              
               
Income from Operations VIII       338,189   188,411
Profit on Sale of Investments (net)         14,541   12,416
Provisions Written back (net)         639   1,433
Profit on Sale of assets (net)         194  
Other Income IX       3,009   823
         
 
          356,572   203,083
         
 
EXPENDITURE              
Staff Expenses (See Note 8 & 13) X       62,172   45,534
Establishment Expenses XI       20,877   18,769
Other Expenses XII       75,516   35,857
Depreciation         12,355   13,427
         
 
          170,920   113,587
         
 
Profit before taxation         185,652   89,496
Less: Provision for Current Tax              
      (See Note 11)         65,146   30,000
Less: Provision for Deferred Tax              
      (See Note 11)         (4,446)   3,766
         
 
Profit after Taxation         124,952   55,730
Add: Balance brought forward              
     from previous year         25,153   47,392
         
 
DISPOSABLE PROFIT         150,105   103,122
         
 
APPROPRIATIONS              
Statutory Reserve (See Note 10)         24,991   11,146
General Reserve         12,495   5,573
Proposed Dividend           61,250
Interim Dividend         90,625  
Balance carried to Balance Sheet         21,994   25,153
         
 
          150,105   103,122
         
 
Notes forming part of Accounts XIII            
               
Accounting Policies XIV            

 


As per our Report attached
    For and on behalf of the Board
       
For S.B. BILLIMORIA & CO
Chartered Accountants
 
K.V. KAMATH
Chairman
.LALITA D. GUPTE
Director
RENUKA RAMNATH
Managing Director & CEO
    K.V. KAMATH
Chairman
     
UDAYAN SEN BEENA M. CHOTAI ANSELM PINTO  
Partner Financial Controller Company Secretary
       
Mumbai, April 17, 2003 Mumbai, April 23, 2003    
 

44



schedules  
forming part of the Accounts  
                (Rs. in ’000s)   March 31,
2002
SCHEDULE I      
SHARE CAPITAL      
Authorised      
20,000,000 Equity Shares of Rs. 10 each 200,000   200,000
 
 
Issued, Subscribed and Paid-up 31,250   31,250
3,125,000 Equity Shares of Rs.10 each      
(Previous Year - 3,125,000 Equity Shares of Rs.10 each)
 
  31,250   31,250
 
 

Out of 3,125,000 equity shares issued by the Company, 3,124,890 equity shares (Previous Year - 3,124,890) are held by ICICI Bank Limited (the holding company) (of the above,125,000 shares have been issued as fully-paid, pursuant to a contract without payment being received in cash)          
           
  Additions/
(deletions)
during the year
  Balance at
March 31, 2003
  Balance at
March 31, 2002
SCHEDULE II          
RESERVES AND SURPLUS          
Statutory Reserve 24,991   158,011   133,020
General Reserve 12,495   60,825   48,330
Amalgamation Reserve   47,944   47,944
Surplus in Profit and Loss Account 21,994   21,994   25,153
  (25,153)        
 
 
 
  34,327   288,774   254,447
 
 
 
SCHEDULE III          
LOAN FUNDS          
Interest-free loan from ICICI Bank Limited     8,000   23,000
(Repayable within one year Rs. 7,000,000)          
(Previous Year - Rs. 16,000,000)          
Short-term Loan (interest-free) from ICICI Bank Limited       206,668
(Repayable within one year - Rs. Nil)          
(Previous Year - Rs. 2,06,668,146)          
     
 
      8,000   229,668
     
 

SCHEDULE IV
FIXED ASSETS
                                         
                                          (Rs. ’000s)

  Gross Block       Depreciation               Net Block
 
 
     
  As at
March 31,
2002
  Addi-tions   Deduc-tions   As at
March 31,
2003
  As at
March 31,
2002
  For the
Year
  Depre-
ciation
withdrawn
  As at
March 31,
2003
  Lease
Adjust-
ment
Account
upto March
31, 2003
  As at
March 31,
2003
  As at
March 31,
2002

                                           
ASSETS ON LEASE                                          
Vehicles 1,200       1,200   1,194   3     1,197     3   6
Plant & Machinery 90,038       90,038   14,288   4,754     19,042   6,561   64,435   69,189
 
Sub-Total – A 91,238       91,238   15,482   4,757     20,239   6,561   64,438   69,195
 




















As at March 31, 2002             91,238               15,482   6,561   69,195    
OTHER ASSETS                                          
Building * 22,782       22,782   6,137   832     6,969     15,813   16,645
Equipment 19,892   336   21   20,207   5,848   1,980   4   7,824     12,383   14,044
Computers 14,271   1,848   446   15,673   9,176   2,371   308   11,239     4,434   5,095
Furniture & Fixtures 16,623       16,623   4,439   2,206     6,645     9,978   12,184
Vehicles 1,361       1,361   551   210     761     600   810
 




















Sub-Total – B 74,929   2,184   467   76,646   26,151   7,599   312   33,438     43,208   48,778
 




















As at March 31, 2002             74,930               26,151       48,778    
 
Grand Total – (A)+(B) 166,167   2,184   467   167,884   41,633   12,356   312   53,677   6,561   107,646   117,973
 
As at March 31, 2002             166,167               41,633   6,561   117,973    

* Building acquired on long lease                                    

45




schedules  
  forming part of the Accounts   Continued  

                (Rs. in ’000s)   March 31,
2002
SCHEDULE V                      
INVESTMENTS (at cost)                 271,484   474,641
Less: Provision for diminution in value of investments                 2,118   316
                   
 
  Total                 269,366   474,325
                   
 
  NOTES TO SCHEDULE V                      
    As at March 31, 2003   As at March 31, 2002
   
 
  Particulars     Face Value           Face Value    
      Rs.       Rs.  
    Number   (per unit)   Cost   Number   (per unit)   Cost
   
 
NON TRADE INVESTMENTS                      
Investments                      
I. Long-term                      
1 Industrial Development Bank of India     9       9
  11.5 % IDBI Bonds 2010 (Fifty fifth Series)                      
2 Creative Eye Limited 200,000   5.00   5,500   200,000   5   5,500
  Equity Shares of Rs. 5 each fully paid                      
  {(Shares purchased/acquired during the Year - Nil)                      
  (Previous Year - Nil)} {(Shares sold during the Year - Nil)                      
  (Previous Year - Nil)}                      
3 Baazee.com, Inc.       255,102     12,200
  Series B. Pref.Stock of USD 0.001 each fully paid                      
  {(Shares purchased/acquired during the Year - Nil)                      
  (Previous Year - 255,102)} {(Shares sold during the Year - 255,102)                      
  (Previous Year - Nil)}                      
4 Baazee.com, Inc.       392,928     97,600
  Series C. Pref. Stock of USD 0.001 each fully paid                      
  {(Shares purchased/acquired during the Year - Nil)                      
  (Previous Year - 392,928)} {(Shares sold during the Year - 392,928)                      
  (Previous Year - Nil)}                      
5 Powershare Inc.       125,000     24,400
  Series A. Pref. Stock of USD 0.01 each fully paid                      
  {(Shares purchased/acquired during the Year - Nil)                      
  (Previous Year - 125,000)} {(Shares sold during the Year - 125,000)                      
  (Previous Year - Nil)}                      
6 Wafer Solutions Inc.       2,970,000     72,468
  Series B. Pref. Stock of USD 0.001 each fully paid                      
  {(Shares purchased/acquired during the Year - Nil)                      
  (Previous Year - 2,970,000)} {(Shares sold during the                      
  Year - 2,970,000) (Previous Year - Nil)}                      
7 Prudential ICICI Asset Management Company Limited 2,796,688   10.00   33,700      
  Equity Shares of Rs. 10 each fully paid                      
  {(Shares purchased/acquired during the Year - 2,796,688)                      
  (Previous Year - Nil)} {(Shares sold during the Year - Nil)                      
  (Previous Year - Nil)}                      
8 Prudential ICICI Trust Limited 15,206   10.00   200      
  Equity Shares of Rs. 10 each fully paid                      
  {(Shares purchased/acquired during the Year - 15,206)                      
  (Previous Year - Nil)} {(Shares sold during the Year - Nil)                      
  (Previous Year - Nil)}                      
   
  Total - (I)         39,409           212,177
   
II. Current Investments (quoted)                      
1 Television Eighteen India Limited 4,100   10.00   738   4,100   10   738
  Equity Shares of Rs. 10 each fully paid                      
  {(Shares purchased/acquired during the Year - Nil)                      
  (Previous Year- Nil)} {(Shares sold during the Year - Nil)                      
  (Previous Year - Nil)}                      
2 The Arvind Mills Limited 131,204   10.00   197      
  {(Warrants purchased/acquired during the Year-1,31,204)                      
  (Previous Year- Nil)} {(Warrants sold during the Year - Nil)                      
  (Previous Year - Nil)} (Face value of Rs. 10/- Per Warrant and                      
  Rs. 1.50 paid-up Per Warrant)                      
   
  Total - (II)         935           738
   
III. Current Investments (unquoted)                      
1 Units of Prudential ICICI Liquid Plan - Growth 3,798,838   10   56,378   13,654,233   10   189,726
2 Units of Prudential ICICI Short-term Plan - Growth       2,000,000   10   20,000
3 Units of Templeton Floating Rate Income Fund - Growth 2,000,000   10   20,000   2,000,000   10   20,000
4 Units of Templeton India Liquid Plan - Growth 600,689   10   8,616      
5 Units of J M High Liquidity Fund - Growth 2,472,311   10   40,728   2,103,630   10   32,000
6 Units of Zurich India Liquid Fund - Growth 1,126,565   10   13,300      
7 Units of Templeton India Treasury Mgt. Account - Growth 1,046   1,000   1,500      
8 Units of H.D.F.C. Liquid Fund - Growth 868,306   10   10,395      
9 Units of Reliance Liquid Fund - Treasury Plan - Growth 711,607   10   10,000      
10 Units of Reliance Liquid Fund - Treasury Plan - Bonus Growth 962,570   10   10,000      
11 Units of Grindlay Cash Fund - Growth 947,088   10   10,608      
12 Units of Chola Triple Ace - Bonus - Growth 1,178,984   10   13,333      
13 Units of Chola Liquid Fund - Growth 612,416   10   7,379      
14 Units of Sundaram Money Fund - Growth 280,787   10   3,500      
15 Units of IL&FS Bond Fund - Bonus - Growth 482,693   10   5,000      
16 Units of IL&FS Liquid Fund - Growth 929,673   10   10,306      
17 Units of HSBC Cash Fund - Growth 1,009,793   10   10,097      
   
  Total - (III)         231,140           261,726
   
  Grand Total - {(I)+(II)+(III)}         271,484           474,641
   
SUMMARY         Current Year           Previous Year
            Rs.           Rs.
Aggregate Value of Investments :                      
Quoted         38,217           5,921
Unquoted         231,149           468,403
                         
1) Investments have been classified as Long-term and Current Investments in accordance with Accounting Standard 13 Issued by the Institute of Chartered Accountants of India.
   
2) Purchases of Units of Mutual Funds held as Investments - 37,907,277 units amounting to (net of brokerage refunds) Rs. 4,95,940. (Previous Year Period - 93,579,150 units amounting to Rs. 12,83,660.)
   
3) Sales of units of Mutual Funds held as Investments - 39,681,674 units amounting to Rs. 5,26,710. (Previous Year - 80,788,146 units amounting to Rs. 11,24,400.)
   
4) Market Value of quoted Investments Rs. 2050. (Previous Year - Rs. 5,940)

46



schedules  
forming part of the Accounts   Continued 
      (Rs. in ’000s)   March 31,
2002
 
SCHEDULE VI            
CURRENT ASSETS, LOANS            
AND ADVANCES            
Current Assets            
Accrued Interest       1  
Sundry Debtors (unsecured)            
(i)    Debts (considered good -            
      outstanding for less than six months) 6,885       12,763  
(ii)   Debts (considered good – outstanding            
      for more than six months) 18,421       13,816  
(iii)  Debts - considered doubtful 543       543  
      Less: Provision for doubtful debts (543 )     (542 )
 
     
 
      25,306   26,580  
Cash     20   16  
Balance with Scheduled Banks -            
Balance in Current Accounts     17,215   18,861  
     
 
 
      42,541   45,457  
     
 
 
Loans and Advances *            
– Loans to Staff (See Note 6)     2,100   4,424  
– Other Loans       23,305  
Advance tax and tax deducted at            
source (Net of provisions)     6,801   5,359  
Advances recoverable in cash or in kind 5,866       8,235  
or for value to be received            
Less: Provision for doubtful advances (131 )     (131 )
 
     
 
      5,735   8,104  
     
 
 
      14,636   41,192  
     
 
 
* Of the above Advances            
   (a) Fully Secured     2,085   27,673  
   (b) Unsecured, Considered Good     12,551   13,519  
   (c) Considered Doubtful 131       131  
   Less: Provision for doubtful advances (131 )   (131 )
 
 
 
 
      14,636   41,192  
     
 
 
      57,177   86,649  
     
 
 
SCHEDULE VII            
CURRENT LIABILITIES AND PROVISIONS            
Current Liabilities            
Sundry Creditors -            
– Dues to creditors other than            
   Small-scale Industrial Undertakings     70,755   43,837  
Income and Lease Rentals received in advance     54   80  
Other Liabilites     8,061   26,675  
     
 
 
      78,870   70,592  
     
 
 
Provisions            
Proposed Dividend       61,250  
Provision for contingencies     10,000   10,000  
     
 
 
      10,000   71,250  
     
 
 
      88,870   141,842  
     
 
 
SCHEDULE VIII            
INCOME FROM OPERATIONS            
Fee Income     326,297   177,261  
[Tax at source Rs. 17,135,697]            
(Previous Year - Rs. 7,079,439)            
Interest on Loans     1,219   1,828  
Bad debts recovered     454   500  
Income from Incubation Facility     275   480  
[Tax at source Rs. 57,820]            
(Previous Year - Rs. 107,840)            
Lease rentals and related income 9,211       10,166  
Less: Lease Equalisation Account       (2,530 )
 
     
 
      9,211   7,636  
Dividend (See Note 7)     50   105  
[Tax at source Rs. 5,250]            
(Previous Year - Nil)            
Income from Deposits and Securities     683   601  
[Tax at source Rs. 24,769]            
(Previous Year - Rs. 75,467)            
      338,189   188,411  
     
 
 
SCHEDULE IX            
OTHER INCOME            
Interest on Miscellaneous Advances     351   366  
Income due to Exchange Fluctuation       305  
Miscellaneous Income (net)     2,658   152  
     
 
 
      3,009   823  
     
 
 
SCHEDULE X            
STAFF EXPENSES            
Salaries, Wages and Bonus     54,868   41,296  
Contribution to Provident and Other Funds     4,164   3,489  
Staff Welfare Expenses     3,140   749  
     
 
 
      62,172   45,534  
     
 
 
SCHEDULE XI            
ESTABLISHMENT EXPENSES            
Insurance     90   69  
Postage     607   143  
Electricity Charges     2,360   2,192  
Rates and Taxes     777   291  
Repairs and Maintenance – Building     3,286   2,631  
      – Others     1,044   716  
Telex, Telephone and Telegram Charges     3,233   3,885  
Rent - Office     9,480   8,842  
     
 
 
      20,877   18,769  
     
 
 
SCHEDULE XII            
OTHER EXPENSES            
Advertisement & Business Promotion     2,022   961  
Bank Charges     25   52  
Books and Periodicals     108   113  
Directors Meeting Expenses     62    
E.D.P. Expenses     6,400   1,834  
Travel, Conveyance and Motor Car Expenses     16,964   8,619  
Advisory Fees     13,500   144  
Legal and Professional Charges (See Note 1)     18,311   13,964  
Printing and Stationery     1,046   566  
Memberships and Subscriptions     1,969   818  
Loss on Sale of Assets (net)       58  
Loss due to Exchange Fluctuation     300    
Provision for Diminution in Value of Investments     1,802    
Doubtful Advances Written Off     3,236    
Miscellaneous Expenses (See Note 12)     9,771   8,728  
     
 
 
      75,516   35,857  
     
 
 
SCHEDULE XIII            
NOTES FORMING PART OF THE ACCOUNTS            
1.   Legal & Professional Charges include amounts paid/payable to the Auditors for:            
    (Rs. in ’000s )
      2002-2003   2001-2002  
   Audit Fees     100   70  
   Taxation Matters     20   10  
   Other Matters     100   660  
   Out-of Pocket Expenses     50    
     
 
 
      270   740  
     
 
 
2.   Earnings in Foreign Exchange            
   Fees     15,160   39,020  
   Interest on EEFC Deposit        
     
 
 
      15,160   39,020  
     
 
 
3.   Expenditure in Foreign Currency            
   Travel     969   480  
   Others     1,021   770  
     
 
 
      1,990   1,250  
     
 
 
             
4.   Estimated amount of Contracts remaining to be executed on capital account not provided for (net of advances, if any) - Nil (Previous Year - Nil).  

47



  schedules
 forming part of the accounts Continued 

5.
  
Income Tax demands (net of tax provision already created) for which appeals are being preferred Rs. 3,570 (Previous Year – Rs.3,570).
6.
  
Loans to staff include - Nil (Previous Year - Nil) from an Officer of the Company. Maximum amount due during the year - Nil. (Previous Year - Rs. 70).
7. Dividend Income comprises of the following :        
      (Rs. in ’000s)  
      2002-2003   2001-2002  
  Dividend from Non-Trade Investments        
  –   Current Investments   105  
  –   Long term Investments 50    
  Dividend from units held as Stock-in-trade    
   
 
 
  Total 50   105  
   
 
 
8. Staff Expenses include provision towards unutilised leave salary Rs. 870 (Previous Year – Rs.1,560).
   
9. The Company has complied with the Prudential norms prescribed by the Reserve Bank of India in respect of Income Recognition, Provision for Bad and Doubtful Debts and other Non Performing Assets.
   
10. In accordance with Section 45-IC of the Reserve Bank of India (Amendment) Act, 1997, twenty percent of the profit after taxation in the current year has been transferred to a Statutory Reserve.
   
11. Provision for tax of Rs. 60,700 (Previous Year–Rs. 33,776) includes provision for deferred tax amounting to Rs. (4,446) (Previous Year – Rs.3,776).
   
  The net deferred tax liability comprises the tax impact arising from timing differences on account of:
        (Rs. in ’000s)  
        2002-2003   2001-2002  
  Net Depreciation difference     70,531   73,795  
  Brought forward Capital loss (6,860 )     (2,082 )
  Provision for Contingencies (10,000 )     (10,000 )
  Provision for doubtful debts and            
  advances (672 )     (672 )
  Provision for Diminution in Value            
  of investments (2,119 )     (317 )
  Accrued expenses (2,677 ) (22,328 ) (1,564 )
   
     
 
        48,203   59,160  
       
 
 
  Net Deferred tax liability on above     17,295   21,741  
       
 
 
12. Miscellaneous expenses include Rs.5,450 (Previous Year – Rs. 5,520), being the Company’s share of various common overhead expenses incurred by ICICI Bank Limited, the holding company.
   
13.
  
Staff Expenses include Managerial Remuneration to Whole-time Director Rs. 5,760 (Previous Year – Nil). Details are given below :
  Salary & Allowances – Rs. 4,890 (Previous Year – Nil), Company’s contribution to Provident Fund – Rs. 290 (Previous Year – Nil), Company’s contribution to Gratuity – Rs. 120 (Previous Year – Nil), Company’s contribution to Superannuation Fund – Rs. 360 (Previous Year – Nil) and Perquisites Rs. 100 (Previous Year – Nil).
   
14. The figures for the previous year have been re-grouped wherever necessary so as to make them comparable with those of the current year.
   
SCHEDULE XIV
   
OPERATIONS & SIGNIFICANT ACCOUNTING POLICIES
   
The following paragraphs describe the nature of operations, the basis of presentation and the main policies adopted by the Company.
   
1. Nature of Operations

The Company is a public financial institution and provides venture capital assistance to a wide spectrum of industrial sectors. The assistance is extended through the Venture Funds and the Private Equity Funds managed/ advised by the Company. The accounts of these Funds are maintained separately and do not form part of the Company’s financial statements.
   
2. Basis of Presentation

ICICI Venture Funds Management Company Limited maintains the Books of Account in accordance with Section 209 of the Companies Act, 1956. The accounting and reporting policies of the Company are in conformity with the provisions of the Companies Act, 1956 and the Accounting Standards issued by the Institute of Chartered Accountants of India. The Company’s assets and liabilities are principally recorded on the historical cost basis and the accrual method of accounting is followed, except where otherwise noted. The principal accounting policies followed are consistent with those followed in the previous year.
   
3.
  
Income Recognition
  i.
  
As Fund Manager, the Company is entitled to an annual management fee and a performance fee, which is contingent on the payouts to the Fund Investors. In respect of the Private Equity Funds advised by the Company, the Company is entitled to an advisory fee. The annual management fee, performance fee and the advisory fee are recognised as revenue when they contractually accrue except where the management believes that the collectability is in doubt.
     
  ii. Dividend income from investment in units of Mutual Fund is recognised on cash basis. Dividend from shares of corporate bodies is accrued when such dividend has been declared by the corporate body in its Annual General Meeting and the Company’s right to receive the dividend payment is established.
     
  iii. Income on securities classified as stock-in-trade is recognised on trade date.
     
  iv. Interest is recognised, except where collectability is in doubt, on time proportionate basis taking into account the amount outstanding and the interest rates implicit in the transaction. Revenue recognition on loans placed in non-accrual status is resumed and suspended income recognised when the investment becomes contractually current and incomes are actually realised.
     
  v.
  
No credit is taken for interest and other dues in respect of (a) decreed debts, (b) where suits have been filed, (c) where loans have been recalled and (d) where accounts are considered bad or doubtful.
   
4.
  
Foreign Exchange Transactions

Transactions in foreign currency, to the extent not covered by forward contracts, are recorded at the exchange rate prevailing on the date of the transaction. Exchange differences arising on foreign currency transactions are recognised as income or expense in the period in which they arise.
   
  Monetary items (other than those relating to fixed assets) are restated at the rates prevailing at the year end. The difference between the year end rate and the exchange rate at the date of the transaction is recognised as income or expense in the profit and loss account.
   
5.
  
Investments

Long-term Investments are carried at cost. Provision for diminution, if any, in the value of long-term investments is made to recognise a decline which is not temporary. The said diminution is determined for each investment individually. Current Investments are stated at lower of cost or fair value.
   
6.
  
Stock-in-trade

Units and Securities held for trading purposes are classified as Stock-in-trade. Stock-in-trade is stated at lower of cost or market value.
   
7.
  
Leasing Business

Lease income is recognised on accrual basis, except where collectability is in doubt. In respect of assets leased, all of which were leased prior to Accounting Standard 19 – Leases, issued by the Institute of Chartered Accountants of India becoming mandatory, the Company has followed the recommendations contained in the guidance note on Accounting for Leases issued by the Institute of Chartered Accountants of India. The corresponding assets are depreciated at the rates and in the manner prescribed under Schedule XIV to the Companies Act, 1956.
   
8.
  
Fixed Assets and Depreciation

Fixed Assets are stated at cost less accumulated depreciation. Additions, major renewals and improvements are capitalised, while maintenance and repairs are expensed. Upon disposition, the net book value of assets is relieved and resultant gains and losses are reflected in the Profit and Loss Statement. The basis of depreciation is as follows:
   
  a) In respect of leased assets (other than vehicles leased to third parties), depreciation is provided on straight-line method at the rates and in the manner prescribed under Schedule XIV to the Companies Act, 1956.
     
  b) In respect of all other assets, depreciation is provided on written-down value method at the rates and in the manner prescribed under Schedule XIV to the Companies Act, 1956.
     
9. Employee Benefits

The Company has a superannuation fund and a gratuity fund maintained and administered by Life Insurance Corporation of India to which transfers are made annually based on advises received from the Life Insurance Corporation of India. Additionally, the Company also makes monthly contributions to the Employees’ Provident Fund Scheme managed by a trust constituted for the purpose and to the Family Pension Scheme administered by the Central Government. Contributions to retirement benefit schemes are booked under staff expenses. Provision for unutilised leave benefits has been made on the basis of management estimates.
   

Signatures to Schedules 'I' to 'XIV' which form an integral part of the Accounts.
       
As per our Report attached For and on behalf of the Board    
For S.B. BILLIMORIA & CO. K.V. KAMATH LALITA D. GUPTE RENUKA RAMNATH
Chartered Accountants Chairman Director Managing Director & CEO
       
UDAYAN SEN
Partner
Bangalore, April 24, 2003
BEENA M. CHOTAI
Financial Controller
Mumbai, April 23, 2003
ANSELM PINTO
Company Secretary
 

48


 
 
 Statement pursuant to Part IV of Schedule VI to the Companies Act, 1956
 Balance Sheet Abstract and Company’s General Business Profile
1. Registration Details                          
  Registration No. 0 8 / 1 0 0 9 9   State Code 0 8  
   Balance Sheet Date 3 1   0 3   2 0 0 3    
    Date      Month       Year      
2.
Capital Raised during the Year    
  (Amount in Rupees Thousands)    
  Public Issue   Bonus Issue
              N I L               N I L
  Rights Issue   Private Placement
              N I L               N I L
       
3. Position of Mobilisation and Deployment of Funds    
  (Amount in Rupees Thousands)    
  Total Liabilities   Total Assets
  3 4 5 3 1 8 . 5 2   3 4 5 3 1 8 . 5 2
  Sources of Funds    
  Paid-up Capital   Reserves and Surplus
    3 1 2 5 0 . 0 0   2 8 8 7 7 3 . 8 2
  Secured Loans   Unsecured Loans
              N I L       8 0 0 0 . 0 0
  Deferred Tax Liability    
    1 7 2 9 4 . 7 1                    
  Application of Funds    
  Net Fixed Assets   Investments
  1 0 7 6 4 5 . 4 8   2 6 9 3 6 5 . 7 2
  Net Current Assets   Miscellaneous Expenditure
    (3 1 6 9 2 . 6 8)               N I L
  Accumulated Losses   (to the extent not written-off or adjusted)
              N I L                    
       
4. Performance of Company
(Amount in Rupees Thousands)
Turnover / Income
   
    Total Expenditure
  3 5 6 5 7 0 . 7 1   1 7 0 9 1 8 . 6 5
  Profit / Loss before Tax   Profit / Loss after Tax
  1 8 5 6 5 2 . 0 6   1 2 4 9 5 2 . 8 3
  Earning per Share in Rupees   Dividend Rate %
          4 0 . 0 0         2 9 0 . 0 0
     
5. Generic Names of Principal Products/Services of the Company
(as per monetary terms)
 
  Item Code No.         : Not Applicable
   
  Product Description : Financial Services    

  For and on behalf of the Board  
       
  K.V. KAMATH
Chairman
LALITA D. GUPTE
Director
RENUKA RAMNATH
Managing Director & CEO
  BEENA M. CHOTAI
Financial Controller
ANSELM PINTO
Company Secretary
 
Mumbai, April 23, 2003      

49


 

  section 217
 Statement pursuant to Section 217 (2A) of the Companies Act, 1956 and Companies (Particulars of Employees) Rules, 1975, as amended (Forming part of the Directors' Report for the year ended March 31, 2003)


 


 
 

      Desig./ Gross   Expe-   Date of  
Sl.     Nature of Remuneration   rience   Commencement  
No.   Name, Qualifications and Age (in years) Duties*** Received (Rs.)   (in years)   of Employment Last Employment / Designation

 


 
 

1.   Renuka Ramnath, B.E., PGDM, Advanced Mgmt. MD & CEO 5,638,811   17   01-Apr-02 ICICI Bank Limited -
    Program-Harvard Business School, (41)             General Manager
2.   Sumi tChandwani, B.E. (Industrial Engg.), C-I 3,503,493   12   08-Jan-00 GE Capital, Mumbai -
    PGDM(IIMB) (34)             Vice President - Head Western
3.   Bala Deshpande, M.A., MMS (37) C-I 3,631,493   13   22-Apr-00 International Best Foods Limited
                  Marketing Manager
4.   Beena Chotai, B.Com, A.C.A. (34) FC 3,203,485   12   12-Jul-93 Veejay Lakshmi Engg. Works
                  Limited, Coimbatore -
                  Accounts Officer
5.   Kishore Gotety, B.Com, ICWA, MMS (31) C-I 4,003,493   10   10-Sep-01 ICICI Securities,
                  Head - Capital Markets and
                  Investment Banking Services
6.   K. Ravindra, B.E. (Mechanical), PGDM (IIMC) (37) C-I 2,603,485   14   01-Sep-00 ICICI Limited, Hyderabad,
                  Zonal Manager

 


 
 

***   Designation/Nature of Duties Codes              
    MD & CEO - Managing Director & Chief Financial Officer C-I – Chief   - Investments   FC – Financial Controller
Notes:              
1.
The nature of employment is contractual and the employees are governed by the Company’s rules and conditions of service.
2. None of the Employees mentioned above is a relative of any Director of the Company.
3. Gross Remuneration includes Basic Salary, House Rent Allowance/Rent paid for residential accommodation, Conveyance Allowance, Medical Expenses, Bonus, Leave Encashment, Leave Fare Concession, Company’s Contribution to Provident Fund and Superannuation Fund. The Gross amount includes payment of gratuity to the employees on retirement, wherever applicable.
4. Designation, Nature of Duties and Remuneration are as on March 31, 2003.

For and on behalf of the Board of Directors

K.V. KAMATH
Chairman

Mumbai, April 23, 2003

 

50


 ICICI INTERNATIONAL LIMITED
 7TH ANNUAL REPORT AND ACCOUNTS 2002-2003
Directors Secretary Auditors
Renuka Ramnath
Suresh Kumar
Couldip Basanta Lala
Kapil Dev Joory
International Financial Services Limited
3rd Floor, Les Cascades
Edith Cavell Street
Port Louis
Mauritius
Horwath Mauritius
Public Accountants
3rd Floor, Amod Building
19, Poudrière Street
Port Louis
Mauritius
Administrator Registered Office  
International Financial Services Limited
3rd Floor, Les Cascades
Edith Cavell Street
Port Louis
Mauritius
C/o. International Financial Services Limited
3rd Floor, Les Cascades
Edith Cavell Street
Port Louis
Mauritius
 

 commentary of the directors
    year ended March 31, 2003

INCORPORATION
The Company was incorporated in the Republic of Mauritius as a private company limited by shares on January 18, 1996.

ACTIVITIES
The Company is an Investment and Fund Management Company.

RESULTS
The results for the year are shown in the Income statement. The Directors paid an interim dividend of USD 20,000 during the year under review.

DIRECTORS
The present membership of the Board is set out as above. All Directors served throughout the year,

DIRECTORS’ RESPONSIBILITIES IN RESPECT OF THE FINANCIAL STATEMENTS
Company law requires the Directors to prepare financial statements for each financial year, which present fairly the financial position, financial performance and the cash flow of the Company. The Directors are also responsible for keeping accounting records which:

The Directors confirm that they have complied with the above requirements in preparing the financial statements.

AUDITORS
The Auditors, Horwath Mauritius, have indicated their willingness to continue in office.

REPORT FROM THE SECRETARY TO THE MEMBERS OF ICICI INTERNATIONAL LIMITED UNDER SECTION 166 (d) OF THE COMPANIES ACT, 2001
We certify that we have filed with the Registrar all such returns as are required of the Company under the Companies Act, 2001 for the financial year ended March 31, 2003.

for International Financial Services Limited
Corporate Secretary

April 9, 2003

 auditors’ report
  to the members of ICICI International Limited

We have audited the financial statements of ICICI INTERNATIONAL LIMITED on page 52 which have been prepared on the basis of the accounting policies set out on page 53.

RESPECTIVE RESPONSIBILITIES OF DIRECTORS AND AUDITORS
The Company’s Directors are responsible for the preparation of the financial statements. It is our responsibility to form an independent opinion, based on our audit on the financial statements and to report our opinion to you.

Basis of opinion
We conducted our audit in accordance with International Standards on Auditing.

An audit includes an examination, on a test basis, of evidence relevant to the amounts and disclosures in the financial statements. It also includes an assessment of the significant estimates and judgements made by the Directors in the preparation of the financial statements, and of whether the accounting policies are appropriate to the Company’s circumstances, consistently applied and adequately disclosed.

We planned and performed our audit so as to obtain all information and explanations that we considered necessary in order to provide us with sufficient evidence to give reasonable assurance that the financial statements are free from material misstatements. In forming our opinion, we also evaluated the overall adequacy of the presentation of information in the financial statements.

Opinion
In our opinion, the financial statements give a true and fair view of the state of affairs of the Company as at March 31, 2003 and of its profit, changes in equity and cash flows for the year ended and have been properly prepared in accordance with International Accounting Standards and comply with the Companies Act, 2001. We have obtained all the information and explanations we considered necessary for the purposes of our audit. In our opinion, proper accounting records have been kept by the Company.

HORWATH MAURITIUS
Public Accountants

K.S. SEWRAZ, FCCA
Signing Partner

Port Louis, Mauritius
April 9, 2003

51


balance sheet   income statement
as at March 31, 2003   for the year ended March 31, 2003          
        March 31,           March 31,  
  Notes (USD)   2002     Notes (USD)   2002  
                       
ASSETS           REVENUE          
Non-current Assets           Management fee   330,302   944,273  
Investments 2 300,000   300,100   Interest Income   3,694   7,857  
Less : Provision for investment written-off     (100 )    
 
 
   
 
 
      333,996   952,130  
    300,000   300,000      
 
 
            EXPENSES          
Current Assets           Advisory fee    322,300   815,000  
Receivables 4 79,837   3,141   Licence fee   1,500   1,500  
Cash and cash equivalents   150,974   303,298   Director’s fee   1,250   1,063  
   
 
  Secretarial fee   1,250   1,063  
    230,811   306,439   Administration and professional fees   4,610   7,922  
   
 
  Bank charges   300   63  
Total Assets   530,811   606,439   Audit fee   2,300   2,240  
   
 
  Provision for investment written-off     100  
            General expenses   210    
EQUITY AND LIABILITIES              
 
 
Capital and reserves               333,720   828,951  
Issued capital 5 400,000   400,000      
 
 
Accumulated profits   129,092   148,816              
   
 
  PROFIT FROM OPERATIONS   276   123,179  
    529,092   548,816              
   
 
  Previous year expenses written back (net) 3   32,462  
Current Liabilities              
 
 
Payables 6 1,719   7,623   NET PROFIT FOR THE YEAR   276   155,641  
Dividend proposed     50,000      
 
 
   
 
             
    1,719   57,623              
   
 
             
Total Equity and Liabilities   530,811   606,439              
   
 
             
                       

Approved by the Board of Directors on April 9, 2003             
     
   COULDIP BASANTA LALA
   Director
RENUKA RAMNATH
Director
 
               
statement of changes in equity  
for the year ended March 31, 2003
               
  Share   Accumulated     TOTAL  
  Capital   Profits        
               
  USD   USD     USD  
Balance at April 1, 2001 400,000   43,175     443,175  
Net Profit for the year   155,641     155,641  
Dividends   (50,000 )   (50,000 )
 
 
   
 
Balance at March 31, 2002 400,000   148,816     548,816  
Net Profit for the year   276     276  
Dividends   (20,000 )   (20,000 )
 
 
   
 
Balance at March 31, 2003 400,000   129,092     529,092  
 
 
   
 
                 
               
Notes on pages 51 and 52 form an integral part of these financial statements              
               
52
 

 

 
   cash flow statement
   for the year ended March 31, 2003
   (USD)   March 31,
2002
     (USD)   March 31,
2002
 
                   
CASH FLOWS FROM OPERATING ACTIVITIES         CASH FLOWS FROM INVESTING ACTIVITIES        
Net profit for the year 276   155,641   Interest received 3,694   7,857  
Adjustments for :          
 
 
Interest income (3,694 ) (7,857 ) Net cash from investing activities 3,694   7,857  
 
 
   
 
 
Operating profit before working capital changes (3,418 ) 147,784   CASH FLOWS FROM FINANCING ACTIVITIES        
(Increase) / Decrease in receivables (76,696 ) 8,564   Dividend paid (20,000 )  
Decrease in payables (55,904 ) (159,625 )  
 
 
Provision for investments written-off   100   Net cash from financing activities (20,000 )  
Net cash used in operating activities (136,018 ) (3,177 )  
 
 
 
 
  NET (DECREASE) / INCREASE IN CASH AND CASH EQUIVALENTS (152,324 ) 4,680  
          CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 303,298   298,618  
          CASH AND CASH EQUIVALENTS AT END OF YEAR (note 1 d) 150,974   303,298  
           
 
 
notes to the financial statements
for the year ended March 31, 2003
1. ACCOUNTING POLICIES
The financial statements are prepared in accordance with applicable International Accounting Standards. A summary of the more important accounting policies, which have been applied consistently, is set out below. The preparation of financial statements in accordance with International Accounting Standards requires the Directors to make estimates and assumptions that affect the reported amounts and disclosures in the financial statements. Actual results could differ from those estimates.
  (a)
Basis of accounting
The financial statements are prepared under the historical cost convention.
  (b) Investments
The investment in the joint venture entity, TCW/ICICI Investment Partners, is viewed as a ”strategic investment” and has, as a result, been recorded at cost.
Available-for-sale investments are valued at fair value and the resulting temporary unrealised (gains) / losses (including unrealised foreign exchange (gains) / losses on retranslation at the closing rate, if any) are reported as a separate component of equity as ”Investment Revaluation Reserve”, till the underlying investment is sold or permanently written off, when the total realised (gains) / losses are included in the Income Statement.
  (c) Foreign currency translation
Foreign currency transactions are translated into US Dollar at the exchange rate ruling on the transaction dates. Monetary assets and liabilities at the balance sheet date, which are denominated in foreign currencies, are translated into US Dollar at the rate of exchange ruling at the balance sheet date.
Realised and unrealised gains and losses on exchange are dealt with in the Income Statement.
  (d) Cash and cash equivalents
Cash and cash equivalents consist of cash on hand, balances with banks, and investments in market instruments.
  (e) Revenue recognition
Revenue is recognised on the following basis :
Interest Income and Management Fees as they accrue unless collectibility is in doubt.
2.
  
INVESTMENTS
Details of the Investments are as follows :
  (a) Unquoted Securities
     No. of
Shares
  %
Holding
  Cost
USD
  Directors’
Valuation
USD
 
  TCW/ICICI Investment                
  Partners LLC 300,000   50   300,000   300,000  
   
     
 
 
  Total 300,000       300,000   300,000  
   
     
 
 
  (b) Investments which exceeds 10% of the issued share capital are :
  Name of Company Description Proportion held  
  TCW / ICICI Investment Ordinary shares 50%  
  Partners LLC      
3. Expenses written back March 31,   March 31,  
      2003   2002  
      USD   USD  
    Overprovision of prior year professional   41,000  
    fees written back        
    Performance fees receivable written off   (8,538 )
     
 
 
    Previous year expenses written back (net)   32,462  
     
 
 
4. Receivables March 31,   March 31,  
      2003   2002  
      USD   USD  
    Prepayment and accrued interest 79,837   3,141  
     
 
 
    Total 79,837   3,141  
     
 
 
5. Share Capital March 31,   March 31,  
    2003   2002  
    USD   USD  
  Authorised        
  5,000,000 Ordinary shares of USD 10 each 50,000,000   50,000,000  
   
 
 
  Issued and fully paid        
  40,000 Ordinary shares of USD 10 each 400,000   400,000  
   
 
 

53



notes to the financial statements
Continued    

6. Payables March 31,   March 31,  
      2003   2002  
      USD   USD  
  Accruals 1,719   7,623  
     
 
 
      1,719   7,623  
     
 
 
7. Taxation
The Company has received a Certificate of Mauritian tax residence from the Commissioner of Income Tax in Mauritius, which entitles it to certain reliefs pursuant to the treaties concluded between Mauritius and the investee countries for the avoidance of double taxation. Capital gains are exempt from Mauritian tax and any dividends paid by the Company to shareholders will be exempt in Mauritius from any withholding tax. The Company is liable to pay income tax on its net income at a rate of 15% effective from the year ended March 31, 2003. The Company, however, had allowable losses at March 31, 2003 of USD 3,418 and, therefore, no provision for tax has been made for the current year.
   
8.
  
Financial Instruments
  The carrying amount of investments, receivables, cash and cash equivalents and payables approximate to their fair values. Financial assets and liabilities which are accounted for at historical cost are carried out at values which differ from their fair values. It is not practicable within the constraints of timeliness and cost to determine the fair values of certain financial assets and liabilities with sufficient reliability.
   
9.
  
Reporting currency
  The financial statements are presented in US Dollar, which is considered to be the Company’s principal trading currency.

54




ICICI PRUDENTIAL LIFE INSURANCE COMPANY LIMITED
3RD ANNUAL REPORT AND ACCOUNTS 2002-2003
Directors Board Governance Committee Board Investment Committee
K.V. Kamath, Chairman
Mark Tucker
Lalita D. Gupte
Danny Bardin
Kalpana Morparia
Chanda Kochhar
M.P. Modi
R. Narayanan
Shikha Sharma, Managing Director
Danny Bardin, Chairman
Lalita D. Gupte
Shikha Sharma
Lalita D. Gupte, Chairperson
Danny Bardin
Shikha Sharma
V. Rajagopalan

Sandeep Batra
Puneet Nanda
Risk Management and Audit Committee
M.P. Modi, Chairman
Danny Bardin
Kalpana Morparia
 
  Joint Auditors
Bharat S. Raut & Co.
Chartered Accountants
S.R. Batliboi & Co.
Chartered Accountants
Registered Office
ICICI Prulife Towers
1089, Appasaheb Marathe Marg,
Prabhadevi,
Mumbai - 400 025.


directors' report
  to the members

We are pleased to present the Third Annual Report to the Members alongwith the audited Statement of Accounts for the financial year ended March 31, 2003.

Operational Review

The year under review witnessed all the 12 private life insurers becoming fully operational. With the increased competitive activities it is estimated that the private life insurers have captured 10% of the market in terms of First Year Premium. Despite this increased competition, we are pleased to inform you that the Company has consolidated its position as the leading private life insurer in India, with the Annualized Premium growing more than three fold over the previous year.

A summary of the financial results for the year ended March 31, 2003 are as under :

Particulars Current Year   Previous Period  
    (March 31, 2003)   (March 31, 2002)  
No. of new Policies (in ‘000) 244   98  
        Rs. Million  
Premium Income 4,176   1,163  
Sum Assured in force        
Basic Policy 51,095   15,394  
Total (Basic + Riders) 87,605   27,573  
Annualized Premium        
Regular 2,378   680  
Single 1,570   576  
APE (Regular + 10% of single) 2,535   738  

Surplus / (Deficit) in Revenue / Profit & Loss Accounts before transfer from Shareholders fund :

      Rs. Million  
Participating (706 ) (770 )
Non-participating (30 ) (104 )
Annuities participating (221 ) (175 )
Linked (363 ) (15 )
Linked - Pension (263 )  
Shareholders 112   191  
 
 
 
Total (1471 ) (873 )
 
 
 

Customer First

Our customer centric approach has been the key reason for our success. Continuing with our ‘Customer First‘ philosophy, we have significantly expanded our presence to 29 operational Branches (2001-2002 : 16), with the Advisor force growing to over 18,000. We have also strengthened our Alternate Distribution channels, i.e. Bancassurance, Corporate Agents and Direct Marketing, making purchase of insurance more accessible. We are pleased to inform that the Bancassurance and Direct Marketing channels have contributed to over 18% of the Annualized Premium during the year.

Products

We were amongst the first to identify the emerging opportunity in the Pension segment and launched two linked pension products – LifeTime Pension and LifeLink Pension, which have been well received in the market. This has resulted in significant market share gains in the pension segment. We have also launched a complete range of Group Solutions to meet the needs of corporate customers.

Linked products, which offer more flexibility and transparency to the customers, have been in focus during the year. We offer the most comprehensive suite of products to our customers, and the diversified product mix achieved during the year is as under :

Product type     Mix in terms of APE   
  2002-2003   2001-2002  
Participating 35 % 61 %
Non-participating 3 % 9 %
Annuities participating 10 % 27 %
Linked 28 % 3 %
Linked – Pension 24 %  
 
 
 
Total 100 % 100 %
 
 
 

In our commitment towards delivering a superior customer experience, we have embarked on a Six Sigma Quality program, which is being implemented in the areas of customer enrolment, policy issuance and servicing.

Asset Liability Management

The Company has put in place an Asset-Liability Management (ALM) framework for its investment related risks. As part of this, the Company has hedged the single premium non-participating portfolio by duration matching. On the participating portfolio, the Company has adopted a strategy, which includes investments in Equities with an index-based strategy. The asset under management for the linked portfolio comprises of more than 30% of the funds, for which the Company has minimal ALM risk.

Dividend

Since the Company has incurred a loss, the Directors are unable to recommend any dividend for this financial year.

Rural and Social Sector Obligations

The Company has achieved the rural and social sector obligations by writing 29,376 policies pertaining to the rural sector and by covering 17,964 lives from economically vulnerable or backward classes of society under our social sector group policies.

Increase in Share Capital

The company issued 235,000,000 equity shares of Rs. 10 each at par amounting to Rs. 2,350 million in the year under review, taking the total paid-up capital to Rs. 4,250 million.

55


 

 
directors’ report  
Continued     

Public Deposits

During the year under review, the Company has not accepted any deposit under Section 58A of the Companies Act, 1956.

Corporate Governance

We are committed to achieving the highest standards of corporate governance. We continue to adopt the best practices in corporate governance. The composition of the Board of Directors includes two independent Directors. The Board Committees have been set-up to oversee and review the functions of the executive management.

Directors

Chanda Kochhar and R. Narayanan were appointed as additional Directors during the year. They would retire at the ensuing Annual General Meeting, and being eligible, offers themselves for re-appointment.

In accordance with the provisions of the Companies Act, 1956 Kalpana Morparia and M.P. Modi shall retire by rotation at the ensuing Annual General Meeting. They being eligible, offer themselves for re-appointment.

Auditors

The Joint Statutory Auditors, M/s. Bharat S. Raut & Company, Chartered Accountants and M/s. S.R. Batliboi & Company, Chartered Accountants, retire at the ensuing Annual General Meeting and offer themselves for re-appointment. The Company has obtained a certificate as required under Section 224 (1B) of the Companies Act, 1956 to the effect that their re-appointment, if made, would be in conformity with the limits specified in that Section.

As recommended by the Risk Management and Audit Committee, the Board has proposed their appointment, as joint statutory auditors for the financial year 2003-2004. You are requested to consider their appointment.

Particulars of Employees

As required by the provisions of Section 217 (2A) of the Companies Act, 1956, read with the 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.

Additional Information

Information in accordance with the provisions of Section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are as follows:

Particulars Current Year   Previous Period  
  (March 31, 2003)   (March 31, 2002)  
Conservation of Energy Not Applicable   Not Applicable  
Technology Absorption Not Applicable   Not Applicable  
Foreign Exchange Earnings & Outgo        
– Earnings in Rupees million 1   1  
– Outgo in Rupees million 17   14  

Directors Responsibility Statement

Your Directors confirm that :

1. in the preparation of the annual accounts, the applicable accounting standards have been followed;
   
2. the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the loss of the Company for that period;
   
3 the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities and;
   
4. the Directors have prepared the annual accounts on a going concern basis.

Acknowledgements

We would like to place on record our sincere appreciation for the faith and confidence reposed by our esteemed policyholders, shareholders, banks, financial institutions, ICICI Bank group and Prudential group.

We would also like to express our gratitude for the valuable advice, guidance and support received from time to time from the Insurance Regulatory & Development Authority, the Reserve Bank of India, the auditors and the statutory authorities.

We would also like to place on record our appreciation on the contribution made by all the employees, advisers and partners from alternative channels to the excellent performance that the Company has achieved during the year and look forward to their continued involvement, commitment and dedication to enable it to reach greater heights in the life insurance industry.

    For and on behalf of the Board
 
       K.V. KAMATH
Mumbai, April 22, 2003 Chairman

56


 

 

     auditors’ report

          to the members of ICICI Prudential Life Insurance Company Limited

We have audited the attached Balance Sheet of ICICI Prudential Life Insurance Company Limited (‘the Company’) as at March 31, 2003, and the related Policyholders’ Revenue Account, the Shareholders’ Profit & Loss Account, of the Company for the year ended on that date, annexed thereto, and the Receipts and Payments Account for the year ended on that date.

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted in India. These standards require that we plan and perform the audit to obtain reasonable assurance as to whether the financial statements are free of material misstatement. An audit includes examining on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

The Balance Sheet, the Policyholders’ Revenue Account and the Shareholders’ Profit & Loss Account have been drawn up in accordance with the Insurance Regulatory and Development Authority (Preparation of Financial Statements and Auditor’s Report of Insurance Companies) Regulations 2002 read with Section 211 of the Companies Act, 1956.

We report thereon as follows :

In our opinion and to the best of our information and according to the information and explanations given to us :

Further, according to the information and explanations given to us and to the best of our knowledge and belief we certify that :

For BHARAT S. RAUT & CO.
Chartered Accountants
For S.R. BATLIBOI & CO.
Chartered Accountants
 
 
     
AKEEL MASTER
Partner
Mumbai, April 22, 2003
PER HEMAL SHAH
A Partner
Mumbai, April 22, 2003
 
 
 

57




     
  balance sheet  
as at March 31, 2003  

Registration No. and Date of Registration with the IRDA : Regn. No. 105 dated 24.11.2000

  Schedule (Rs. in ’000s)   March 31,  
        2002  
SOURCES OF FUNDS          
SHAREHOLDERS’ FUNDS :          
SHARE CAPITAL 1 4,250,000   1,900,000  
Credit / (Debit) Fair Value          
   Change Account - Net   (10,707 )  
   
 
 
    4,239,293   1,900,000  
   
 
 
POLICYHOLDERS’ FUNDS :          
POLICY LIABILITIES          
–    Participating Business   1,510,513   580,079  
–    Non-Participating Business   958,284   534,361  
–    Annuities Participating   657,206   216,654  
–    Linked   32,135   935  
–    Linked Pension   45,808    
–    Linked Group Gratuity   405    
INSURANCE RESERVES          
–    Linked Group Gratuity   22    
Provision for linked liabilities   2,081,732   75,374  
   
 
 
    5,286,105   1,407,403  
   
 
 
Total   9,525,398   3,307,403  
   
 
 
APPLICATION OF FUNDS          
INVESTMENTS          
Shareholders’ 2 1,281,324   515,930  
Policyholders’ 2A 3,299,385   1,325,790  
Asset held to cover linked liabilities 2B 2,081,732   75,374  
FIXED ASSETS 3 414,229   281,947  
Deferred Tax Asset (Net)   102,346   102,346  
CURRENT ASSETS          
Cash and Bank Balances 4 320,378   107,010  
Advances and Other Assets 5 210,064   119,755  
Less : Current Liabilities & Provisions 6 709,121   273,995  
   
 
 
NET CURRENT ASSETS   (178,679 ) (47,229 )
   
 
 
Profit & Loss Account - Debit balance   2,525,061   1,053,247  
(Share Holders’ Account)          
   
 
 
Total   9,525,398   3,307,403  
   
 
 
NOTES TO ACCOUNTS 11        

Schedules referred to herein form an integral part of the Balance Sheet.

     
  profit and loss account  
for the year ended March 31, 2003  

Registration No. and Date of Registration with the IRDA : Regn. No. 105 dated 24.11.2000
  Schedule (Rs. in ’000s)   March 31,  
        2002  
           
Shareholders' Account          
(Non-technical Account)          
Amount transferred to :          
Policyholders’ Account          
   (Technical) Participating   706,428   927,171  
Policyholders’ Account          
   (Technical) Non-Participating   30,027   124,697  
Policyholders’ Account (Technical)          
   Annuities Participating   221,272   175,169  
Policyholders’ Account          
   (Technical) Linked   362,573   14,769  
Policyholders’ Account          
   (Technical) Linked Pension   263,484    
   
 
 
Total (A)   1,583,784   1,241,806  
   
 
 
Income From Investments          
(a)  Interest & Dividend (Gross)   62,019   107,292  
(b)  Profit on sale of investments (Net)   57,172   112,347  
Fees for professional services   1,397   1,011  
Other Income   19   58  
   
 
 
Total (B)   120,607   220,708  
   
 
 
Operating Expenses          
Employees remuneration & welfare benefits   1,648   2,974  
Rent, Rates & Taxes     5  
Travel, conveyance & vehicle running expenses 49   341  
Legal and professional fees   22   6,057  
Sales Promotion   4,543   692  
Sale / write off of Fixed Assets   802    
Others   1,527   861  
Depreciation   47   142  
   
 
 
Total (C)   8,638   11,072  
   
 
 
Profit / (Loss) before Tax   (1,471,814 ) (1,032,170 )
Provision for Taxation (Current Year ) - Deferred     (18,811 )
Profit / (Loss) after Tax   (1,471,814 ) (1,050,981 )
APPROPRIATIONS          
Balance at the beginning of the year   (1,053,247 ) 2,259  
Provision for Taxation (Previous Period) - Deferred   (4,525 )
   
 
 
Profit / (Loss) carried to Balance Sheet   (2,525,061 ) (1,053,247 )
 
 
 
NOTES TO ACCOUNTS 11        
           
Schedules refer to herein form an integral part of the Shareholders’ Account.        

As per our report of even date.        
         
For BHARAT S. RAUT & CO.
Chartered Accountants
For S.R. BATLIBOI & CO.
Chartered Accountants
     
     
AKEEL MASTER PER HEMAL SHAH K.V. KAMATH M.P. MODI S.P. SUBHEDAR
Partner A Partner Chairman Director Director
         
Mumbai, April 22, 2003   SHIKHA SHARMA
Managing Director
SANDEEP BATRA
Chief Financial Officer &
Company Secretary
V. RAJAGOPALAN
Appointed Actuary

58


 
     revenue account
          for the year ended March 31, 2003
Registration No. and Date of Registration with the IRDA : Regn. No. 105 dated 24.11.200
(Rs. in ’000s) 
Policyholders’ Account (Technical Account)

 
        Non-   Annuities           Linked      
Particulars Schedule Parti-   parti-   Partici-       Linked   Group      
    cipating   cipating   pating   Linked   Pension   Gratuity   Total  

 
Premiums earned – net                              
(a) Premium 7 1,112,197   430,188   433,425   1,567,258   624,746   8,429   4,176,243  
(b) Reinsurance ceded   (787 ) (1,624 ) (75 ) (342 )     (2,828 )
Income from Investments                              
(a) Interest & Dividend (Gross)   73,871   60,955   24,743   183   47     159,799  
(b) Profit on sale / redemption of                              
    investments (Net)   21,300   27,567   13,624   109   36     62,636  
Linked Income         19,376   7,145     26,521  
Fees and Charges   1,456   80   191   3       1,730  
   
 
 
 
 
 
 
 
Total (A)   1,208,037   517,166   471,908   1,586,587   631,974   8,429   4,424,101  
   
 
 
 
 
 
 
 
Commission 8 227,798   16,432   33,283   55,968   31,190   5   364,676  
Operating Expenses related to                              
Insurance Business 9 743,787   93,747   214,252   405,741   293,710     1,751,237  
Provision for Taxation (Current Year) – Deferred                
   
 
 
 
 
 
 
 
Total (B)   971,585   110,179   247,535   461,709   324,900   5   2,115,913  
   
 
 
 
 
 
 
 
Benefits Paid 10 12,446   13,091   5,093   644   283     31,557  
Liability against Life policies in force   930,434   423,923   440,552   31,200   45,808   405   1,872,322  
Transfer to Linked Fund         1,455,607   524,467   7,997   1,988,071  
   
 
 
 
 
 
 
 
Total (C)   942,880   437,014   445,645   1,487,451   570,558   8,402   3,891,950  
   
 
 
 
 
 
 
 
SURPLUS / (DEFICIT) (D) = (A)-(B)-(C)   (706,428 ) (30,027 ) (221,272 ) (362,573 ) (263,484 ) 22   (1,583,762 )
   
 
 
 
 
 
 
 
APPROPRIATIONS                              
Transfer from Shareholders’ Account   706,428   30,027   221,272   362,573   263,484     1,583,784  
Balance being funds for future appropriations             22   22  
NOTES TO ACCOUNTS 11                            

 
for the period ended March 31, 2002
Policyholders’ Account (Technical Account)

 
        Non-   Annuities           Linked      
Particulars Schedule Parti-   parti-   Partici-       Linked   Group      
    cipating   cipating   pating   Linked   Pension   Gratuity   Total  

 
Premiums earned – net                              
(a) Premium 7 380,548   483,421   223,662   76,122       1,163,753  
(b) Reinsurance ceded   (216 ) (89 ) (6 ) (30 )     (341 )
Income from Investments                              
(a) Interest – Gross     16,997           16,997  
(b) Profit on sale / redemption of                              
   investments (Net)     11,727           11,727  
Linked Income         1,270       1,270  
Fees and Charges   298   48   242         588  
   
 
 
 
 
 
 
 
Total (A)   380,630   512,104   223,898   77,362       1,193,994  
   
 
 
 
 
 
 
 
Commission 8 104,964   13,121   25,159   1,474       144,718  
Operating Expenses related to                              
Insurance Business 9 567,886   104,053   157,217   19,325       848,475  
Provision for Taxation (Current Year) – Deferred   (82,974 ) (11,365 )   (2,158 )     (96,497 )
   
 
 
 
 
 
 
 
Total (B)   589,876   105,809   182,375   18,641       896,701  
   
 
 
 
 
 
 
 
Benefits Paid 10 4,112   2,412     2       6,526  
Liability against Life policies in force   556,910   508,089   216,652   935       1,282,586  
Transfer to Linked Fund         72,553       72,553  
   
 
 
 
 
 
 
 
Total (C)   561,022   510,501   216,652   73,490       1,361,665  
   
 
 
 
 
 
 
 
SURPLUS / (DEFICIT) (D) = (A)-(B)-(C)   (770,268 ) (104,206 ) (175,129 ) (14,769 )     (1,064,372 )
   
 
 
 
 
 
 
 
APPROPRIATIONS                              
Insurance reserve at the beginning of the year   (182,717 ) (23,862 ) (40 )       (206,619 )
Provision for Taxation (Previous Year) - Deferred   25,814   3,371           29,185  
    (156,903 ) (20,491 ) (40 )       (177,434 )
Transfer from Shareholders’ Account   927,171   124,697   175,169   14,769       1,241,806  
Balance being funds for future appropriations                
NOTES TO ACCOUNTS 11                            

 
As required by Section 40-B(4) of the Insurance Act, 1938 we certify that all expenses of been fully debited to the Policyholders’ Revenue Account as expenses.

Schedules referred to herein form an integral part of the Policyholders’ Revenue Account.

As per our report of even date.

       
For BHARAT S. RAUT & CO.
Chartered Accountants
For S.R. BATLIBOI & CO.
Chartered Accountants
     
         
AKEEL MASTER
Partner
PER HEMAL SHAH
A Partner
K.V. KAMATH
Chairman
M.P. MODI
Director
S.P. SUBHEDAR
Director
         
Mumbai, April 22, 2003   SHIKHA SHARMA
Managing Director
SANDEEP BATRA
Chief Financial Officer &
Company Secretary
V. RAJAGOPALAN
Appointed Actuary

59


 

     
  schedules  
forming part of the financial statements  
      (Rs. in ’000s)  
  March 31, 2003   March 31, 2002  
SCHEDULE – 1        
SHARE CAPITAL        
Authorised Capital        
Equity Shares of Rs. 10 each 6,000,000   2,300,000  
 
 
 
Issued, Subscribed and Called up Capital        
Equity Shares of Rs. 10 each Fully Paid Up 4,250,000   1,900,000  
 
 
 
Total 4,250,000   1,900,000  
 
 
 
Of the above issued share capital as of March 31, 2003, 314,499,993 shares (Previous year : 140,599,993 shares) of Rs. 10 each are held by the holding company, ICICI Bank Limited and 7 shares (Previous year : 7 shares) of Rs.10 each are held by ICICI Bank Limited through its nominees.        

 

PATTERN OF SHAREHOLDING
[As certified by the Management]

Shareholder March 31, 2003   March 31, 2002  
 
 
 
  Number of   % of   Number of   % of  
  Shares   Holding   Shares   Holding  
Promoters                
   Indian 314,500,000   74   140,600,000   74  
   Foreign 110,500,000   26   49,400,000   26  
 
 
 
 
 
Total 425,000,000   100   190,000,000   100  
 
 
 
 
 

SCHEDULE – 2 March 31, 2003   March 31, 2002  
INVESTMENTS SHAREHOLDERS        
LONG TERM INVESTMENTS        
Government securities including Treasury Bills * 391,431   327,887  
(Market Value Current year : Rs. 397,032 thousands)        
(Market Value Previous year : Rs. 346,259 thousands)        
Other Investments :        
Debentures / Bonds 129,861   96,862  
(Market Value Current year: Rs. 129,369 thousands)        
(Market Value Previous year : Rs. 100,711 thousands)        
Investments in Infrastructure and Social Sector 384,609   56,936  
(Market Value Current year : Rs. 388,252 thousands)        
(Market Value Previous year : Rs. 57,495 thousands)        
Other than Approved Investments :        
Debentures / Bonds 33,212    
(Market Value Current year : Rs. 33,739 thousands)        
(Market Value Previous year : Rs. Nil)        
SHORT TERM INVESTMENTS        
Government securities 52,822    
(Market Value Current year : Rs. 53,250 thousands)        
(Market Value Previous year : Rs. Nil)        
Other Investments :        
Debentures / Bonds 101,277    
(Market Value Current year : Rs. 101,744 thousands)        
(Market Value Previous year : Rs. Nil)        
Other than Approved Investments :        
Mutual Fund units at Market value (Previous year at book value) 188,112   34,245  
(Book Value Current year : Rs. 188,023 thousands)        
(Market Value Previous year : Rs. 34,290 thousands)        
Total 1,281,324   515,930  
 
 
 
In India 1,281,324   515,930  
 
 
 
Total 1,281,324   515,930  
 
 
 

* Includes Rs. 12,342 thousands of securities under Section 7 of Insurance Act, 1938 (Previous year : Nil) (Refer Note 3.10 of Schedule 11).

60



 
     schedules
          forming part of the financial statements Continued  
(Rs. in ’000s) 
SCHEDULE – 2A
INVESTMENTS-POLICYHOLDERS
              March 31, 2003              
 
 
      Non-               Linked      
Particulars Partici-   partici-   Annuities       Linked   Group      
  pating   pating   Participating   Linked   Pension   Gratuity   Total  

 
LONG TERM INVESTMENTS                            
Government securities including Treasury Bills 1,189,827   583,186   571,786   31,613   45,411   502   2,422,325  
(Market Value Rs. 2,656,117 thousands)                            
Other Investments :                            
Debentures / Bonds 50,848   110,619           161,467  
(Market Value Rs. 171,107 thousands)                            
Debentures / Bonds Infrastructure and social sector 157,606   79,576           237,182  
(Market Value Rs. 255,501 thousands)                            
Equity Shares 185,411     86,289         271,700  
(Historical Costs Rs. 281,683 thousands)                            
Equity shares infrastructure and social sector 13,135     6,460         19,595  
(Historical Costs Rs. 20,317 thousands)                            
Long term fixed deposit   50,000           50,000  
Other than Approved Investments :                            
Debentures / Bonds   129,724           129,724  
(Market Value : Rs. 140,539 thousands)                            
Equity Shares 7,392             7,392  
(Historical Costs Rs. 7,483 thousands)                            
Total 1,604,219   953,105   664,535   31,613   45,411   502   3,299,385  
 
 
 
 
 
 
 
 
In India 1,604,219   953,105   664,535   31,613   45,411   502   3,299,385  
 
 
 
 
 
 
 
 
Total 1,604,219   953,105   664,535   31,613   45,411   502   3,299,385  
 
 
 
 
 
 
 
 

 
SCHEDULE – 2A
INVESTMENTS-POLICYHOLDERS

 
              March 31, 2002              
 
 
      Non-               Linked      
PARTICULARS Partici-   partici-   Annuities       Linked   Group      
  pating   pating   Participating   Linked   Pension   Gratuity   Total  

 
LONG TERM INVESTMENTS                            
Government securities and Treasury Bills 342,700   390,116   116,759   968       850,543  
(Market Value Rs. 896,178 thousands)                            
Other Investments :                            
Debentures / Bonds     50,000         50,000  
(Market Value : Rs. 52,000 thousands)                            
Investments in infrastructure and social sector 187,387   81,154   49,924         318,465  
(Market Value : Rs. 327,416 thousands)                            
Equity Shares              
(Nil Investments)                            
Investments in infrastructure and social sector              
(Nil Investments)                            
Long term fixed deposit              
(Nil Investments)                            
Other than Approved Investments :                            
Debentures / Bonds 50,000   56,782           106,782  
(Market Value Current year : Rs. 109,940 thousands)                            
Equity Shares              
(Nil Investments)                            
Total 580,087   528,052   216,683   968       1,325,790  
 
 
 
 
 
 
 
 
In India 580,087   528,052   216,683   968       1,325,790  
 
 
 
 
 
 
 
 
Total 580,087   528,052   216,683   968       1,325,790  
 
 
 
 
 
 
 
 

61


 

 
     schedules
          forming part of the financial statements Continued  
(Rs. in ’000s) 

SCHEDULE – 2B
ASSETS HELD TO COVER LINKED LIABILITIES


 
                  March 31, 2003                  
 
 
      Linked Funds   Linked Pension Funds   Linked Group Gratuity      
     
 
 
     
                                  Short      
          Maxi-           Maxi-           Term      
Particulars Balancer   Protector   miser   Balancer   Protector   miser   Balanced   Income   Debt   Total  

 
LONG TERM INVESTMENTS                                        
Government Securities 44,129   482,113   6,886   22,350   148,316   3,230         707,024  
(Historical Cost Rs. 698,774 thousands)                                        
Other Investments                                        
Equity Shares 54,020     125,129   26,878     40,667         246,694  
(Historical Cost Rs. 249,821 thousands)                                        
Debentures / Bonds 27,826   383,153   8,220   13,339   111,349   2,702         546,589  
(Historical Cost Rs. 546,132 thousands)                                        
Investments in Infrastructure and Social Sector                                      
Equity Shares 1,253     3,133   492     868         5,746  
(Historical Cost Rs. 6,235 thousands)                                        
Debentures/ Bonds 12,429   138,112     9,373   47,245           207,159  
(Historical Cost Rs. 209,706 thousands)                                        
Other than Approved Investments                                        
Equity Shares 1,445     3,469   650     1,053         6,617  
(Historical Cost Rs. 6,822 thousands)                                        
Debentures / Bonds 3,234   31,360     1,666   12,740           49,000  
(Historical Cost Rs. 48,423 thousands)                                        
SHORT TERM INVESTMENTS                                        
Other Investments   35,040       11,680           46,720  
(Historical Cost Rs. 46,719 thousands)                                        
Net Current Assets 23,274   147,652   13,502   14,138   51,397   8,223   6,776   843   378   266,183  
 
 
 
 
 
 
 
 
 
 
 
Total 167,610   1,217,430   160,339   88,886   382,727   56,743   6,776   843   378   2,081,732  
 
 
 
 
 
 
 
 
 
 
 
In India 167,610   1,217,430   160,339   88,886   382,727   56,743   6,776   843   378   2,081,732  
 
 
 
 
 
 
 
 
 
 
 
Total 167,610   1,217,430   160,339   88,886   382,727   56,743   6,776   843   378   2,081,732  
 
 
 
 
 
 
 
 
 
 
 

 
SCHEDULE – 2B
ASSETS HELD TO COVER LINKED LIABILITIES

       March 31, 2002      
 
 
Particulars     Linked Funds          
 
     
  Balancer   Protector   Maximiser   Total  

 
LONG TERM INVESTMENTS                
Government Securities 2,453   20,445   1,074   23,972  
(Historical Cost Rs. 23,721 thousands)                
Other Investments                
Equity Shares 3,332     10,175   13,507  
(Historical Cost Rs. 13,868 thousands)                
Debentures / Bonds 823   6,940   588   8,351  
(Historical Cost Rs. 13,868 thousands)                
Investments in Infrastructure and Social Sector                
Debentures / Bonds 2,201   19,076     21,277  
(Historical Cost Rs. 21,270 thousands)                
Net Current Assets 982   6,281   1,004   8,267  
 
 
 
 
 
Total 9,791   52,742   12,841   75,374  
 
 
 
 
 
In India 9,791   52,742   12,841   75,374  
 
 
 
 
 
Total 9,791   52,742   12,841   75,374  
 
 
 
 
 

 
The business of linked pension and group gratuity commenced during the year and hence, no previous year figures exist.

62


 

 
     schedules
          forming part of the financial statements Continued  
(Rs. in ’000s) 

SCHEDULE – 3 FIXED ASSETS

   PARTICULARS     COST / GROSS BLOCK           DEPRECIATION       NET BLOCK  
 
 
 
 
          Sales /       Upto       Sales /       As at   As at  
  Opening       Adjust-   Closing   Previous   For The   Adjust-       March 31,   March 31,  
  Balance   Additions   ments   Balance   year   Year   ments   To Date   2003   2002  


 
 
 
Leasehold Improvement 107,641   81,478   *6,809   195,928   9,651   19,465   *1,252   30,368   165,560   97,990  
Information Technology                                        
      Equipment 44,056   52,330   (113 ) 96,272   13,188   22,832   (22 ) 35,998   60,274   30,868  
Software 62,064   32,875   (1,205 ) 93,735   21,194   29,862   (488 ) 50,568   43,167   40,870  
Networks 21,244   15,927   *(6,809 ) 30,362   4,472   6,800   *(1,252 ) 10,020   20,342   16,772  
Furniture & Fixtures 33,390   26,908     60,298   11,267   16,710     27,977   32,321   22,123  
Office Equipment 77,640   37,842   (7 ) 115,475   17,363   26,826   (7 ) 44,182   71,293   60,277  


 
 
 
Sub-total 346,035   247,360   (1,325 ) 592,070   77,135   122,495   (517 ) 199,113   392,957   268,900  


 
 
 
Capital Work-in-Progress                                 21,272   13,047  


 
 
 
Total                                 414,229   281,947  


 
 
 
Previous Year 85,557   260,478     346,035   6,941   70,194     77,135   268,900      


 
 
 
* Assets reclassified
  March 31,   March 31,  
  2003   2002  
SCHEDULE – 4        
CASH AND BANK BALANCES        
Cash (including cheques in hand) 139,769   73,229  
Bank Balance        
(a) Deposit Account :        
      Short-term (due within 12 months of the        
      date of balance sheet) 65,111   15,000  
(b) Current Account 110,799   101  
Money at Call & Short Notice with banks # 4,700   18,680  
 
 
 
Total 320,378   107,010  
 
 
 
CASH & BANK BALANCES        
In India 320,378   107,010  
 
 
 
Total 320,378   107,010  
 
 
 
#   Includes Rs. Nil, (Previous year : Rs. 6.4 million) relating to Non-participating business.        
           
SCHEDULE – 5        
ADVANCES AND OTHER ASSETS        
ADVANCES        
Prepayments 5,220   342  
Advance tax paid and taxes deducted at source 2,033   746  
Deposits 57,792   46,162  
Rent & other advances / deposits 6,076   8,420  
Other receivables 2,522   125  
Loan against policies 21    
 
 
 
Total (A) 73,664   55,795  
 
 
 
         
  March 31,   March 31,  
  2003   2002  
SCHEDULE – 5        
ADVANCES AND OTHER ASSETS (Contd.)        
OTHER ASSETS        
Income accrued on investments / deposits 88,111   51,237  
Outstanding Premiums 47,289   11,723  
Deposit with Reserve Bank of India (refer to        
note 3.10 of Schedule 11) 1,000   1,000  
 
 
 
Total (B) 136,400   63,960  
 
 
 
Total (A+B) 210,064   119,755  
 
 
 
         
SCHEDULE – 6        
CURRENT LIABILITIES & PROVISIONS        
Agents’ Balances 6,564   655  
Sundry creditors 3,531   5,329  
Expenses Payable 216,920   88,455  
Reinsurance Premium Payable 2,199   282  
Due to Holding company 8,064   6,146  
TDS Payable 16,050   6,706  
Unarranged Overdraft   14,208  
Premium & other Liabilities 316,226   137,061  
Premium received in advance 66,761   4,756  
Claims Outstanding 8,736   719  
Outstanding Purchases (Investments) 41,790    
Other Liabilities 10,013   4,760  
Provision for Leave Encashment 12,267   4,918  
 
 
 
Total 709,121   273,995  
 
 
 

63


 
     schedules
          forming part of the financial statements Continued  
(Rs. in ’000s) 

 
      Non-   Annuities       Linked   Linked Group      
Particulars Participating   participating   Participating   Linked   Pension   Gratuity   Total  

 
SCHEDULE – 7                            
PREMIUM                            
For the year ended March 31, 2003                            
First year Premiums 776,889   45,104   257,119   458,344   552,935   8,429   2,098,820  
Renewal Premiums 335,308   16,830   171,382   11,656       535,176  
Single Premiums   368,254   4,924   1,097,258   71,811     1,542,247  
 
 
 
 
 
 
 
 
Total Premium 1,112,197   430,188   433,425   1,567,258   624,746   8,429   4,176,243  
 
 
 
 
 
 
 
 
Premium Income from business written                            
In India 1,112,197   430,188   433,425   1,567,258   624,746   8,429   4,176,243  
 
 
 
 
 
 
 
 
Total Premium 1,112,197   430,188   433,425   1,567,258   624,746   8,429   4,176,243  
 
 
 
 
 
 
 
 
For the year ended March 31, 2002                            
First year Premiums 352,249   17,094   175,970   12,384       557,697  
Renewal Premiums 28,299   2,165   12         30,476  
Single Premiums   464,162   47,680   63,738       575,580  
 
 
 
 
 
 
 
 
Total Premium 380,548   483,421   223,662   76,122       1,163,753  
 
 
 
 
 
 
 
 
Premium Income from business written                            
In India 380,548   483,421   223,662   76,122       1,163,753  
 
 
 
 
 
 
 
 
Total Premium 380,548   483,421   223,662   76,122       1,163,753  
 
 
 
 
 
 
 
 
SCHEDULE – 8                            
COMMISSION EXPENSES                            
For the year ended March 31, 2003                            
Commission                            
Direct – First year Premiums 204,181   11,484   22,035   49,609   30,818   5   318,132  
         – Renewal Premiums 23,617   1,111   11,180   506       36,414  
         – Single Premiums   3,837   68   5,853   372     10,130  
 
 
 
 
 
 
 
 
Total Commission 227,798   16,432   33,283   55,968   31,190   5   364,676  
 
 
 
 
 
 
 
 
For the year ended March 31, 2002                            
Commission                            
Direct – First year Premiums 102,862   5,522   24,304   1,263       133,951  
         – Renewal Premiums 2,102   155   1         2,258  
         – Single Premiums   7,444   854   211       8,509  
 
 
 
 
 
 
 
 
Total Commission 104,964   13,121   25,159   1,474       144,718  
 
 
 
 
 
 
 
 
SCHEDULE – 9                            
OPERATING EXPENSES                            
For the year ended March 31, 2003                            
Employees’ remuneration & welfare benefits 242,934   27,221   73,850   134,588   99,292     577,885  
Travel, conveyance and vehicle running expenses 23,216   2,793   6,157   12,441   8,470     53,077  
Rents, rates & taxes 59,143   6,461   15,048   28,363   17,893     126,908  
Repairs 12,109   1,347   3,451   6,463   4,508     27,878  
Printing & stationery 12,855   1,645   3,433   8,867   7,659     34,459  
Communication expenses 29,935   4,588   7,492   14,702   11,900     68,617  
Legal & professional charges 27,697   3,018   7,363   12,406   6,960     57,444  
Medical fees 15,660   6,656   5,226   3,851   1,805     33,198  
Auditors’ fees :                            
(a) as auditor 317   19   186   249   317     1,088  
Advertisement and publicity 132,773   13,102   41,162   81,890   60,050     328,977  
Interest & Bank Charges 961   414   293   890   335     2,893  
Agents Training & Recruitment 82,033   8,821   22,615   46,629   33,911     194,009  
Depreciation 54,914   6,199   15,507   28,088   17,740     122,448  
Others 49,240   11,463   12,469   26,314   22,870     122,356  
 
 
 
 
 
 
 
 
Total 743,787   93,747   214,252   405,741   293,710     1,751,237  
 
 
 
 
 
 
 
 
For the year ended March 31, 2002                            
Employees’ remuneration & welfare benefits 159,288   30,015   45,212   5,508       240,023  
Travel, conveyance and vehicle running expenses 18,354   3,538   4,543   483       26,918  
Rents, rates & taxes 50,342   10,480   11,251   1,397       73,470  
Repairs 11,172   2,342   2,527   308       16,349  
Printing & stationery 10,109   2,037   2,176   301       14,623  
Communication expenses 18,731   3,087   5,649   733       28,200  
Legal & professional charges 20,087   3,572   6,111   726       30,496  
Medical fees 7,113   1,659   2,769   186       11,727  
Auditors’ fees :                      
(a) as auditor 450   47   270   23       790  
Advertisement and publicity 139,256   23,280   36,712   4,664       203,912  
Interest & Bank Charges 448   204   84   203       939  
Agents Training & Recruitment 44,696   7,606   13,657   1,689       67,648  
Depreciation 46,309   8,131   14,121   1,491       70,052  
Others 41,531   8,055   12,129   1,613       63,328  
 
 
 
 
 
 
 
 
Total 567,886   104,053   157,211   19,325       848,475  
 
 
 
 
 
 
 
 

64


 
     schedules
     forming part of the financial statements Continued  

 
(Rs. in ‘000s)  

 
          Non-   Annuities       Linked   Linked Group      
Particulars Participating   participating   Participating   Linked   Pension   Gratuity   Total  

 
SCHEDULE – 10                            
BENEFITS PAID                            
For the year ended March 31, 2003                            
1. Insurance Claims                            
  (a) Claims by Death 12,446   6,490   5,093   644   283     24,956  
  (b) Claims by Maturity              
  (c) Other benefits                            
    –  Surrender   1,342           1,342  
    –  Survival   5,259           5,259  
     
 
 
 
 
 
 
 
  Total 12,446   13,091   5,093   644   283     31,557  
     
 
 
 
 
 
 
 
  Benefits paid to claimants :                            
1. In India 12,446   13,091   5,093   644   283     31,557  
     
 
 
 
 
 
 
 
  Total Benefits paid 12,446   13,091   5,093   644   283     31,557  
     
 
 
 
 
 
 
 
For the year ended March 31, 2002                            
1. Insurance Claims                            
  (a) Claims by Death 4,112   2,412     2       6,526  
  (b) Other benefits              
     
 
 
 
 
 
 
 
  Total 4,112   2,412     2       6,526  
     
 
 
 
 
 
 
 
  Benefits paid to claimants :                
         
1. In India 4,112   2,412     2       6,526  
     
 
 
 
 
     
 
  Total Benefits paid 4,112   2,412     2       6,526  
     
 
 
 
 
 
 
 

 
 schedules
 forming part of the financial statements Continued  
SCHEDULE – 11

Significant accounting policies and notes forming part of the accounts for the year ended March 31, 2003

1. Background :
   
  ICICI Prudential Life Insurance Company Limited (‘theKCompany’) was incorporated on July 20, 2000. The principal shareholders of the Company are ICICI Bank Limited (74%) and Prudential Corporation Holding Ltd. of UK (26%). The Company is registered with the Insurance Regulatory and Development Authority (‘IRDA’) and is in the business of underwriting life insurance policies.
   

The Company’s life insurance business comprises of individual life & group business, including participating, non-participating, annuities, pension products and linked policies. Some of these policies have riders attached to them such as Accident and Disability Benefit, Level Term, Critical Illness and Major Surgical Assistance.
   
2. Summary of significant accounting policies :
   
2.1 Basis of preparation
   

  
The accompanying financial statements have been prepared under the historical cost convention, on the accrual basis of accounting, in compliance with the accounting standards issued by the Institute of Chartered Accountants of India (‘ICAI’), to the extent applicable, and in accordance with the provisions of the Insurance Act, 1938, Insurance Regulatory and Development Authority Act, 1999, the Insurance Regulatory and Development Authority (Preparation of Financial Statements and Auditor’s Report of Insurance Companies) Regulations, 2002 (‘the Regulations’), and the Companies Act, 1956 to the extent applicable.
   
  The preparation of the financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amount of assets, liabilities, revenues and expenses and disclosure of contingent assets and liabilities as of the date of the financial statements. The estimates and assumptions used in the accompanying financial statements are based upon management’s evaluation of the relevant facts and circumstances as of the date of the financial statements.
   
2.2

Revenue recognition

  • Premium is recognised as income when due.
  • Interest income is recognised on an accrual basis. Accretion of discount and amortisation of premium relating to debt securities is recognised over the holding / maturity period.
  • The net realized gains or losses on the debt securities for other than linked is the difference between the net sale consideration and the amortized cost in the books of the Company as on the date of sale.
  • The net realized gains or losses on linked assets is the difference between the net sale consideration and the book cost as on the date of sale.
  • Dividend income is recognised when the right to receive dividend is established.
2.3 Claims

  Death & Surrender claims are accounted for on receipt of intimation. Maturity claims are accounted when due for payment.
   
2.4 Acquisition Costs

  Acquisition costs are costs that vary with and are primarily related to the acquisition of new and renewal insurance contracts. Such costs are expensed in the year in which they are incurred.
   
2.5 Liability for Life policies in force

  Liability for life policies in force is determined by the Appointed Actuary on the basis of an annual review of the life insurance business, as per the gross premium method. The linked policies sold by the Company carry two types of liabilities – unit liability representing the fund value of policies and non-unit liability for future expenses, meeting death claims, income taxes and cost of any guarantees. Actuarial policies and assumptions are given in note 3.2 below.
   
2.6 Investments

  Investments are recorded at cost, which includes brokerage, if any and excludes broken period interest.

65


 

   
                  schedules  
  forming part of the financial statements Continued  
   
  Classification

Investments maturing within twelve months from balance sheet date and investments made with the specific intention to dispose of within twelve months from balance sheet date are classified as short-term. Investments other than short term are classified as long term investments.
   
  Valuation - non-linked business
  • All debt securities are considered as ‘held to maturity’ and accordingly stated at historical cost subject to amortisation of premium or accretion of discount over the period of maturity / holding.
  • Listed equity shares and mutual fund units are stated at fair value, in accordance with IRDA Investment (Amendment) Regulations 2001. Unrealized gains / losses are taken to the Fair Value Change account and carried forward in the balance sheet.
  • Inter-scheme transfers are done on a mark to market basis.
  Valuation - linked business

All investments relating to linked business are valued at fair value in accordance with IRDA Investment (Amendment) Regulations 2001. Unrealized gains and losses are recognized in the scheme’s revenue account.
   
2.7 Fixed assets and depreciation

Fixed assets are stated at cost less accumulated depreciation. Cost includes the purchase price and any cost directly attributable to bringing the asset to its working condition for its intended use. Assets costing up to Rs 20,000 (Rupees twenty thousand) are fully depreciated in the year of acquisition. Depreciation is provided on Straight Line Method (‘SLM’) prorata from the date of acquisition with reference to management’s assessment of the estimated useful life for each class of asset as stated below.
   

Asset Estimated useful life

Leasehold improvements Renewable period of   respective leases, subject   to a maximum of 9 years.
Communication networks and servers 4 years
Computers and peripheral equipment 3 years
Software 3 years
Office Equipment 4 years
Furniture & Fixtures 4 years

  Hitherto the Company capitalized all improvements to software applications. However in view of the rapid advancement in technology and faster obsolescence the Company has changed the policy of capitalization and only significant improvements to software are capitalized with the insignificant improvements being charged off as software expenses. Had the Company followed previous year’s accounting policy the net deficit would have been lower by Rs. 1.45 million and the net block of fixed assets would have been higher by Rs. 1.45 million.
   
2.8 Accounting for leases

  Operating leases

Leases where the lessor effectively retains substantially all the risks and benefits of ownership over the leased term are classified as Operating Leases. Operating lease rentals are recognized as an expense over the lease period.
   
2.9 Staff Benefits
 
  • The Company has incorporated a Provident Fund trust to which a contribution is made at the rate specified in the Trust Deed. The contribution made is charged to expenses.
  • The Company has incorporated a gratuity trust. The trust has taken a group policy from the Company to cover the liability towards gratuity. Company’s contribution (actuarially determined at the year end) to the trust is charged to expenses; and
  • Liability for encashment of leave salary is provided for on actuarial basis. During the year the Company has changed its accounting policy for provision of leave encashment from arithmetical basis to actuarial basis. The impact on account of change in accounting policy in the current year, is an additional liability of Rs. 0.48 million.
   
2.10 Foreign Currency Transactions

Transactions in foreign currency are accounted at the rate of exchange prevailing on the date of the transaction. Current assets and liabilities in foreign currency, if any, are translated at the year-end closing rates. The resulting exchange gain or loss, if any, is reflected in the profit and loss account / revenue account.
   
2.11 Taxation

  Current taxes

The Company provides for income tax on estimated taxable income in accordance with the provisions of the Income-tax Act, 1961 applicable to Life Insurance Companies as of date. These provisions are not entirely clear for newly incorporated life insurance companies. In case a tax liability arises due to the modification of the provisions applicable to life insurance companies, the same will have to be provided for in the year in which the liability is determined.

  Deferred taxes

Deferred tax assets and liabilities are determined as the tax effect of timing differences at the substantially enacted tax rates. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the profit and loss account / the Revenue accounts in the year of change. Deferred tax assets are recognized subject to management’s consideration of prudence in respect of their realisability.

  Deferred Tax Asset (Net) of Rs. 102 million in the Balance Sheet consist of unabsorbed losses (Previous Year : 102 million).
   
3. Notes to accounts :

Statutory disclosures as required by the Regulations
   
3.1 Contingent liabilities

Contingent liabilities at March 31, 2003 - Rs. Nil ( Previous year : Rs. Nil)
   
3.2 Actuarial method and assumptions

The actuarial valuation liability on both participating and non-participating policies is calculated using the gross premium method. The gross premium reserves are calculated using assumptions for interest, mortality, expense and inflation and in the case of participating policies, the future bonuses together with allowance for taxation and allocation of profits to shareholders. These assumptions are determined as prudent estimates at the date of valuation with allowance for adverse deviations. Interest rates used for valuation are in the range from 4% to 7.75% per annum (Previous year - 6% to 9.15% per annum). Mortality rates used are based on the published LIC (1994-96) Ultimate Mortality Table adjusted to reflect expected experience and allowance for adverse deviation.
  The method of unearned premium for the unexpired portion of the risk has been adopted for the general fund liabilities of linked business and riders thereunder, Accident and Disability Benefit riders and One Year Renewable Group Term Insurance. TheKcharges under unit linked policies to meet future expenses are considered adequate. The unit liability in respect of linked business has been valued on the basis of the Net Asset Value of the units, to the credit of policyholders, as on the valuation date.
   
3.3 Encumbrances on assets

As at March 31, 2003, the assets of the Company are free from all encumbrances.
   
3.4 Capital Commitments

The capital commitments made as at March 31, 2003, amount to Rs. 24.4 million (Previous year : Rs. 19.4 million).
   
3.5 Claims

Claims settled and remaining unpaid for a period of more than six months as at March 31, 2003 amount to Rs. Nil. (Previous year : Rs. Nil).
   
3.6 Allocation of investment s and investment income

The investments are effected from the respective funds of the policyholders & shareholders and income thereon has been accounted accordingly. On a monthly basis ( Previous year : At the year end) the Company transfers assets from the shareholders account to the policyholders account to the extent required to cover the incremental liabilities for life policies in force.

 

66


   
  schedules  
     forming part of the financial statements Continued  
3.7
Allocation of expenses

Operating expenses relating to insurance business are allocated to specific business segments – participating, non-participating, annuities and linked on the following consistently applied bases :
 
  • Expenses that are directly identifiable to the business segments are allocated to the segments
  • Other expenses, which are not directly identifiable, are allocated on either of the following bases :
   
  
Number of policies;
   
  
Weighted annualized first year premium income;
   
  
Sum assured;
   
  
Total premium income;
   
  
Medical cases; and
   
  
Funds under management.
The method of allocation has been decided based on the nature of the expense and its logical co-relation with various business segments. The entire group gratuity business has been written on March 31, 2003 and hence, no expenses have been allocated to this segment.
   
3.8 Value of unsettled contracts

Value of unsettled contracts relating to investments as at March 31, 2003 for :

  Linked Business Non-linked Business

Purchases where           Rs. 14.41 million           Rs. 41.79 million
deliveries are pending           (Previous year :           (Previous year :
            Rs. 3.7 million)           Rs. Nil)
Sales where receipts           Nil (Previous year :           Nil (Previous year :
are overdue           Rs. Nil)           Rs. Nil)

   
 3.9 Managerial remuneration

The details of the Managing Director’s remuneration included in employee remuneration and welfare benefits are as follows :
        (Rs. in ‘000s)  
  Particulars March 31, 2003   March 31, 2002  
  Salary, perquisites and bonus 9,123   7,426  
  Contribution to Provident Fund 371   67  
           
 
  • Expenses towards gratuity funding and leave encashment provision are determined actuarially on an overall company basis annually and accordingly have not been considered in the above information.
   
3.10 Investments

 
  • All investments are made in accordance with the Insurance Act, 1938 and Insurance Regulatory and Development Authority (Investment) Regulations, 2001; and
  • All investments are performing investments.
  • Investments under Section 7 of the Insurance Act, 1938 :
        (Rs. in ‘000s)  
  March 31, 2003   March 31, 2002  
  Balance with Reserve Bank of India 1,000   1,000  
  7.40% Govt. of India Securities in        
  CSGL Account with Deutsche Bank AG* 12,342    
  * This investment is in the custody of Deutsche Bank AG under intimation to IRDA.        
   
3.11 Sector-wise percentage of business

Sector-wise break-up of policies outstanding at year-end is given below :
  Sector March 31, 2003   March 31, 2002  
  Rural 12.02 % 7.05 %
  Urban 87.98 % 92.95 %
   
 3.12 Risks retained and reinsured

Extent of risk retained and reinsured is given below :
    March 31, 2003   March 31, 2002  
  Risk retained 95 % 96 %
  Risk reinsured 5 % 4 %
  Other disclosures        
   
 3.13 Operating lease commitments

The Company takes premises, both commercial and residential on lease. The minimum lease payments to be made in future towards non-cancelable lease agreements are as follows :
        (Rs. in ‘000s)  
    March 31, 2003   March 31, 2002  
  Not later than one year 96,492   73,755  
  Later than one year not later        
  than five years 184,870   176,425  
  Later than five years 107,423   139,588  
   
3.14 Details of related parties and transactions with related parties

Related parties and nature of relationship
 
  Nature of relationship Name of the related party
 
  Holding Company ICICI Bank Limited
  Substantial Interest Prudential Corporation Holding Limited
  Fellow Subsidiary ICICI Securities and Finance Company Limited
    ICICI Brokerage Services Limited
    ICICI Securities Holding, Inc.
    ICICI Securities, Inc.
    ICICI Venture Funds Management Company Limited
    ICICI Home Finance Company Limited
    ICICI International Limited
    ICICI WebTrade Limited
    ICICI Investment Management Company Limited
    ICICI Trusteeship Services Limited
    ICICI Lombard General Insurance Company Limited

67


 

   
                  schedules  
  forming part of the financial statements Continued  
  Under common control ICICI Infotech Limited
    Reclamation Properties Private Limited
    Reclamation Realty Private Limited
    Reclamation Real Estate Company Private Limited
    ICICI Knowledge Park Limited
    ICICI Information Technology Fund
    ICICI Equity Fund – VCF
    ICICI Technology Incubator Fund
    ICICI Infotech, Inc.
    ICICI Infotech Pte. Limited
    ICICI Infotech Pty
    ICICI West Bengal Infrastructure Development Corporation Limited
    ICICI Kinfra Limited
    ICICI Eco-net Internet & Tech Fund
    ICICI Emerging Sector Fund
    ICICI Property Trust
    TCW ICICI investment Partners LLC
    ICICI OneSource Limited
  Managing Director Shikha Sharma

   
 Details of significant transactions with Related parties

The following represents significant transactions between the Company and related parties.

(Rs. in ‘000s)    
Name of the related party Description Total value of
Transactions
during the year
2002-2003
Receivables/
(Payables) at
March 31,
2003
  Total value of
Transactions
during the year
2001-2002
Receivables/
(Payables) at
March 31,
2002
 

 
ICICI Bank Limited Payment for sharing of common services and facilities including leased premises. The Company has entered into an agreement for business support.

7,3973 (8,063 ) 45,745 (7,948 )
  The Company has sold group term policy to ICICI Bank.

1,048          
ICICI Lombard General Insurance Company Limited The Company has taken general insurance policies from ICICI Lombard General Insurance Company Limited as a cover for burglary, fire & fidelity and also medical insurance for employees of the Company. 8,622     364    
               
Prudential Corporation Holding Limited Fees for professional services rendered.       1,011    
               
ICICI Eco-net Internet & Tech Fund Towards development of website.       1,000    
               
Shikha Sharma, Managing Director Managerial Remuneration 9,494     7,493 (3,741 )
               
ICICI OneSource The Company has sold group term policy to ICICI One Source. 565          
               
ICICI Infotech Limited The Company is in use of the data centre and other common technology of ICICI Infotech Limited. The Company has also appointed ICICI Infotech as consultant for development and implementation of software. 12,783 (1,818 ) 11,490 (2,968 )
               
ICICI Home Finance Company Limited Payment for Identifying locations for setting up branches in various parts of India. 1,142     1,621    
               
ICICI Securities & Finance Company Limited Interest Income from short term & call money deposits.       668    

68





   
  schedules  
     forming part of the financial statements Continued  
   
 3.15

Segmental Reporting

The segmental information has been disclosed based on the segment identified under the regulations. Segment-wise information of current assets & current liabilities to the extent identifiable are given below :

 
                (Rs. in ‘000s)  
 
 
  Business Segments     Current Assets       Current Liabilities  
   
 
 
    March 31, 2003   March 31, 2002   March 31, 2003   March 31, 2002  
 
 
  Shareholders 105,829   69,327      
  Annuities Par 15,890   408   43,012   11  
  Participating 55,198   10,592   5,817   708  
  Non-participating 22,285   9,883   936    
  Linked 4,593   29   653    
  Gratuity Linked 4        
  Pension Linked 1,412     109    
  Non-Identifiable 325,231   136,526   658,594   273,277  
   
 
 
 
 
  Total 530,442   226,765   709,121   273,995  
   
 
 
 
 
  Segment-wise information of non-cash items being amortisation of premium included in interest income on debt instruments of non-linked business is tabled below :  
                   
                (Rs. in ‘000s)  
  Business Segments         March 31, 2003   March 31, 2002  
  Shareholders         13,250   12,100  
  Annuities Par         2,640      
  Participating         6,570      
  Non-participating         10,020   1,100  
  Linked         40      
           
 
 
  Total         32,520   13,200  
           
 
 
 
 
  Fixed Assets are not identifiable to any particular business segment.      
3.16 Balance sheet of Linked Business as at March 31, 2003               (Rs. in ‘000s)  
 
 
    Linked Funds   Linked Pension Funds   Linked Group Gratuity Funds      
   
 
 
     
                                    Short Term      
    Balancer   Protector   Maximiser   Balancer   Protector   Maximiser   Balanced   Income   Debt   Total  
 
 
  Source of Funds                                        
  Policy Holders Contribution 165,360   1,177,931   160,904   88,604   376,558   57,423   6,776   843   378   2,034,777  
  Revenue Account 2,250   39,500   (566)   282   6,169   (680)         46,955  
   
 
 
 
 
 
 
 
 
 
 
  Total 167,610   1,217,431   160,338   88,886   382,727   56,743   6,776   843   378   2,081,732  
   
 
 
 
 
 
 
 
 
 
 
  Application of Funds                                        
  Investments                                        
  Government Securities 44,129   482,113   6,886   22,350   148,316   3,230         707,024  
  Equities 56,718     131,731   28,020     42,588         259,057  
  Debentures & Bonds 43,489   552,626   8,220   24,377   171,334   2,702         802,748  
  Certificate of Deposit   35,040       11,680           46,720  
   
 
 
 
 
 
 
 
 
 
 
    144,336   1,069,779   146,837   74,747   331,330   48,520         1,815,549  
   
 
 
 
 
 
 
 
 
 
 
  Current Assets                                        
  Money at call 3,500   3,400   2,300   3,200     2,900         15,300  
  Bank balance – in current account 260   279   328   235   268   366         1,736  
  Income accrued on investments 2,853   31,124   534   1,398   8,173   211         44,293  
  Dividend Receivable 45     104   23     34         206  
  Unit collection account 17,907   114,154   13,055   10,849   43,305   6,406   6,776   843   378   213,673  
  Outstanding sale contracts 1,428     2,526   622     989         5,565  
  Other assets 437     894   390     463         2,184  
   
 
 
 
 
 
 
 
 
 
 
    26,430   148,957   19,741   16,717   51,746   11,369   6,776   843   378   282,957  
   
 
 
 
 
 
 
 
 
 
 
  Current Liabilities                                        
  Outstanding purchase contracts 2,903     5,974   2,465     3,067         14,409  
  Other current liabilities 253   1,305   266   113   349   79         2,365  
   
 
 
 
 
 
 
 
 
 
 
    3,156   1,305   6,240   2,578   349   3,146         16,774  
   
 
 
 
 
 
 
 
 
 
 
  Net current assets 23,274   147,652   13,501   14,139   51,397   8,223   6,776   843   378   266,183  
   
 
 
 
 
 
 
 
 
 
 
  Total 167,610   1,217,431   160,338   88,886   382,727   56,743   6,776   843   378   2,081,732  
   
 
 
 
 
 
 
 
 
 
 
 
 

69


   
                  schedules  
  forming part of the financial statements Continued  
3.17 Revenue Account for Linked Business for the year ended March 31, 2003 and Linked pension business for the period ended March 31, 2003
                            (Rs. in ’000s)  
 
 
    Linked Funds   Linked Pension Funds      
   
 
     
    Balancer   Protector   Maximiser   Balancer   Protector   Maximiser   Total  
 
 
  INCOME                            
  Interest Income 2,348   30,920   564   703   4,820   120   39,475  
  Dividend Income 214     618   64     111   1,007  
  Profit / (Loss) on Sale of Investment 420   8,736   300   156   430   121   10,163  
  Unrealized Gains / (Loss) (145)   3,364   (1,065)   (330)   1,816   (774)   2,866  
   
 
 
 
 
 
 
 
  Total Income (A) 2,837   43,020   417   593   7,066   (422)   53,511  
   
 
 
 
 
 
 
 
  EXPENSES                            
  Fund Management Expenses 450   1,226   559   133   162   110   2,640  
  Fund Administrative Expenses 584   4,691   722   178   735   148   7,058  
   
 
 
 
 
 
 
 
  Total Expenses (B) 1,034   5,917   1,281   311   897   258   9,698  
   
 
 
 
 
 
 
 
  Net Income For the Year (A-B) 1,803   37,103   (864)   282   6,169   (680)   43,813  
   
 
 
 
 
 
 
 
  Add : Revenue Account at the                            
  beginning of the year 447   2,397   298         3,142  
   
 
 
 
 
 
 
 
  Revenue Account at the end of the year 2,250   39,500   (566)   282   6,169   (680)   46,955  
   
 
 
 
 
 
 
 
 
  The entire group gratuity business has been written on March 31, 2003and hence, no income accrued towards the same.
                   
3.18 Balance sheet of Linked Business as at March 31, 2002              
            (Rs. in ‘000s)  
 
 
    Balancer   Protector   Maximiser   Total  
 
 
  Source of Funds                
  Policy Holders Contribution 9,344   50,345   12,543   72,232  
  Revenue Account 447   2,397   298   3,142  
   
 
 
 
 
  Total 9,791   52,742   12,841   75,374  
  Application of Funds                
  Investments                
  Government Securities 2,453   20,445   1,074   23,972  
  Equities 3,332     10,175   13,507  
  Debentures & Bonds 3,024   26,016   588   29,628  
  Certificate of Deposit        
   
 
 
 
 
    8,809   46,461   11,837   67,107  
  Current Assets                
  Money at call 750   1,350   2,620   4,720  
  Bank balance – in current account 47   5   82   134  
  Income accrued on investments 143   1,279   56   1,478  
  Unit collection account 610   3,735   1,188   5,533  
  Outstanding sales contract        
  Other assets 42     230   272  
   
 
 
 
 
    1,592   6,369   4,176   12,137  
  Current Liabilities                
  Outstanding purchases 593     3,152   3,745  
  Other current liabilities 17   88   20   125  
   
 
 
 
 
    610   88   3,172   3,870  
   
 
 
 
 
  Net current assets 982   6,281   1,004   8,267  
   
 
 
 
 
  Total 9,791   52,742   12,841   75,374  
   
 
 
 
 
 
  Policies in respect of linked pension funds & linked group gratuity funds were written during the year. Hence, no prior year comparative are given.
3.19 Revenue Account for Linked Business for the period ended March 31, 2002          
                (Rs. in ‘000s)  
 
 
    Balancer   Protector   Maximiser   Total  
 
 
  INCOME                
  Interest Income 157   983   141   1,281  
  Profit / (Loss) on Sale of Investment 372   1,287   458   2,117  
  Unrealized Gains / (Loss) (41)   342   (255)   46  
   
 
 
 
 
  Total Income (A) 488   2,612   344   3,444  
  EXPENSES                
  Fund Management Expenses 17   95   19   131  
  Fund Administrative Expenses 24   120   27   171  
   
 
 
 
 
  Total Expenses (B) 41   215   46   302  
   
 
 
 
 
  Revenue Account at the end of the period (A-B) 447   2,397   298   3,142  
   
 
 
 
 
  Policies in respect of linked pension funds & linked group gratuity funds were written during the year. Hence, no prior year comparative are given.
 
3.20

Previous year comparatives

Previous year figures have been regrouped and reclassified wherever necessary to conform to current year presentation.

 

 
K.V. KAMATH M.P. MODI S.P. SUBHEDAR
Chairman Director Director
SHIKHA SHARMA SANDEEP BATRA V. RAJAGOPALAN
Managing Director Chief Financial Officer & Appointed Actuary
  Company Secretary  

70


   
  receipts & payments account  
     for the year ended March 31, 2003  
              (Rs. in ’000s)  
                 
  March 31, 2003   March 31, 2002  
 
 
 
CASH FLOWS FROM OPERATING ACTIVITIES            
Cash Receipts from customers :                
Premium Income 4,202,682       1,152,569      
Other Income 25,873       1,294      
Fees from professional services 1,397       2,011      
Premium & other receipts (28,975)   4,200,977   127,491   1,283,365  
 
     
     
Cash paid towards Operating Activities :                
Expenses (1,907,131)       (920,661)      
Advances & Deposits (11,202)       (17,841)      
Loan Against Policies (21)   (1,918,354)     (938,502)  
 
 
 
 
 
Net cash from operating activities :     2,282,623       344,863  
     
     
 
CASH FLOWS FROM INVESTING ACTIVITIES                
Purchase of fixed assets     (255,579)       (210,262)  
Investment :                
G-Sec & Debentures (3,739,321)       (645,642)      
Equities (505,272)       (10,034)      
Mutual Funds (153,778)       (34,245)      
Fixed Deposit (100,111)            
Call Deposit 3,400   (4,495,082)   (23,400)   (713,321)  
 
     
     
Interest received 181,118       96,449      
Profit on Sale of Investment 129,970   311,088   126,191   222,640  
 
 
 
 
 
Net cash from investing activities :     (4,439,573)       (700,943)  
     
     
 
CASH FLOWS FROM FINANCING ACTIVITIES                
Proceeds from issuance of share capital     2,350,000       400,000  
                 
Net cash used in financing activities :     2,350,000       400,000  
     
     
 
                 
Net increase in Cash and cash equivalents     193,049       43,920  
     
     
 
                 
Cash and cash equivalents at beginning of the year     59,256       15,337  
     
     
 
                 
Cash and cash equivalents at end of the year     252,305       59,257  
     
     
 

71


   
   
  Statement pursuant to Part IV to the Companies Act, 1956
  Balance Sheet Abstract and Company’s General Business Profile
1. Registration Details                          
  Registration No.     1 2 7 8 3 7   State Code 1 1  
                             
   Balance Sheet Date 3 1   0 3   2 0 0 3    
    Date      Month       Year      
2.
Capital Raised during the Year    
  (Amount in Rupees Thousands)    
  Public Issue   Bonus Issue
                                       
  Rights Issue   Private Placement
                          2 3 5 0 0 0 0
       
3. Position of Mobilisation and Deployment of Funds
(Amount in Rupees Thousands)
   
  Total Liabilities   Total Assets
                                       
  Sources of Funds    
  Paid-up Capital   Reserves and Surplus
      4 2 5 0 0 0 0                    
  Secured Loans   Unsecured Loans
                                       
  Application of Funds    
  Net Fixed Assets   Investments
                                       
  Net Current Assets   Miscellaneous Expenditure
                                       
  Accumulated Losses    
                                       
       
4. Performance of Company
(Amount in Rupees Thousands)
   
  Total Turnover   Total Expenditure
                                       
  Loss before Tax   Loss after Tax
                                       
  Earning per Share in Rupees   Dividend
                                       
5. Generic Names of Principal Products/Services of the Company
 
  Item Code No. (ITC code)
   —              
  Product Description : Financial Services   LIFE INSURANCE              
   
 Notes: The Company being a life Insurance Company the accounts of the Company are not required to be made in accordance with Schedule VI. Further, the Insurance Act, 1938, requires the accounts of the Company to be split between policyholders' and shareholders' funds. In view of the above it is not possible to give the information required in Part III and Part IV of the schedule.

 

72


ICICI LOMBARD GENERAL INSURANCE COMPANY LIMITED
3RD ANNUAL REPORT AND ACCOUNTS 2002-2003
Directors Auditors Registered Office
K. V. Kamath, Chairman
R. Athappan
B. V. Bhargava
Dileep Chokshi
James Dowd
Chandran Ratnaswami
H. N. Sinor
Lalita D. Gupte
Kalpana Morparia
S. Mukherji
Sandeep Bakhshi, Managing Director & CEO

Bharat S. Raut & Co.
Chartered Accountants
ICICI Bank Towers
Bandra-Kurla Complex
Mumbai - 400 051

directors’ report
  to the members

Your Directors have pleasure in presenting the Third Annual Report of the Company with the audited Statement of Accounts for the year ended March 31, 2003.

FINANCIAL HIGHLIGHTS
      Rs. in million  
  Fiscal 2003   Fiscal 2002  
No. of policies 98,293   9,148  
Gross written premium 2,152.2   281.3  
Earned premium 272.3   14.2  
Profit /(loss) before tax 41.9   (111.3)  
Profit /(loss) after tax 33.0   (84.8)  

DIVIDEND

The Directors are pleased to inform you that the Company has become profitable in its first full year of operations. However, in view of the accumulated losses of Rs. 59.8 million, the Directors do not recommend any dividend.

OPERATIONAL REVIEW

The Company has focused on building a profitable portfolio. The fire insurance business which has low loss ratios comprises 61% of the Company’s portfolio as against an industry average of 24%.

As a measure of prudent risk management, the Company has entered into reinsurance arrangements with leading re-insurers including Munich Re, Swiss Re and General Insurance Corporation. The Company’s strong reinsurance programme is a key strength and a source of comfort to customers. The Company views its re-insurers as providers of contingent capital and a vital constituency to be served along with its customers and shareholders.

The Company has a customer-centric approach in all its operations. The key customer service parameters viz. promptness in issuance of documents and settlement of claims, continue to be priority areas for the Company.

Keeping in mind the growing sophistication of the Indian consumer, the Company is focusing on Technology-driven solutions and over-the-counter (OTC) products. The Company offers online solutions in the area of marine, motor and travel insurance and OTC products for personal accident, home and merchants cover. The Company also provides online intimation of claims through its website which has resulted in improved efficiency and savings in operating costs.

The penetration of general insurance in India at around 0.6% of GDP is amongst the lowest in the world. The Company believes that the retail segment would be a major contributor to growth provided the insurance sector is able to offer products through a cost effective distribution system. The Company proposes to forge alliances with Government agencies, banks, NGOs and corporates, leverage customer databases and use technology to take a wide range of products to the retail segment.

AUDIT COMMITTEE

Pursuant to the provisions of Section 292A of the Companies Act, 1956, the Board at its Sixth Meeting held on September 18, 2002 had constituted an Audit Committee of Directors. In view of resignation of Directors and appointment of new Directors on the Board of the Company, the Audit Committee was reconstituted from time to time. The Audit Committee presently comprises S. Mukherji, James Dowd and Dileep Chokshi.

PUBLIC DEPOSITS

During the year under review, the Company has not accepted any deposit under Section 58-A of the Companies Act, 1956.

DIRECTORS

H.N. Sinor was nominated by ICICI Bank as Director of the Company effective July 30, 2002.

Byron G. Messier and Farid Gulmohamed, who were on the Board since March 2002, tendered their resignations as Directors effective January 29, 2003 and October 29, 2002 respectively. The Board placed on record its sincere appreciation for the contribution made by them during their tenure as the Directors of the Company.

The Board appointed Dileep Chokshi and R. Athappan as additional Directors of the Company effective October 29, 2002 and James F. Dowd (representative of Lombard Canada Limited) as an additional Director of the Company effective January 29, 2003. They would hold office upto the date of the ensuing Annual General Meeting of the Company but are eligible for appointment.

In terms of the provisions of the Articles of Association of the Company, Kalpana Morparia and S. Mukherji would retire at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

AUDITORS

The Auditors, M/s. Bharat S. Raut & Co., Chartered Accountants, Mumbai, will retire at the ensuing Annual General Meeting. The Board at its Meeting held on April 21, 2003 has proposed the appointment of M/s. Bharat S. Raut & Co., Chartered Accountants and M/s. Lodha & Co., Chartered Accountants as Joint Auditors to audit the accounts of the Company for the financial year ending March 31, 2004. You are requested to consider their appointment.

FOREIGN EXCHANGE EARNING AND EXPENDITURE  
Foreign exchange earnings Rs. 8.4 million  
Foreign exchange expenditure Rs. 113.4 million  

PERSONNEL AND OTHER MATTERS

As required by the provisions of Section 217 (2A) of the Companies Act, 1956, read with the 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.

73


directors’ report  
  Continued   

Since your Company does not own any manufacturing facility, the disclosure of information on other matters required to be disclosed in terms of Section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, are not applicable and hence not given.

DIRECTORS’ RESPONSIBILITY STATEMENT

The Directors confirm that :

1.
  
in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;
2.
  
the Directors 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 Company at the end of the financial year and of the profit or loss of the Company for that period;
3.
  
the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of
4. the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and the Directors have prepared the annual accounts on a going concern basis.

ACKNOWLEDGEMENTS

Your Company is grateful to the Insurance Regulatory and Development Authority and Reserve Bank of India for their support and advice.

The Company would like to express its gratitude for the unstinted support and guidance received from ICICI Bank and other ICICI group companies, Lombard Canada Limited and Fairfax Financial Holdings Limited.

The Directors would also like to place on record their appreciation for the commitment, hard work and team effort shown by the employees of the Company.

For and on behalf of the Board

K.V. KAMATH
Chairman

Mumbai, April 21, 2003
auditors’ report
 to the members of ICICI Lombard General Insurance Company Limited

We have audited the attached Balance Sheet of ICICI Lombard General Insurance Company Limited (‘the Company’) as at March 31, 2003, and the related Fire, Marine and Miscellaneous Insurance Revenue Accounts (collectively known as the ‘Revenue Accounts’), the Profit and Loss Account of the Company for the year ended, on that date annexed thereto and the Receipts and Payments Account for the year ended on that date.

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted in India. These standards require that we plan and perform the audit to obtain reasonable assurance as to whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

The Balance Sheet, the Revenue Accounts and the Profit and Loss Account, have been drawn up in accordance with the Insurance Regulatory and Development Authority (Preparation of Financial Statements and Auditor’s Report of Insurance Companies) Regulations 2002 read with Section 211 of the Companies Act, 1956.

We report thereon as follows :

In our opinion and to the best of our information and according to the information and explanations given to us :

Further, according to the information and explanations given to us and to the best of our knowledge and belief, we certify that :

  For BHARAT S. RAUT & CO.
Chartered Accountants
Mumbai, April 21, 2003 AKEEL MASTER
Partner

74


balance sheet    
  as at March 31, 2003
  Schedule   (Rs. in ’000s)   March 31,
2002
SOURCES OF FUNDS          
Share Capital 5   1,095,980   1,094,422
Fair value change account     420  
     
 
Total     1,096,400   1,094,422
     
 
           
APPLICATION OF FUNDS          
Investments 6   2,100,085   1,128,990
Loans 7   25,000  
Fixed assets 8   44,861   23,314
Deferred tax asset     28,600   33,873
Current assets          
   Cash and bank balances 9   326,749   125,792
   Advances and other assets 10   562,141   248,011
     
 
Sub-Total (A)     888,890   373,803
     
 
Current liabilities 11   1,780,393   411,343
Provision 12   270,472   147,024
     
 
Sub-Total (B)     2,050,865   558,367
     
 
Net current assets (C) = (A- B)     (1,161,975)   (184,564)
Debit balance in profit and loss account     59,829   92,809
     
 
Total     1,096,400   1,094,422
     
 

Schedules referred to herein form an integral part of the Balance Sheet.

profit and loss account
for the year ended March 31, 2003
      (Rs. in ’000s)   March 31,
2002
1. Operating profit/(loss)          
  (a) Fire insurance     (47,099)   (571)
  (b) Marine insurance     (14,395)   (3)
  (c) Miscellaneous insurance     (8,921)   (130,120)
2. Income from investments          
  (a) Interest/Dividend – Gross     88,825   51,996
  (b) Profit/Loss on sale of investments (net)     27,239   643
3. Other Income     479   14
       
 
Total (A)       46,128   (78,041)
       
 
4. Other expenses          
  (a) Expenses other than those          
    related to insurance business          
    Employees’ remunerations          
    and welfare benefits     2,654   12,595
    Travel, conveyance and          
    vehicle running expenses       3,065
    Training expenses       1,574
    Rents, rates and taxes       9,704
    Legal and professional charges       2,196
    Others     63   2,538
  (b) Preliminary expenses written off     1,558   1,558
         
 
Total (B)       4,275   33,230
       
 
Profit before tax     41,853   (111,271)
Provisionfor taxation:          
  (a) Current tax expense 3,600       2,750
  (b) Deferred tax expense 5,273   8,873   (29,200)
     
 
 
Profit after tax     32,980   (84,821)
Balance of loss brought forward from previous period 92,809       12,661
Deferred tax of earlier year       (4,673)
   
 
 
          92,809   7,988
         
 
Loss carried forward to Balance Sheet.     59,829   92,809
 

 

As per our report attached of even date For and on behalf of the Board  
For BHARAT S. RAUT & CO.
Chartered Accountants
K.V. KAMATH
Chairman
KALPANA MORPARIA
Director
AKEEL MASTER
Partner
S. MUKHERJI
Director
SANDEEP BAKHSHI
Managing Director & CEO
Mumbai, April 21, 2003 RAKESH JAIN
Head Finance & Accounts
RAJESH CHAWATHE
Company Secretary

75


   
  revenue accounts
  for the year ended March 31, 2003

                                (Rs. in ‘000s)

Particulars Schedule   Fire   Marine   Miscellaneous   Total

        Year   Period   Year   Period   Year   Period   Year   Period
        ended   ended   ended   ended   ended   ended   ended   ended
        March 31,   March 31,   March 31,   March 31,   March 31, March 31,   March 31,   March 31,
        2003   2002   2003   2002   2003   2002   2003   2002
1. Premium earned (Net) 1   74,442   2,054   16,877   15   181,026   12,080   272,345   14,149
2. Profit/(Loss) on sale of Investments (Net)     2,301   4   426     4,980   47   7,707   51
3. Others – Foreign exchange gain/(loss)         82     1,437     1,519  
4. Interest/Dividend on Investments – Gross     7,505   317   1,390   1   16,240   3,834   25,135   4,152
     
 
 
 
 
 
 
 
Total (A)     84,248   2,375   18,775   16   203,683   15,961   306,706   18,352
     
 
 
 
 
 
 
 
1. Claims incurred (Net) 2   15,107   1,232   19,658   10   143,474   16,640   178,239   17,882
2. Commission 3   (142,594)   (31,570)   (3,719)   (2)   (25,795)   (8,804)   (172,108)   (40,376)
3. Operating Expenses related to insurance business 4   258,834   33,284   17,231   11   143,425   86,745   419,490   120,040
4. Others – premium deficiency         3,000     (51,500)   51,500   (48,500)   51,500
     
 
 
 
 
 
 
 
Total (B)     131,347   2,946   33,170   19   212,604   146,081   377,121   149,046
     
 
 
 
 
 
 
 
Operating Profit/(Loss) (C) = (A - B)     (47,099)   (571)   (14,395)   (3)   (8,921)   (130,120)   (70,415)   (130,694)
     
 
 
 
 
 
 
 
APPROPRIATIONS                                  
Transfer to shareholders’ account     (47,099)   (571)   (14,395)   (3)   (8,921)   (130,120)   (70,415)   (130,694)
     
 
 
 
 
 
 
 
Total (C)     (47,099)   (571)   (14,395)   (3)   (8,921)   (130,120)   (70,415)   (130,694)
     
 
 
 
 
 
 
 

As required by Section 40C(2) of the Insurance Act, 1938, we certify that, to the best of our knowledge and according to the information and explantions given to us, and so far as appears from our examination of the Company’s books of accounts, all expenses of management, wherever incurred, whether directly or indirectly, have been fully debited in the Revenue Accounts as expense.

Schedules referred to herein form an integral part of the Revenue Accounts.



As per our report attached of even date For and on behalf of the Board  
For BHARAT S. RAUT & CO.
Chartered Accountants
K.V. KAMATH
Chairman
KALPANA MORPARIA
Director
AKEEL MASTER
Partner
S. MUKHERJI
Director
SANDEEP BAKHSHI
Managing Director & CEO
Mumbai, April 21, 2003 RAKESH JAIN
Head Finance & Accounts
RAJESH CHAWATHE
Company Secretary

76


  schedules
   forming part of the financial statements Continued 

Schedule – 1
Premium Earned (net)


                                                                                                     (Rs. in '000s)
-------------------------------------------------------------------------------------------------------------------
Particulars                         Fire                                       Marine
                                                  -----------------------------------------------------------------
                                                      Marine Cargo          Marine-Others           Marine-Total

                            -------------------   -------------------    -------------------    -------------------
                                Year     Period       Year     Period        Year     Period        Year     Period
                               ended      ended      ended      ended       ended      ended       ended      ended
                            Mar. 31,   Mar. 31,   Mar. 31,   Mar. 31,    Mar. 31,   Mar. 31,    Mar. 31,   Mar. 31,
                                2003       2002       2003       2002        2003       2002        2003       2002
                            --------   --------   --------   --------    --------   --------    --------   --------
Premium from
direct business
written                    1,281,908    112,326     61,420         40     30,035           -      91,455         40

Add : Premium
       on reinsurance
       accepted               33,075          -          -          -          -           -           -          -

Less : Premium
       on reinsurance
       ceded               1,107,230     96,833     25,660          8     28,752           -      54,412          8

Less: Service tax             44,448      2,494      2,037          2        290           -       2,327          2

Net premium                  163,305     12,999     33,723         30        993           -      34,716         30

Adjustment for
change in reserve
for unexpired risks           88,863     10,945     16,846         15        993           -      17,839         15

Total premium
earned  (net)                 74,442      2,054     16,877         15          -           -      16,877         15




-------------------------------------------------------------------------------------------------------------------------------------
Particulars                                                                                              Miscellaneous
                          -----------------------------------------------------------------------------------------------------------
                                  Motor              Engineering           Worksmen           Public/Product          Personal
                                                                         Compensation            Liability            Accident
                           -------------------   ------------------   ------------------   -------------------   ------------------
                               Year     Period       Year    Period       Year    Period       Year     Period       Year    Period
                              ended      ended      ended     ended      ended     ended      ended      ended      ended     ended
                           Mar. 31,   Mar. 31,   Mar. 31,  Mar. 31,   Mar. 31,  Mar. 31,   Mar. 31,   Mar. 31,   Mar. 31,  Mar. 31,
                               2003      2002        2003      2002       2003      2002       2003       2002       2003      2002
                           --------   --------   --------  --------   --------  --------   --------   --------   --------  --------
Premium from
direct business
written                      28,143    102,894    227,828    22,159      4,480       100     13,468        239     53,980     8,786

Add : Premium
       on reinsurance
       accepted                   -          -      2,176         -          -         -         22          -        284         -

Less : Premium
       on reinsurance
       ceded                 13,951     22,853    169,887    17,401        903        22     10,291         53     36,524     6,434

Less: Service tax             1,331      4,899     11,542     1,016        201         4        435         11      1,187       328

Net premium                  12,861     75,142     48,575     3,742      3,376        74      2,764        175     16,553     2,024

Adjustment for
change in reserve
for unexpired risks         (51,385)    66,679     24,129     3,087      2,296        64      1,238        144      8,650     2,054

Total premium
earned  (net)                64,246      8,463     24,446       655      1,080        10      1,526         31      7,903       (30)



---------------------------------------------------------------------------------------------------------------------------------------
Particulars
                          ------------------------------------------------------------------------------------------
                                Health                Aviation                Others                 Total                Total
                               Insurance                                                         Miscellaneous
                          -------------------   -------------------    -------------------    -------------------   -------------------
                              Year     Period       Year     Period        Year     Period        Year     Period       Year     Period
                             ended      ended      ended      ended       ended      ended       ended      ended      ended      ended
                          Mar. 31,   Mar. 31,   Mar. 31,   Mar. 31,    Mar. 31,   Mar. 31,    Mar. 31,   Mar. 31,   Mar. 31,   Mar. 31,
                              2003       2002       2003       2003        2002       2003        2002       2003       2002       2003
                          --------   --------   --------   --------    --------   --------    --------   --------   --------   --------
Premium from
direct business
written                    134,138     19,820     13,833          -     267,365     14,893     743,235    168,891  2,116,598    281,257

Add : Premium
       on reinsurance
       accepted                  -         -           -          -           2          -       2,484          -     35,559          -

Less : Premium
       on reinsurance
       ceded                25,544      3,775     12,591          -     193,738     14,060     463,429     64,598  1,625,071    161,439

Less: Service tax            6,133        944        616          -      13,580        447      35,025      7,649     81,800     10,145

Net premium                102,461     15,101        626          -      60,049        386     247,265     96,644    445,286    109,673

Adjustment for
change in reserve
for unexpired risks         42,712     12,249        327          -      38,272        287      66,239     84,564    172,941     95,524

Total premium
earned  (net)               59,749      2,852        299          -      21,777         99     181,026     12,080    272,345     14,149
SCHEDULE - 2
Claims Incurred (net)

                                                                                           (Rs. in '000s)
-------------------------------------------------------------------------------------------------------------------
Particulars                         Fire                                       Marine
                                                  -----------------------------------------------------------------
                                                      Marine Cargo          Marine-Others           Marine-Total

                            -------------------   -------------------    -------------------    -------------------
                                Year     Period       Year     Period        Year     Period        Year     Period
                               ended      ended      ended      ended       ended      ended       ended      ended
                            Mar. 31,   Mar. 31,   Mar. 31,   Mar. 31,    Mar. 31,   Mar. 31,    Mar. 31,   Mar. 31,
                                2003       2002       2003       2002        2003       2002        2003       2002
                            --------   --------   --------   --------    --------   --------    --------   --------
Claims paid-Direct            52,504         23     14,144          -           -          -      14,144          -

Add : Re-insurance
       Accepted                   -          -           -          -           -          -           -          -

Less : Re-insurance
       Ceded                  47,177         23      2,986          -           -          -       2,986          -

Net Claims paid                5,327         -      11,158          -           -          -      11,158          -

Add : Claims
       Outstanding at
       the end of
       the year               11,012      1,232      8,408         10         102          -       8,510         10

Less : Claims Outstanding
       at the beginning
       of the year             1,232         -          10         -           -          -          10          -

Total claims incurred         15,107      1,232     19,556         10         102          -      19,658         10




SCHEDULE - 2

Claims Incurred (net)                                                                                                 (Rs. in '000s)
-------------------------------------------------------------------------------------------------------------------------------------
Particulars                                                                                                Miscellaneous
                            ---------------------------------------------------------------------------------------------------------
                                    Motor              Engineering           Worksmen           Public/Product          Personal
                                                                           Compensation            Liability            Accident
                             -------------------   ------------------   ------------------   -------------------   ------------------
                                 Year     Period       Year    Period       Year    Period       Year     Period       Year    Period
                                ended      ended      ended     ended      ended     ended      ended      ended      ended     ended
                             Mar. 31,   Mar. 31,   Mar. 31,  Mar. 31,   Mar. 31,  Mar. 31,   Mar. 31,   Mar. 31,   Mar. 31,  Mar. 31,
                                 2003      2002        2003      2002       2003      2002       2003       2002       2003      2002
                             --------   --------   --------  --------   --------  --------   --------   --------   --------  --------
Claims paid-Direct             54,383      5,688     15,899         3          1         -          -          -      7,903         -

Add : Re-insurance
       Accepted                     -          -          -         -          -         -          -          -        100         -

Less : Re-insurance
       Ceded                   10,877      1,137     12,158         1          -         -          -          -      6,734         -

Net Claims paid                43,506      4,551      3,741         2          1         -          -          -      1,269         -

Add : Claims
       Outstanding at
       the end of
       the year                18,061      9,142      8,899       492        112         -        391         24        680         -

Less : Claims Outstanding
       at the beginning
       of the year              9,142          -        492         -          -         -         24          -          -         -

Total claims incurred          52,425     13,693     12,148       494        113         -        367         24      1,949         -




SCHEDULE - 2

Claims Incurred (net)                                                                                                      (Rs. in '000s)
-----------------------------------------------------------------------------------------------------------------------------------------
Particulars
                           ----------------------------------------------------------------------------------------
                                 Health                Aviation                Others                 Total                Total
                                Insurance                                                         Miscellaneous
                           -------------------   -------------------    -------------------    -------------------   -------------------
                               Year     Period       Year     Period        Year     Period        Year     Period       Year     Period
                              ended      ended      ended      ended       ended      ended       ended      ended      ended      ended
                           Mar. 31,   Mar. 31,   Mar. 31,   Mar. 31,    Mar. 31,   Mar. 31,    Mar. 31,   Mar. 31,   Mar. 31,   Mar. 31,
Claims paid-Direct             2003       2002       2003       2003        2002       2003        2002       2003       2002       2003
                           --------   --------   --------   --------    --------   --------    --------   --------   --------   --------
Add : Re-insurance           72,892      1,279          -          -       4,898          -     155,976      6,970    222,624      6,993
       Accepted

Less : Re-insurance               -          -          -          -           -          -         100         -         100          -
       Ceded

Net Claims paid              14,578        256          -          -       1,952          -      46,299      1,394     96,462      1,417

Add : Claims                 58,314      1,023          -          -       2,946          -     109,777      5,576    126,262      5,576
       Outstanding at
       the end of
       the year

Less : Claims Outstanding    13,526      1,258        214          -       2,878        148      44,761     11,064     64,283     12,306
       at the beginning
       of the year

Total claims incurred         1,258          -          -          -         148          -      11,064         -      12,306          -

                             70,582      2,281        214          -       5,676        148     143,474    16,640     178,239     17,882


77

  schedules
   forming part of the financial statements Continued 

SCHEDULE - 3
Commission


                                                                               (Rs. in '000s)
-------------------------------------------  -----------------------------------------------------------
Particulars                     Fire                                  Marine
                                             ----------------------------------------------------------
                                                Marine Cargo       Marine-Others       Marine-Total

-------------------------------------------  ------------------  ------------------  ------------------
                             Year    Period      Year    Period     Year     Period      Year   Period
                            ended     ended     ended     ended    ended      ended     ended    ended
                         Mar. 31,  Mar. 31,  Mar. 31,  Mar. 31,  Mar. 31,  Mar. 31,  Mar. 31,  Mar. 31,
                             2003      2002      2003      2002      2003      2002      2003      2002
-------------------------------------------  ------------------  ------------------  ------------------
Commission paid-Direct        135         -       216         -         -         -       216         -

Add:  Re-insurance
      Accepted              1,478         -         -         -         -         -         -         -

Less: Commission
      received on
      Re-Insurance
      Ceded               144,207    31,570     2,651         2     1,284         -      3,935        2
-------------------------------------------  ------------------  ------------------  ------------------
Net Commission           (142,594)  (31,570)   (2,435)       (2)   (1,284)        -     (3,719)      (2)
-------------------------------------------  ------------------  ------------------  ------------------

Commission                                                                                                     (Rs. in '000s)
-----------------------------------------------------------------------------------------------------------------------------
Particulars                                                                                                  Miscellaneous
                          ---------------------------------------------------------------------------------------------------
                                 Motor           Engineering           Worksmen         Public/Product          Personal
                                                                     Compensation         Liability             Accident
------------------------- ------------------  ------------------  ------------------  ------------------  ------------------
                             Year     Period      Year    Period      Year    Period      Year    Period      Year    Period
                            ended      ended     ended     ended     ended     ended     ended     ended     ended     ended
                          Mar. 31,  Mar. 31,  Mar. 31,  Mar. 31,  Mar. 31,  Mar. 31,  Mar. 31,  Mar. 31,  Mar. 31,  Mar. 31,
                              2003      2002      2003      2002      2003      2002      2003      2002      2003      2002
------------------------- ------------------  ------------------  ------------------  ------------------  ------------------
Commission paid-Direct          88     4,699        97         -         -         -         1         -         -         -

Add:  Re-insurance
      Accepted                   -         -         -         -         -         -         6         -         -         -

Less: Commission
      received on
      Re-Insurance
      Ceded                    911     4,900     9,968     4,235        85     1,981       714        11     2,632     1,362
------------------------- ------------------  ------------------  ------------------  ------------------  ------------------
Net Commission                (823)     (201)   (9,871)   (4,235)      (85)   (1,981)     (707)      (11)   (2,632)   (1,362)
------------------------- ------------------  ------------------  ------------------  ------------------  ------------------

Commission                                                                                                    (Rs. in '000s)
---------------------------------------------------------------------------------------------------------------------------
Particulars
                          -----------------------------------------------------------------------------
                              Health              Aviation             Others                Total             Total
                             Insurance                                                   Miscellaneous
--------------------------------------------  ------------------  ------------------  ------------------  ------------------
                              Year    Period     Year     Period     Year     Period      Year    Period     Year     Period
                            ended     ended    ended      ended    ended      ended     ended     ended    ended      ended
                          Mar. 31,  Mar. 31,  Mar. 31,  Mar. 31,  Mar. 31,  Mar. 31,  Mar. 31,  Mar. 31,  Mar. 31,  Mar. 31,
                             2003      2002      2003      2003      2002      2003      2002      2003      2002      2003
--------------------------------------------  ------------------  ------------------  ------------------  ------------------
Commission paid-Direct           -         -         -         -     1,026         -     1,212     4,699     1,563     4,699

Add:  Re-insurance
      Accepted                   -         -         -         -        71         -        77         -     1,555         -

Less: Commission
      received on
      Re-Insurance
      Ceded                   2,854      944       382         -     9,538        70    27,084    13,503   175,226    45,075
--------------------------------------------  ------------------  ------------------  ------------------  ------------------
Net Commission               (2,854)    (944)     (382)        -    (8,441)      (70)  (25,795)   (8,804) (172,108)  (40,376)
--------------------------------------------  ------------------  ------------------  ------------------  ------------------
SCHEDULE - 4
Operating expenses related to insurance business

                                                                                           (Rs. in '000s)
-------------------------------------------  ------------------------------------------------------------
Particulars                     Fire                                  Marine
                                             ----------------------------------------------------------
                                                Marine Cargo       Marine-Others       Marine-Total

-------------------------------------------  ------------------  ------------------  ------------------
                             Year    Period      Year    Period     Year     Period      Year   Period
                            ended     ended     ended     ended    ended      ended     ended    ended
                         Mar. 31,  Mar. 31,  Mar. 31,  Mar. 31,  Mar. 31,  Mar. 31,  Mar. 31,  Mar. 31,
                             2003      2002      2003      2002      2003      2002      2003      2002
-------------------------------------------  ------------------  ------------------  ------------------
Employees' remuneration
& welfare benefits         73,576    15,055     3,525         5     1,724         -     5,249         5
Travel, conveyance and
vehicle running expenses   21,260     3,541     1,019         1       498         -     1,517         1
Training expenses           2,363     1,178       113         -        55         -       168         -
Rents, rates & taxes       33,289     7,288     1,595         3       780         -     2,375         3
Repairs                     6,074       759       291         1       142         -       433         1
Printing & stationery       3,267       254       157         -        77         -       234         -
Communication               9,358     1,364       448         -       219         -       667         -
Legal & professional
charges                    37,175     2,061       980         1       479         -     1,459         1
Auditors' fees,
expenses etc
(a) as auditor                367       158        18         -         9         -        27         -
(b) Tax audit                  95         4         5         -         2         -         7         -
Advertisement and
publicity                  60,409       312     2,894         -     1,415         -     4,309         -
Interest & Bank Charges     1,702       471        82         -        40         -       122         -
Miscellaneous expenses      3,811       108       154         -        75         -       229         -
Depreciation                6,088       731       292         -       143         -       435         -
-------------------------------------------  ------------------  ------------------  ------------------
Total                     258,834     33,284   11,573        11     5,658         -    17,231        11
-------------------------------------------  ------------------  ------------------  ------------------

------------------------------------------------------------------------------------------------------------------------------
Particulars                                                                                                  Miscellaneous
                          ----------------------------------------------------------------------------------------------------
                                 Motor           Engineering           Worksmen         Public/Product          Personal
                                                                     Compensation         Liability             Accident
------------------------- ------------------  ------------------  ------------------  ------------------  ------------------
                             Year     Period      Year    Period      Year    Period      Year    Period      Year    Period
                            ended      ended     ended     ended     ended     ended     ended     ended     ended     ended
                          Mar. 31,  Mar. 31,  Mar. 31,  Mar. 31,  Mar. 31,  Mar. 31,  Mar. 31,  Mar. 31,  Mar. 31,  Mar. 31,
                              2003      2002      2003      2002      2003      2002      2003      2002      2003      2002
------------------------- ------------------  ------------------  ------------------  ------------------  ------------------
Employees' remuneration
& welfare benefits           1,615    18,665    13,075     2,898       257        13       773        32     3,098     1,160
Travel, conveyance and
vehicle running expenses       467     5,118     3,778       682        74         3       223         7       895       272
Training expenses               52     2,567       420       227         8         1        25         2        99        91
Rents, rates & taxes           731     8,672     5,917     1,403       116         6       350        15     1,402       561
Repairs                        133       734     1,079       146        21         1        64         2       256        58
Printing & stationery           72       723       581        49        11         -        34         1       138        19
Communication                  205     2,142     1,663       263        33         1        98         3       394       105
Legal & professional
charges                      3,945     8,651     3,634       389        71         2       215         4       861       144
Auditors' fees,
expenses etc
(a) as auditor                   8       171        65        30         1         -         4         -        15        13
(b) Tax audit                    2         4        17         1         -         -         1         -         4         -
Advertisement and
publicity                    1,326    18,013    10,736        60       211         -       635         -     2,544        24
Interest & Bank Charges        (61)    1,287       302        90         6         1        18         1        72        36
Miscellaneous expenses          71       106       572        21        11         -        34         -       136         9
Depreciation                   134       804     1,082       140        21         1        64         2       256        56
------------------------- ------------------  ------------------  ------------------  ------------------  ------------------
Total                        8,700    67,657    42,921     6,399       841        29     2,538        69    10,170     2,548
------------------------- ------------------  ------------------  ------------------  ------------------  ------------------

-----------------------------------------------------------------------------------------------------------------------------
Particulars
                         ------------------------------------------------------------------------------
                               Health              Aviation             Others                Total             Total
                              Insurance                                                   Miscellaneous
------------------------- ------------------  ------------------  ------------------  ------------------  ------------------
                              Year    Period     Year     Period     Year     Period      Year    Period     Year     Period
                             ended     ended    ended      ended    ended      ended     ended     ended    ended      ended
                          Mar. 31,  Mar. 31,  Mar. 31,  Mar. 31,  Mar. 31,  Mar. 31,  Mar. 31,  Mar. 31,  Mar. 31,  Mar. 31,
                              2003      2002      2003      2003      2002      2003      2002      2003      2002      2003
------------------------- ------------------  ------------------  ------------------  ------------------  ------------------
Employees' remuneration
& welfare benefits           7,699     2,587       794         -    15,346     1,980    42,657    27,335   121,482    42,395
Travel, conveyance and
vehicle running expenses     2,225       609       229         -     4,434       466    12,325     7,157    35,102    10,699
Training expenses              247       202        26         -       493       155     1,370     3,245     3,901     4,423
Rents, rates & taxes         3,483     1,252       359         -     6,943       959    19,301    12,868    54,965    20,159
Repairs                        636       130        66         -     1,267       100     3,522     1,171    10,029     1,931
Printing & stationery          342        44        35         -       681        33     1,894       869     5,395     1,123
Communication                  979       234       101         -     1,952       179     5,425     2,927    15,450     4,291
Legal & professional
charges                      2,140       323       221         -     4,265       247    15,352     9,760    53,986    11,822
Auditors' fees,
expenses etc
(a) as auditor                  39        27         4         -        77        21       213       262       607       420
(b) Tax audit                   10         1         1         -        20         1        55         7       157        11
Advertisement and
publicity                    6,321        54       652         -    12,600        41    35,025    18,192    99,743    18,504
Interest & Bank Charges        178        81        18         -       355        62       888     1,558     2,712     2,029
Miscellaneous expenses         337        19        35         -       672        14     1,868       169     5,908       277
Depreciation                   637       126        66         -     1,270        96     3,530     1,225    10,053     1,956
-------------------------------------------    ------------------  -----------------  ------------------  ------------------
Total                       25,273     5,689     2,607         -    50,375     4,354   143,425    86,745   419,490   120,040
-------------------------------------------    ------------------  -----------------  ------------------  ------------------

78

  schedules
   forming part of the financial statements Continued 
SCHEDULE – 5        
Share Capital        
      (Rs. in ‘000s)  
Particulars As at   As at  
  March 31,   March 31,  
  2003   2002  
Authorised capital 1,100,000   1,100,000  
110,000,000 (Previous year: 110,000,000) equity shares of Rs. 10 each        
         
Issued capital 1,100,000   1,100,000  
110,000,000 (Previous year: 110,000,000) equity shares of Rs. 10 each        
         
Subscribed capital 1,100,000   1,100,000  
110,000,000 (Previous year: 110,000,000) equity shares of Rs. 10 each        
         
Called up capital 1,100,000   1,100,000  
110,000,000 (Previous year: 110,000,000) equity shares of Rs. 10 each        
         
Less: Preliminary expenses        
(to the extent not written off) 4,020   5,578  
 
 
 
Total 1,095,980   1,094,422  
 
 
 

Note:

Of the above issued share capital as of March 31, 2003, 81,399,300 shares (Previous year: 81,399,300 shares) of Rs. 10 each are held by the holding company, ICICI Bank Limited and 700 shares (Previous year: 700 shares) of Rs. 10 each are held by ICICI Bank Limited through its nominees.

SCHEDULE – 5A
Share Capital
Pattern of shareholding

[As certified by the management]


Shareholder As at March 31, 2003   As at March 31, 2002
 
 
  Number of   % of   Number of   % of
  Shares   Holding   Shares   Holding

Promoters              
   – Indian 81,400,000   74%   81,400,000   74%
   – Foreign 28,600,000   26%   28,600,000   26%

Total 110,000,000   100%   110,000,000   100%

SCHEDULE – 6 Investments

      (Rs. in ‘000s)
Particulars As at   As at
  March 31,   March 31,
  2003   2002
Long term investments      
Government securities and government      
guaranteed bonds including treasury bills (Note 3) 413,834   288,427
Other approved securities 32,303   88,632
Other investments      
   Debentures/ Bonds (Note 4) 303,852   274,172
Investments in infrastructure and social sector 139,987   147,493
Other than Approved Investments 128,489  
Short term investments      
Government securities and government      
guaranteed bonds including treasury bills 534,187   132,155
Other investments      
   a) Equity shares 15,133  
   b) Mutual Fund units 102,820  
   c) Debentures/ Bonds 275,552   147,435
Investments in infrastruture and social sector 153,928   50,676
 
 
Total investments 2,100,085   1,128,990
 
 

 

Notes: 1.   Aggregate book value of investments (other than listed equities) is Rs. 2,084,952,216 (Previous year: Rs 1,128,989,720).
 2.   Aggregate market value of investments (other than listed equities) is Rs. 2,129,266,022 (Previous year: Rs. 1,146,917,650).
3.   Includes investment pursuant to Section 7 of Insurance Act, 1938 Rs 10,000,000.
4.   Includes investment at cost in ICICI Bank Limited Rs. 48,873,541 (Previous year: Rs. 33,765,208).

SCHEDULE – 7 Loans

    (Rs. in ‘000s)
Particulars As at   As at
    March 31,   March 31,
    2003   2002
Security-wise Classification      
Secured      
(a) On mortgage of property (aa) In India 25,000  
   
 
Total 25,000  
   
 
Borrower-wise Classification      
(a) Others (Body corporate) 25,000  
   
 
Total 25,000  
   
 
Performance-wise Classification      
(a) Loans classified as standard (aa) In India 25,000  
   
 
Total   25,000  
   
 
Maturity-wise Classification      
(a) Short Term 25,000  
   
 
Total   25,000  
   
 

79


  schedules
 forming part of the financial statements Continued 

 

SCHEDULE – 8
Fixed Assets

  Cost/ Gross Block   Depreciation   Net Block  
 
 
 
 
Particulars April 1,           March 31,   April 1,   For the   On Sales/   March 31,   March 31,   March 31,  
  2002   Additions   Deletions   2003   2002   Year   Adjust-   2003   2003   2002  
                          ments              
 
 
 
 
Buildings   4,251     4,251     30     30   4,221    
Furniture & Fittings   5,562     5,562     166     166   5,396    
Information Technology Equipment 7,778   8,490     16,268   870   2,921     3,791   12,477   6,908  
Computer Software 16,477   9,332     25,809   1,257   6,255     7,512   18,297   15,220  
Office Equipment 678   2,656   26   3,308   20   681   2   699   2,609   658  
 
 
 
 
Total 24,933   30,291   26   55,198   2,147   10,053   2   12,198   43,000   22,786  
 
 
 
 
Work in Progress                                 1,861   528  
 
 
 
 
Grand Total 24,933   30,291   26   55,198   2,147   10,053   2   12,198   44,861   23,314  
 
 
 
 
Previous year 1,151   23,782     24,933   37   2,110     2,147   22,786    
 
 
 
 
                                         
SCHEDULE – 9      
Cash and Bank Balances      
        (Rs. in ‘000s)
Particulars As at   As at
    March 31,   March 31,
    2003   2002
Cheques in hand (including stamps) 165,966   32,223
Bank balances      
   (a) Deposit account s- short-term      
  (due within 12 months) 55,000   30,000
   (b) Current accounts 105,783   13,569
Money at call and short notice      
   (a) With other institutions   50,000
   
 
Total 326,749   125,792
   
 
SCHEDULE – 10      
Advances and Other Assets          
          (Rs. in ‘000s)
Particulars     As at   As at
      March 31,   March 31,
      2003   2002
Advances          
Reserve deposits with reinsurance companies     9,196
Prepayments     774  
Advance tax paid and taxes deducted at        
source (net of provisions for tax)     13,264   1,671
Others          
   - Sundry deposit 7,935       6,056
   - Advances to/receivables          
      from Employees 791       792
 
     
      8,726   6,848
     
 
Total (A)     22,764   17,715
     
 
Other Assets          
Income accrued on investments/deposits     33,919   28,057
Outstanding premiums     41,316   109,766
Due from other entities carrying on          
insurance business (including reinsurers)     462,743   91,443
Deposit with Reserve Bank of India     1,000   1,000
[Pursuant to Section 7 of Insurance Act, 1938]          
Others          
   - Deposit with IRDA 91       30
   - Interest accrued on loans 308      
 
       
      399   30
     
 
Total (B)     539,377   230,296
     
 
Total (A+B)     562,141   248,011
     
 
SCHEDULE – 11          
Current Liabilities          
            (Rs. in ‘000s)
Particulars     As at   As at
        March 31,   March 31,
        2003   2002
Agents’ balances     45   1,195
Balances due to other insurance companies   563,411   118,938
Premiums received in advance     557,618   196,870
Unallocated premium     16,852   592
Sundry creditors     95,168   35,162
Unearned commission     182,500  
Due to holding company     77,000   14,742
Claims outstanding     270,764   36,571
Due to Officers/Directors      
Others –          
   (a) Statutory dues 13,976        
   (b) Salary payable 39        
   (c) Miscellaneous 128        
   (d) Collections-          
  environment relief fund 2,892        
        17,035   7,273
       
 
Total     1,780,393   411,343
       
 
SCHEDULE – 12 Provisions
      (Rs. in ‘000s)
Particulars As at   As at
  March 31,   March 31,
  2003   2002
       
For unexpired risk 267,472   95,524
For premium deficiency 3,000   51,500
 
 
Total 270,472   147,024
 
 

80


  schedules
  forming part of the financial statements Continued 

 

SCHEDULE – 13

SIGNIFICANT ACCOUNTING POLICIES AND NOTES FORMING PART OF THE ACCOUNTS FOR THE YEAR ENDED MARCH 31, 2003

1. BACKGROUND

ICICI Lombard General Insurance Company Limited (‘the Company’) was incorporated on OctoberI30, 2000. The principal shareholders of the Company are ICICI Bank Limited (74%) and Lombard Canada Limited (a subsidiary of Fairfax Financial Holdings Limited) (26%). The Company received the license to undertake General Insurance business on AugustI3, 2001 from the Insurance Regulatory and Development Authority (‘IRDA’).

2. BASIS OF PREPARATION OF FINANCIAL STATEMENTS

The accompanying financial statements have been prepared under the historical cost convention, on the accrual basis of accounting, in compliance with the accounting standards issued by the Institute of Chartered Accountants of India (‘ICAI’), to the extent applicable, and in accordance with the provisions of the Insurance Act, 1938, Insurance Regulatory and Development Authority Act, 1999, the Insurance Regulatory and Development Authority (Preparation of Financial Statements and Auditor’s Report of Insurance Companies) Regulations, 2002 (‘the Regulations’), the Companies Act, 1956 to the extent applicable, and current practices within the insurance industry in the country.

The preparation of the financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amount of assets, liabilities, revenues and expenses and disclosure of contingent assets and liabilities. The estimates and assumptions used in the accompanying financial statements are based upon management’s evaluation of the relevant facts and circumstances as of the date of the financial statements. Actual results may differ from the estimates and assumptions used in preparing the accompanying financial statements.

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

3.1 Revenue recognition Premium income

Premium earned is recognised as income over the period of risk or the contract period based on 1/365 method, whichever is appropriate.

Income from reinsurance business

Commission income on reinsurance ceded is recognised over the contract period.

During the current year, the Company has changed its accounting policy relating to recognition of reinsurance commission income. In the previous year, the Company used to recognise commission income upfront on cession of reinsurance business. Consequent to the change in accounting policy, the commission income, transfer to shareholders account are lower by Rs. 182,500Ithousand, operating loss is higher by Rs. 182,500 thousand, profit before taxes is lower by Rs. 182,500 thousand and the unearned commission income is higher by Rs. 182,500 thousand. Profit commission under re-insurance treaties is recognised on receipt of intimation from the reinsurer.

Income earned on investments

Interest income on investments is recognised on an accrual basis. Dividend income is recognised when the right to receive dividend is established.

Realised gain/loss on securities is the difference between the sale consideration and the amortised cost in the books of the Company as on the date of sale.

3.2 Reinsurance premium

Reinsurance premium ceded is recognised over the period of contract/ period of risk.

3.3 Reserve for unexpired risk

Reserve for unexpired risk is recognised net of reinsurance and represents premium towards risks to be covered in succeeding accounting period subject to minimum as required under Section 64IV(1)I(ii)I(b) of the Insurance Act, 1938.

3.4 Claims

Claims (net of reinsurance) are accounted for as and when intimated/ reported.

Amounts received/receivable and paid/payable from the coinsurers, proportionate to the risk shared, are recognised together with the claim. Provision for claims are based on individual case estimates received. The estimates are regularly reviewed and updated as additional information on the estimated claims becomes known and any resulting adjustments are included in the revenue accounts.

Provision is also made at year end for claims Incurred But Not Reported (‘IBNR’) and claims Incurred But Not Enough Reported (‘IBNER’) based on actuarial estimate duly certified by a qualified actuary.

3.5 Acquisition costs

Acquisition costs are those costs that vary with, and are primarily costs related to the acquisition of new and renewal insurance contracts viz. commission, policy issue expenses etc. These costs are expensed in the year in which they are incurred.

3.6 Premium deficiency

Premium deficiency represents the amount by which sum of expected claim costs, related expenses and maintenance costs exceeds the sum of related premiums carried forward to the subsequent accounting period and the reserve for unexpired risks.

3.7 Investments

Investments are recorded at cost and includes brokerage, transfer charges, stamps etc, if any, and excludes interest paid on purchases.

Classification

Investments maturing within twelve months from balance sheet date and investments made with the specific intention to dispose off within twelve months from balance sheet date are classified as ‘short term investments’.

All other investments are classified as ‘long term investments’.

Valuation

All debt securities are considered as ‘held to maturity’ and accordingly stated at historical cost subject to amortisation of premium or accretion of discount on a straight line basis over the holding/maturity period.

Other investments comprise of equity shares and units of mutual fund. Listed equity shares are stated at fair value being the last quoted closing price as at the balance sheet date. Mutual fund investments are stated at fair value being the closing net asset value as at the balance sheet date. Unrealized gain/loss arising on account of such valuation is taken to equity under the head “Fair value change account”.

3.8 Fixed assets and depreciation

Fixed assets are stated at cost less accumulated depreciation. Depreciation is provided on a straight-line basis pro-rata for the period of use at the rates prescribed in Schedule XIV to the Companies Act, 1956 except in the cases setout below where depreciation is provided at a rate higher than those prescribed under Schedule XIV to the Companies Act, 1956.

 Depreciation on information technology equipments is provided @25 percent.

 Depreciation on computer software is provided @20 percent except for expenditure below Rs. 500,000, which is fully depreciated in the year incurred.

Other assets individually costing less than Rs. 5,000 are fully depreciated in the year in which they are acquired.

3.9 Retirement benefits

The Company makes a contribution to the recognised provident fund at prescribed rates which is charged to revenue accounts.

Provision for gratuity for employees is made on the basis of the amount determined by actuarial valuation and is charged to revenue accounts.

The Company’s liability in respect of leave encashment is also determined on the basis of actuarial valuation and is charged to the revenue accounts.

3.10 Foreign currency transactions

Foreign currency transactions are recorded at the rates of exchange prevailing on the date of the transaction. Foreign exchange denominated current assets and liabilities are translated at the year-end exchange rates. Exchange rate differences resulting from foreign exchange transactions settled during the year, including year-end translation of current assets and liabilities are recognised in the revenue accounts.

81


  schedules
forming part of the financial statements Continued 

3.11 Taxation Current tax

The Company provides for income tax on estimated taxable income in accordance with the provisions of the Income Tax Act, 1961.

Deferred tax

Deferred tax assets and liabilities are recognised for the future tax consequences attributable to timing differences that result between the profit offered for income taxes and the profit as per the Company’s financial statements.

Deferred tax assets and liabilities are measured using the tax rate and tax laws that have been enacted or substantively enacted by the balance sheet date and accounted for under the liability method. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the profit and loss account in the period of change.

Deferred tax assets are recognized subject to management’s consideration of prudence in respect of their realisability.

3.12 Miscellaneous expenditure

Preliminary expenses are amortised over a period of five years from the date of incorporation.

4. NOTES TO ACCOUNTS

4.1 Statutory disclosures as required by the IRDA regulations

4.1.1 Contingent liabilities

Contingent liabilities at March 31, 2003 is Rs. Nil (Previous year: Rs. Nil)

4.1.2 The assets of the Company are free from all encumbrances.

4.1.3 Estimated amount of contracts remaining to be executed on fixed assets and not provided for (net of advances) is Rs. 5,435 thousand (Previous year : Rs. 3,900 thousand).

4.1.4 Claims

Claims, less reinsurance, paid to claimants in / outside India are as under :

      (Rs. in ’000s)

Particulars For the year
ended March
31, 2003
  For the period
ended March
31, 2002

In India 126,262   5,576
Outside India Nil   Nil

Claims outstanding include claims for IBNR cases. These have been estimated by a qualified actuary appointed by the Company. The Company being in the nascent stage of its operations, the qualified actuary has used suitable alternative methods for each product category.

Ageing of claims

Ageing of claims is set out in the table below :

    (Rs. in ’000s)

Particulars For the year
ended March
31, 2003
For the period
ended March
31, 2002

More than six months 29,756 Nil
Others 241,008 12,306

Claims settled and remaining unpaid for more than six months: Rs. Nil (Previous year: Rs. Nil)

4.1.5 Premium

Premium, less reinsurance, written from business in/outside India is given below :

      (Rs. in ’000s)

Particulars For the year
ended March
31, 2003
  For the period
ended March
31, 2002

In India 445,286   109,673
Outside India Nil   Nil

The Company has recognised one percent (Previous year: Ten percent) of the premium earned under Miscellaneous - Engineering class of business based on varying risk pattern. The risk pattern is determined based on underwriting estimates, which are in turn based on project related information received from the customers. The Company

perceives significant risk for terrorism, and accordingly reserve for unexpired risks has been created at 100% of inward premium. Value of contracts in relation to investments for :

 Purchases where deliveries are pending Rs. 54,166Ithousand (Previous year: Nil); and

 Sales where payments are outstanding Rs. 54,200 thousand (Previous year: Nil).

All investments are made in accordance with the Insurance Act, 1938 and Insurance Regulatory and Development Authority (Investment) Regulations, 2000 and are performing investments.

An amount of Rs. 2,892 thousand (Previous year Rs. 228 thousand) collected towards Environment Relief fund under Public Liability Policies has been disclosed under current liabilities and the same is invested in Government Securities.

Historical cost of investments that are valued on fair value basis is Rs. 117,533 thousand (Previous year: Rs. Nil).

4.1.6 As at March 31, 2003, the Company had assets amounting to Rs. 11,000 thousand (Previous year: Rs. 1,000 thousand), deposited with the Reserve Bank of India, as required under Section 7 of the Insurance Act, 1938.

4.1.7 Allocation of income and expenses Allocation of investment income

Investment income has been allocated between revenue accounts and profit and loss account on the basis of the ratio of average policyholders funds to average shareholders funds respectively based on average of funds at the beginning of the year and at the end of the year.

Allocation amongst revenue accounts is on the basis of policyholder’s funds viz. unexpired risk, premium deficiency and outstanding claims. Average policyholders funds comprise reserves for unexpired risks, premium deficiency and outstanding claims.

Average shareholders funds comprise share capital less accumulated losses and miscellaneous expenditure not written off.

Allocation of expenses

Operating expenses relating to insurance business are allocated to specific classes of business on the following basis:

 Expenses that are directly identifiable to the business class are allocated on actual basis;

 Other expenses, that are not directly identifiable, are broadly allocated on gross written premium;

 The method of allocation has been decided based on the nature of the expense and its logical correlation with the classes of business.

4.1.8 Sector-wise details of the policies are given below :

          (Rs. in ’000s)

Sector As at March 31,   As at March31,
  2003   2002
 
 
  Rs.   %   Rs.   %
 
 
 
 
Rural 47,536   2.21   2,258   0.83
Urban 2,104,623   97.79   278,999   99.17

4.1.9  Extent of risksretained andreinsured is set out below :    
 
  Particulars Basis As at March 31,   As at March 31,
      2003   2002
     
 
      Retention   Ceded   Retention   Ceded
     
  Fire Total sum insured 14%   86%   9%   91%
  Marine – Cargo Value at risk 57%   43%   80%   20%
  Miscellaneous                
  - Engineering Total sum insured 25%   75%   18%   82%
  - Motor Total sum insured 80%   20%   80%   20%
  - Workmen Compensation Value at risk 80%   20%   80%   20%
  - Public Liability Value at risk 25%   75%   80%   20%
  - Personal Accident Value at risk 32%   68%   13%   87%
  - Health Value at risk 80%   20%   80%   20%
  - Others Value at risk 25%   75%   44%   56%
 

82


  schedules
   forming part of the financial statements Continued 

 

4.1.10 Details of managerial remuneration are as under :

    (Rs. in ’000s)

  For the year For the period
Particulars ended March ended March
  31, 2003 31, 2002

Salaries and allowances 3,449 Nil
Contribution to provident and other funds 245 Nil
Perquisites 436 Nil

Notes : Perquisites as stated above are based on actual payment.

Managerial remuneration as stated above does not include gratuity and leave encashment payable as the same cannot be ascertained on an individual basis.

The managerial remuneration is as per the terms of appointment as approved by the IRDA.

In the previous year, the Managing Director(s) drew their remuneration from the holding company and hence no managerial remuneration is paid or payable to the Managing Director.

4.2 Other disclosures

4.2.1 Segmental reporting

Primary reportable segments

The Company’s primary reportable segments are business segments which have been identified in accordance with AS 17 – Segment Reporting read with the Regulations. The income and expenses attributable to the business segments are allocated as mentioned in paragraph 4.1.7 above.

Segmental Assets & Liabilities

              (Rs. in ’000s)

      Current Liabilities   Current
                  Assets

 
 
Segment Year       Claims   Un-   Out-
      Unearned   Out-   allocated   standing
      Commission   standing   Premium   Premium


 
 
Fire 2002-03   128,010   137,569     37,402
Fire 2001-02     (18,842)     (109,765)
Engg 2002-03   27,206   38,767   642   3,869
Engg 2001-02     (1,767)   (592)  
Marine Cargo 2002-03   1,766   12,103     14
Marine Cargo 2001-02     (12)    
Marine Hull 2002-03   884   3,394    
Marine Hull 2001-02        
Motor 2002-03   1,047   24,715    
Motor 2001-02     (11,563)    
Wc 2002-03   127   141    
Wc 2001-02        
Liabilities 2002-03   1,398   1,679    
Liabilities 2001-02        
PA 2002-03   6,392   2,733   6  
PA 2001-02     (254)    
Aviation 2002-03   813   9,819    
Aviation 2001-02        
Others 2002-03   11,336   22,939   16,203   31
Others 2001-02     (2,558)    
Health 2002-03   3,520   16,905    
Health 2001-02     (1,574)    
Total Amount 2002-03   182,500   270,764   16,851   41,316
Total Amount 2001-02     (36,570)   (592)   (109,765)

Note : Figure given in brackets represent the previous year figure.

Fixed assets, Investments & other current assets & liabilities are not identifiable to any business segment.

Secondary reportable segments

There are no reportable geographical segments since the Company provides services to customers in the Indian market only and does not distinguish any reportable regions within India.

4.2.2 Related party

Related parties, nature of relationship and description of transactions

Name of the Nature of Description of transactions
related Party relationship  

ICICI Bank Limited Holding Company

The Company has taken space on rentals in the building of ICICI Bank for which it is paying rentals at market rates. In addition ICICI Bank Limited has set up a common platform for the group for sharing of common services and facilities including technology.

The Company is using the expertise and technology of ICICI Bank Call Center.

The Company has sold policies to ICICI Bank Limited. The Company has received premium and paid claims on this account.


ICICI Venture Funds Management Company Limited Fellow Subsidiary The Company has sold policies to ICICI Venture Funds Management Company Limited. The Company has received premium and paid claims on this account.

ICICI Securities Limited Fellow Subsidiary The Company has sold policies to ICICI Securities Limited. The Company has received premium and paid claims on this account.

ICICI Prudential Life Insurance Company Limited Fellow Subsidiary The Company has sold policies to ICICI Prudential Life Insurance Company Limited. The Company has received premium and paid claims on this account.

ICICI Home Finance Company Limited Fellow Subsidiary The Company has sold policies to ICICI Home Finance Company Limited. The Company has received premium and paid claims on this account. In addition to this the Company shared the cost of advertisements with ICICI Home Finance Company Limited.

Key Management Personnel (with whom transactions have taken place) K.V. Kamath, Chairman
Kalpana Morparia, Director
Sandeep Bakhshi,
Managing Director & CEO
The Company has issued policies to them.

Relatives of key managerial personnel (with whom transactions have taken place) Mona Bakhshi, Wife of Managing Director & CEO The Company has issued policies to her.

83


  schedules
 forming part of the financial statements Continued 

 

Details of transactions with related parties for the year ended March 31, 2003 are given below :

              (Rs. in ’000s)  

 
Particulars With   With   With Key   Relatives of  
  Holding   Fellow   Management   Key Manage-  
  Company   Subsidiaries   Personnel   ment Personnel  

 
Income                
Premium Income 163,754   42,535   160   0.1  
  (25,478)   (76)      
Income from 6,741        
Interest & Dividend (3,434)   (9,510)      
Expenses                
Claim Payments 58,003   1,320      
  (1,310)        
Salary to Deputation 10,334        
Staff (4,896)        
Establishment & 65,385   5,000      
Other Expenditure (41,246)        

 
Figures in brackets represent previous year figures.      
Balances with related parties at March 31, 2003, are as under:  
      (Rs. in ’000s)  


 
 
Particulars With Holding   With Fellow  
  Company   Subsidiaries  


 
 
Assets        
Fixed Assets    
  (817)    
Investments 48,873    
  (33,765)    
Cash & Bank Balances 130,782    
  (43,043)   (1,584)  
Income accrued on        
investments 584    
  (376)    
Liabilities        
Capital 814,000    
  (814,000)    
Advance Premium 159,648   18,644  
  (20,541)   (1,926)  
Others Liabilities 84,267   296  
  (15,167)    

 
Figures in brackets representprevious year figures.      

4.2.3 Deferred taxes

The major components of temporary differences that account for deferred tax assets and liabilities are as under :

              (Rs. in ’000s)
             
  As at March 31, 2003   As at March 31, 2002
 
 
  Deferred   Deferred   Deferred   Deferred
  tax asset   tax liability   tax asset   tax liability
 
 
 
 
Carried forward business loss 17,253      
Timing differences on account of:              
Reserve for Unexpired Risks 11,288     33,873  
Depreciation 59      
 
 
 
 
Total 28,600     33,873  
 
 
 
 
Net deferred tax asset/(liability) 28,600     33,873  
Deferred tax expense/(income) recognised in the Profit and loss account 5,273     (29,200)  
 

4.2.4 Prior year figures have been regrouped, reclassified wherever necessary, to conform with current year classifications.

  For and on behalf of the Board  
     
  K.V. KAMATH
Chairman
KALPANA MORPARIA
Director
     
  S. MUKHERJI
Director
SANDEEP BAKHSHI
Managing Director & CEO
     
Mumbai, April 21, 2003 RAKESH JAIN
Head Finance & Accounts
RAJESH CHAWATHE
Company Secretary

84



     
  receipts & payments account  
  for the year ended March 31, 2003  

            (Rs. in ’000s)  
           
    Year ended   Year ended  
    March 31, 2003   March 31, 2002  
CASH FLOW FROM OPERATING ACTIVITIES                
Cash receipts from customers :                
Premium (net of reinsurance premium paid) 1,299,366       273,531      
Commission 258,413       12,871      
Other receipts 479   1,558,258   2,277   288,679  
   
     
     
                   
Cash paid towards operating activities                
Claims paid (net of reinsurance claims recovered) (180,956)       (6,969)      
Commission paid (4,268)       (3,504)      
Tax Paid & Other Advances (6,090)            
Expenses (280,232)   (471,546)   (122,478)   (132,951)  
   
     
     
                   
Net cash from operating activities     1,086,712       155,728  
                   
CASH FLOW FROM INVESTING ACTIVITIES                
Purchase of fixed assets (31,624)   (31,624)   (24,310)   (24,310)  
   
     
     
                   
Investment :                
Purchase of securities (5,334,212)       (1,405,384)      
Short term deposit with Bank (55,000)       (80,000)      
Deposit with RBI       (1,000)      
Loans (25,000)            
Interest received (net of TDS) 124,835       31,860      
Repayment of deposits 80,000            
Proceeds from sale of investment 4,380,246   (829,131)   268,898   (1,185,626)  
   
     
     
                   
Net cash from investing activities     (860,755)       (1,209,936)  
                   
CASH FLOW FROM FINANCING ACTIVITIES                
Proceeds from issuance of share capital       1,099,993      
                   
Net cash used in financing activities           1,099,993  
Net increase/(decrease) in cash and cash equivalents     225,957       45,785  
Cash and cash equivalents at the beginning of the period     45,792       7  
Cash and cash equivalents at end of the period     271,749       45,792  


As per our report attached of even date For and on behalf of the Board  
     
For BHARAT S. RAUT & CO. K.V. KAMATH KALPANA MORPARIA
Chartered Accountants Chairman Director
     
AKEEL MASTER S. MUKHERJI SANDEEP BAKHSHI
Partner Director Managing Director & CEO
     
  RAKESH JAIN RAJESH CHAWATHE
Mumbai, April 21, 2003 Head Finance & Accounts Company Secretary

85






     
   
  Statement pursuant to Part IV, Schedule VI to the Companies Act, 1956 Balance Sheet Abstract and Company’s General Business Profile

1. Registration Details                          
  Registration No. 1 1 - 1 2 9 4 0 8 State Code 1 1  
   Balance Sheet Date 3 1   0 3   2 0 0 3    
    Date      Month       Year      
2.
Capital Raised during the year    
  (Amount in Rupees Thousands)    
  Public Issue   Bonus Issue
              N I L               N I L
  Rights Issue   Private Placement
              N I L               N I L
       
3. Position of Mobilisation and Deployment of Funds    
  (Amount in Rupees Thousands)    
  Total Liabilities   Total Assets
                                       
  Sources of Funds    
  Paid-up Capital   Reserves and Surplus
      1 0 9 5 9 8 0                    
  Secured Loans   Unsecured Loans
                                       
  Application of Funds    
  Net Fixed Assets   Investments
                                       
  Net Current Assets   Miscellaneous Expenditure
                                       
  Accumulated Losses    
                                       
4. Performance of Company
(Amount in Rupees thousands)
   
  Turnover   Total Expenditure
                                       
  Profit (Loss) before Tax   Profit (Loss) after Tax
                                       
  Earning per Share in Rupees   Dividend Rate %
                                       
5. Generic Names of Principal Products/Services of the Company
(as per monetary terms)
 
  Production Description         : General Insurance
   
  Item Code No.                       : Not Applicable    


  For and on behalf of the Board  
     
  K.V. KAMATH KALPANA MORPARIA
  Chairman Director
     
  S. MUKHERJI SANDEEP BAKHSHI
  Director Managing Director & CEO
     
  RAKESH JAIN RAJESH CHAWATHE
Mumbai, April 21, 2003 Head Finance & Accounts Company Secretary

Note :

The Company being a general insurance company, the accounts of the Company are not required to be made in accordance with Schedule VI. Further, the Insurance Act, 1938, requires the accounts of the Company to be split between policyholders’ and shareholders’. In view of the above, it is not possible to give the information required in Part 3 and Part 4 of this schedule.

86






     
  section 217
  Statement of Particulars of Employees pursuant to the provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 and forming part of the Directors’ Report for the year ended March 31, 2003












        Remuneration   Expe-   Date of    
        Received   rience   Commencement    
Name and Age (in years)   Desig. / Nature of Duties   (Rs.)   (in years)   of Employment   Last Employment











Nicholas Helms (”) (49)   Head - Commercial Lines   656,781   32   12-Nov-2001   CGU General Insurance
Rakesh Jain (32)   Head - Finance & Accounts   2,454,741   8   01-Jan-2002   ICICI Limited
Sandeep Bakhshi (42)   Managing Director & CEO   4,130,103   19   01-Apr-2002   ICICI Limited
Subhash Dhavale (”) (57)   Head - Internal Audit & Grievance Resolution   2,670,947   32   05-Apr-2002   ICICI Securities Limited
S. Gopalakrishnan (40)   Head - Investment   2,621,231   19   02-May-2001   BNP Paribas Equities India Pvt. Limited
Sudhir Salian (32)   Head - Strategy   2,464,360   9   01-Jan-2002   ICICI Limited











                     
Notes :
1. Remuneration as above includes salary, taxable allowances, LTA, Value of perquisites as per the Income-Tax Rules, 1962 and Company’s Contribution to Provident Fund, Pension Fund.
2. The nature of employment is contractual.
3. The employees mentioned above are not the relatives of any Director of the Company.
4. All the employees with (”) mark were employed for part of the year.

87






    
ICICI HOME FINANCE COMPANY LIMITED

4TH ANNUAL REPORT AND ACCOUNTS 2002-2003

Directors Company Secretary Auditors Registered and
Chanda Kochhar Chairperson Rajendra Patil N. M. Raiji & Co. Corporate Office
Kalpana Morparia   Chartered Accountants ICICI Bank Towers
Nachiket Mor     Bandra-Kurla Complex
M. N. Gopinath     Mumbai - 400 051
Amitabh Chaturvedi      
V. Vaidyanathan   Managing Director & CEO    
Rajiv Sabharwal   Chief Operating Officer    

 directors’ report
  to the members

Your Directors have pleasure in presenting the Fourth Annual Report of the Company with the audited Statement of Accounts for the year ended March 31, 2003.

APPROPRIATIONS

The Profit and Loss Account shows profit before taxation of Rs. 405.8 million (Previous year Rs.126.3 million) after provision of Rs.64.5 million (Previous year Rs. 14.3 million) towards bad and doubtful debts and after taking into account all expenses including depreciation of Rs. 4.3 million (previous year Rs.2.75 million) on fixed assets. The net profit for the year is Rs. 286.5 million (Previous year Rs. 95.8 million).

After taking into account the balance of Rs.69.3 million (previous year Rs. 7.4 million) brought forward from the previous year and after adjusting deferred tax liability at the beginning of the year, the disposable profit is Rs.355.7 million (previous year Rs.102.6 million). Given the strong financial performance, the Board approved two interim dividend distributions amounting to Rs.230.0 million resulting in an aggregate dividend rate of 20%. Your Directors have not recommended any final dividend for the year and have appropriated the disposable profit as follows:

  (Rupees Million)  
  2002-2003   2001-2002  
Special Reserve created and maintained        
in terms of Section 36(1)(viii) of the        
Income-tax Act, 1961 104.03   33.33  
Transfer to General Reserve 21.48    
Dividend on Equity Shares 230.00    
Dividend on Preference Shares 0.04   0.01  
Tax on Dividend 0.01    
Leaving balance to be carried        
forward to next year 0.18   69.29  

PUBLIC DEPOSITS

During the year under review, the Company has not accepted any deposit from the public.

OPERATIONAL REVIEW

Your Company received Outlook Money’s first “Dream Home Award” for 2001-2002 for its excellent performance in the housing finance industry.

Your Company continued to serve as the focal point for marketing, distribution and servicing of home loan products of ICICI Bank. During the year under review, the Company has launched other innovative products features like free property insurance, free home search, etc. The Company has also hosted various exhibitions to interact with and market products to focused customer segments and has also increased its presence in the fee income segment through both corporate and retail property services groups.

Your Company also continued to expand its geographical reach and at the same time penetrated deeper into existing markets. It has used the “hub and spoke” distribution strategy towards this end, which ensured deeper penetration and larger market share. It distributes home loans in over 300 locations across the country. As on March 31, 2003, a total loan of Rs.11235.87 million is outstanding which comprises of Rs.11211.86 million as housing loan and other loan of Rs.24.01 million.

PROSPECTS

The housing finance sector demonstrated a healthy growth trend during the year.

The incentive for the housing sector has been retained under the Finance Bill 2003 by permitting the income-tax benefit on interest on housing loan upto the existing limit of Rs.1,50,000 p.a. and extending the Section 80I(B) benefits to developers. This will increase the demand for houses and further add to the housing stock.

The competition among banks, housing finance companies and financial institutions and lower cost of funds had led to a drop in interest rates. However, your Company is confident of continuing its good performance in future due to its aggressive marketing strategies, wide branch network and relationships with the builders and customers.

DIRECTORS

In terms of the provisions of the Articles of Association of the Company, M. N. Gopinath and Amitabh Chaturvedi would retire at the ensuing Annual General Meeting and, being eligible, offer themselves for re-appointment.

AUDITORS

The Auditors, M/s. N. M. Raiji & Co., Chartered Accountants, Mumbai, will retire at the ensuing Annual General Meeting. The Board, at its Meeting held on April 22, 2003, has proposed their appointment as Auditors to audit the accounts of the Company for the financial year ending March 31, 2004. You are requested to consider their appointment.

AUDIT COMMITTEE

The Audit Committee, constituted pursuant to the provisions of Section 292A of the Companies Act, 1956, comprises of the following Directors as its Members:

Chanda Kochhar, Chairperson
M. N. Gopinath
V. Vaidyanathan, Managing Director & CEO

FOREIGN EXCHANGE EARNING AND EXPENDITURE

During 2002-2003, expenditure in foreign currencies amounted to Rs.0.2 million (previous year 0.9 million) on account of travelling expenses of the officials

88






     
  directors’ report
    Continued 

of the Company. There was no earning in foreign currencies during the year under review.

PERSONNEL AND OTHER MATTERS

There are no employees within the purview of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

Since your Company does not own any manufacturing facility, the disclosure of information on other matters required to be disclosed in terms of Section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, are not applicable and hence, have not been given.

DIRECTORS’ RESPONSIBILITY STATEMENT

The Directors confirm :

(a) that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;
   
(b) that the Directors had 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 Company at the end of the financial year and of the profit or loss of the Company for that period;
   
(c) that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and
   
(d) that the Directors had prepared the annual accounts on a going concern basis.

ACKNOWLEDGEMENTS

Your Company is grateful to the National Housing Bank for their continued support and advice. The Company is also grateful to its clients and bankers for their continued support.

The Company would like to express its gratitude for the unstinted support and guidance received from ICICI Bank Limited, the parent organisation, and also from other group companies.

The Directors would also like to express their sincere thanks and appreciation to all the employees for their commendable teamwork, exemplary professionalism and enthusiastic contribution during the year.

For and on behalf of the Board

CHANDA KOCHHAR
Chairperson

Mumbai, April 22, 2003

89






     
  auditors’ report
to the members of ICICI Home Finance Company Limited

We have audited the attached Balance Sheet of ICICI HOME FINANCE COMPANY LIMITED as at March 31, 2003 and the annexed Profit and Loss Account of the Company for the year ended on that date. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material mis-statements. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

As required by the Manufacturing and Other Companies (Auditors’ Report) Order, 1988 issued by the Central Government of India in terms of Section 227 (4A) of the Companies Act , 1956, we enclose in the Annexure a Statement on the matters specified in the paragraphs 4 and 5 of the said Order.

Further to our comments in the Annexure referred to above, we report that :

1. we have obtained all the information and explanations which, to the best of our knowledge and belief, were necessary for the purposes of our audit;
   
2. in our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books;
   
3. the Balance Sheet and the Profit and Loss Account, dealt with by this report are in agreement with the books of account;
   
4.  in our opinion, the Balance Sheet and the Profit and Loss Account dealt with by this report are in compliance with the Accounting Standards referred to in Section 211(3C) of the Companies Act, 1956;
   
5. on the basis of the written representations received from the Directors of the Company, none of the Directors are disqualified as on March 31, 2003 from being appointed as Director under Section 274 (1) (g), of the Companies Act, 1956;
   
6. in our opinion and to the best of our information and according to the explanations give to us, the said accounts give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view in the conformity with the accounting principles generally accepted in India:
   
  (i) in the case of the Balance Sheet of the state of affairs of the Company as at March 31, 2003;
   
  (ii) in the case of the Profit and Loss Account, of the profit of the Company for the year ended on that date; and
   
  (iii) in the case of the Cash Flow Statement, of the cash flows of the Company for the year ended on that date.
     
  For N.M. Raiji & CO.
  Chartered Accountants
   
  JAYESH M. GANDHI
Mumbai, April 22, 2003 Partner

annexure to the auditors’ report
referred to in paragraph (1) of our report of even date

1. The Company has maintained proper records showing full particulars including quantitative details and situation of its fixed assets. Physical verification of fixed assets has been carried out by the management during the year. No discrepancies were noticed on such verification.
   
2  None of the fixed assets have been revalued during the year.
   
3. The Company has taken unsecured loans from its holding Company, a Company which is also a party listed in the register maintained under Section 301 of the Companies Act, 1956. The rate of interest and terms of these loan are not, prima facie, prejudicial to the interest of the Company.
   
4. The Company has not given loans, secured or unsecured to Companies, firms or other parties listed in the register maintained under Section 301 and/or to the Companies under the same management as defined under Section 370 (1B) of the Companies Act, 1956.
   
5. The parties to whom loans and advances in the nature of loans have been granted by the Company, are generally repaying the principal amounts as stipulated and are also generally regular in the payment of interest. The Company has also granted loans to employees, who are repaying the principal amount as stipulated and regular in payment of interest.
6. In our opinion and according to information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and nature of its business with regard to purchase of fixed assets.
   
7. The Company being a “Housing Finance Company” (HFC), Section 58A of the Companies Act, 1956 is not applicable. During the year, the Company has not accepted any deposits from the public coming under the purview of the Housing Finance Companies (NHB) Directions, 1989 and 2001. In our opinion, the Company has complied with the provisions of the Housing Finance Companies (NHB) directions, 1989 and 2001 in respect of deposits accepted in earlier years.
   
8. The Company has an internal audit system, which is commensurate with the size and the nature of its business.
   
9. In our opinion and according to the information and explanations given to us, there are no transactions of purchase of goods and materials and sale of goods, materials and services, made in pursuance of contracts or arrangements entered in the Register maintained under Section 301 of the Companies Act, 1956 and aggregating during the year to Rs. 50,000 or more in respect of each party .The Company provides services to the parties entered in register maintained under Section 301 of the Companies Act, 1956 and aggregating to Rs. 50,000 in respect of each party. Considering the specialised nature of services provided, the market prices of such services are not readily available and hence the prices charged for the services could not be compared.
   
10. As per the records maintained by the Company, the provident fund dues have been generally deposited with the appropriate authorities. As informed to us, Employees State Insurance Act is not applicable to the Company.
   
11. There are no undisputed amounts payable in respect of income tax, sales tax and customs duty outstanding as at March 31, 2003, for a period of more than six months from the date they became payable.
   
12. According to the information and explanations given to us and the records of the Company examined by us, no personal expenses have been charged to revenue account, other than those payable under contractual obligations or in accordance with generally accepted business practice.
   
13. Adequate documents and records are generally maintained in cases where the Company has granted loans and other credit facilities on the basis of security by way of property.
   
14. The clauses (iii) to (vi), (xii), (xiv), (xvi), (xx) of 4A, 4B, 4C and (iii) and (iv) of 4D of the Manufacturing and Other Companies (Auditors’ Report) Order, 1988 are not applicable to the Company.
   
  For N.M. Raiji & CO.
  Chartered Accountants
   
  JAYESH M. GANDHI
Mumbai, April 22, 2003 Partner

90






 
balance sheet

 as at March 31, 2003              
              March 31,  
    Schedule     (Rs. in ’000s)   2002  
                 
I. SOURCES OF FUNDS              
  Shareholders’ Funds              
  A. Share Capital I 1,550,000.00       1,550,000.00  
  B. Reserves and Surplus II 167,041.68       110,634.84  
     
     
 
          1,717,041.68   1,660,634.84  
  Loan Funds              
  Unsecured Loans III     10,956,916.17   14,569,947.69  
         
 
 
          12,673,957.85   16,230,582.53  
         
 
 
II. APPLICATION OF FUNDS              
  Fixed Assets IV            
  A. Gross Block   90,555.99       54,867.03  
  B. Less: Depreciation   16,248.25       4,681.67  
     
     
 
  C. Net Block       74,307.74   50,185.36  
  Investments V     73,256.24   78,085.84  
  Loans and Other Credit Facilities VI     11,134,312.82   15,821,448.81  
  Current Assets, Loans              
  and Advances VII            
  A. Current Assets   847,645.89       780,171.50  
  B. Loans and Advances   1,160,397.55       225,977.69  
     
     
 
      2,008,043.44       1,006,149.19  
     
     
 
  Less:              
  Current Liabilities and Provisions: VIII            
  A. Current Liabilities   491,215.41       731,169.88  
  B. Provisions   239,423.18       27,902.99  
     
     
 
      730,638.59       759,072.87  
     
     
 
  Net Current Assets and Advances       1,277,404.85   247,076.32  
  Deferred Tax Assets/(Liability)              
  [refer note 2(c)]       84,105.82   (7,988.15)  
  Miscellaneous Expenditure IX     30,570.38   41,774.35  
         
 
 
          12,673,957.85   16,230,582.53  
         
 
 
                 
Notes forming part of the Accounts              
and Accounting Policies XIII            

 
profit and loss account

 for the year ended March 31, 2003          
        March 31,  
  Schedule (Rs. in ’000s)   2002  
INCOME          
Income from Operations X 1,953,005.22   1,767,645.44  
Other Income XI 25,256.11   3,143.89  
   
 
 
    1,978,261.33   1,770,789.33  
   
 
 
EXPENDITURE          
Interest, Other Financial Charges &          
Expenses on Borrowings   1,465,415.95   1,292,459.00  
Employee Cost          
      Salary   4,268.69   63,787.66  
      Contribution to Provident and          
      Other Funds   549.93   7,289.73  
      Staff Welfare Expenses   888.50   6,089.78  
Establishment and Other Expenses XII 30,639.59   256,011.25  
Depreciation   4,324.18   2,752.07  
Provision & Write off Against          
Non-Performing Assets   36,490.48   14,251.15  
Provision against standard assets   28,042.82    
Preliminary and Share Issue          
Expenses Written Off   1,800.68   1,800.68  
   
 
 
    1,572,420.82   1,644,441.32  
   
 
 
Profit before Taxation   405,840.52   126,348.01  
Provision for Taxation   211,483.06   23,150.00  
Deferred Tax Credit   92,093.97   (7,412.19)  
   
 
 
Profit after Taxation   286,451.43   95,785.82  
Add: Balance brought forward          
         from previous year   69,296.88   7,423.23  
Less: Adjustment on account of          
         deferred tax liability at the          
         beginning of the year     575.96  
   
 
 
Disposable Profit   355,748.31   102,633.09  
   
 
 
APPROPRIATIONS          
Special Reserve - in terms of          
Section 36(1)(viii) of the          
Income-tax Act, 1961   104,027.03   33,328.75  
Dividend          
– on Equity Shares - Interim          
      (subject to tax)   230,000.00    
– on Preference Shares - proposed   45.12   7.99  
General Reserve   21,483.86    
Balance Carried to Balance Sheet   192.30   69,296.35  
   
 
 
    355,748.31   102,633.09  
   
 
 
Earnings per Share          
(Equity shares, par value Rs.10 each)          
Basic (Rs.)   2.49   0.83  
Diluted (Rs.)   1.85   0.62  
Notes forming part of the Accounts          
and Accounting Policies XIII        


As per our Report attached   For and on behalf of the Board
     
For N. M. RAIJI & CO.   CHANDA KOCHHAR
Chartered Accountants   Chairperson
     
J. M. GANDHI   V. VAIDYANATHAN
Partner   Managing Director & CEO
  RAJENDRA PATIL SANJAY SINGHVI
Mumbai, April 22, 2003 Company Secretary Head - Finance & Accounts

91






     
  schedules
forming part of the Accounts  

      March 31,  
  (Rs. in ’000s)   2002  
         
SCHEDULE – I        
SHARE CAPITAL        
Authorised        
225,000,000 Equity Shares of Rs.10 each 2,250,000.00   2,250,000.00  
75,000,000 Preference Shares of Rs.10 each 750,000.00   750,000.00  
 
 
 
  3,000,000.00   3,000,000.00  
 
 
 
Issued, Subscribed and Paid up        
115,000,000 Equity Shares of Rs.10 each fully paid up 1,150,000.00   1,150,000.00  
40,000,000 – 0.01% Fully Convertible Cumulative Preference Shares 400,000.00   400,000.00  
of Rs. 10 each fully paid up - Refer Note 2(b) of Notes to Accounts        
(All shares are held by ICICI Bank Limited, the holding company and its nominees)        
  1,550,000.00   1,550,000.00  
 
 
 
         
         
SCHEDULE – II        
RESERVES AND SURPLUS        
General Reserve 21,483.86    
Surplus in Profit and Loss Account 192.30   69,296.35  
Special Reserve created and maintained in terms of 145,365.52   41,338.49  
Section 36(1)(viii) of the Income Tax Act, 1961.
 
 
  167,041.68   110,634.84  
 
 
 
         
         
SCHEDULE – III        
LOAN FUNDS (Unsecured)        
Loans from Holding Company 3,614,569.43   4,628,999.99  
(includes subordinated debts of Rs. 1,929,652,778; March 02 – Rs. 1,930,000,000)        
Loans from Banks 5,739,818.29   8,269,170.88  
Fixed Deposits 1,602,528.45   1,660,776.82  
(includes deposits from banks Rs. 3,252,198,350; March 02 – Rs. 336,198,350 and        
corporate Rs. 134,398,420; March 02 – Rs. 149, 347,038)        
Short Term Loans and Advances from Corporates   11,000.00  
 
 
 
  10,956,916.17   14,569,947.69  
 
 
 

SCHEDULE – IV

FIXED ASSETS                             (Rs. in ’000s)  
















 
    Gross Block       Depreciation     Net Block    
 






 


 


 
Assets March 31,   Additions   Deductions   March 31,   For the   Upto March   March 31,   March 31,  
  2002   during the year       2003   Year   31, 2003   2003   2002  
















 
Computer and Software 31,214.83   38,809.99     70,024.82   10,228.13   14,823.83   55,200.99   26,619.13  
Office Equipments 874.26   287.84     1,162.10   49.83   76.90   1,085.20   847.19  
Motor Car 1,110.27     420.62   689.65   69.34   98.91   590.74   1,080.70  
Motor Car (Operating Lease)   17,502.73     17,502.73   1,152.83   1,152.83   16,349.90    
Furniture 816.52   360.17     1,176.69   66.46   95.78   1,080.91   787.20  
 














 
  34,015.88   56,960.73   420.62   90,555.99   11,566.57   16,248.25   74,307.74   29,334.22  
 














 
Capital Work in Progress/                                
Capital advances 20,851.16     20,851.16           20,851.16  
 














 
Total 54,867.03   56,960.73   21,271.77   90,555.99   11,566.57   16,248.25   74,307.74   50,185.36  
 














 
Previous Year 8,037.83   25,972.06     54,867.03   3,935.30   4,681.67   50,185.36      
















 

92






     
  schedules  
  forming part of the Accounts Continued

      March 31,  
  (Rs. in ’000s)   2002  
SCHEDULE – V        
INVESTMENTS - AT COST        
Long Term Investment        
10 Shares of Rs. 10 each of ICICI Venture Fund 0.10   0.10  
Management Company Limited (Unquoted)        
Investment in Pass thru Certificate 1,022.73    
Short Term Investment        
Government Securities (364 days T-Bill) (Quoted) 72,233.41   78,085.74  
(Face Value as at March 31, 2003 Rs. 76.00        
million; as at March 31, 2002 - Rs. 83.25 million)
 
 
  73,256.24   78,085.84  
 
 
 
Market Value of Quoted Investments 72,360.00   78,178.01  
         
SCHEDULE – VI        
LOAN AND OTHER CREDIT FACILITIES        
(Secured)        
Housing Loans        
Considered Good 11,134,312.82   15,821,448.81  
Considered Doubtful 101,553.87   26,971.51  
Less: Provisions 101,553.87   26,971.51  
 
 
 
  11,134,312.82   15,821,448.81  
 
 
 
SCHEDULE – VII        
CURRENT ASSETS, LOANS AND ADVANCES        
A. Current Assets        
  Interest Accrued on Loans 101,380.28   149,722.83  
  Sundry Debtors (Unsecured &        
  Considered Good)        
      Debts outstanding for more        
      than six months 1,295.12   8,458.94  
  Securities Held as Stock-in-trade        
  (at cost or market value        
  whichever is less) :        
      2,017,159.302 (Previous year -        
      68,273.141) units in Liquid scheme        
      of Prudential ICICI Mutual Fund 30,000.00   951.23  
  Cash and bank balances :        
      Balances with Scheduled Banks        
      - in current accounts 633,170.49   538,508.65  
      - in deposit accounts 81,800.00   82,529.85  
   
 
 
    847,645.89   780,171.50  
   
 
 
B. Loans and Advances        
  (Recoverable in cash or in kind        
  or for value to be received -        
  Considered Good)        
  Loans to Staff 84,141.31   47,948.69  
  Other Advances and Deposits 804,951.18   135,795.00  
  Advance Income Tax 271,305.06   42,234.00  
  (Unsecured, except Loans to Staff &        
  Loan against Fixed Deposit which is        
  secured)
 
 
    1,160,397.55   225,977.69  
   
 
 

      March 31,  
  (Rs. in ’000s)   2002  
         
SCHEDULE – VIII        
CURRENT LIABILITIES AND PROVISIONS        
A. Current liabilities        
  Sundry Creditors (from other than Small        
  Scale Inds. Undertaking) 387,244.01   51,397.38  
  Interest Accrued But Not Due 92,769.84   60,408.45  
  Other Liabilities 11,201.56   619,364.05  
   
 
 
    491,215.41   731,169.88  
   
 
 
B. Provisions        
  Provision for tax 239,378.06   27,895.00  
  Proposed Dividend (Including Corporate        
  Dividend Tax) 45.12   7.99  
   
 
 
    239,423.18   27,902.99  
   
 
 

SCHEDULE – IX        
MISCELLANEOUS EXPENDITURE        
(to the extent not written off or adjusted)        
Preliminary and Share issue expenses 12,996.17   14,796.85  
Deferred Revenue expenditure 17,574.21   26,977.50  
 
 
 
  30,570.38   41,774.35  
 
 
 
         
SCHEDULE – X        
INCOME FROM OPERATIONS        
Interest Income 1,577,222.98   1,593,730.59  
Income from the securitisation of Loans 325,408.42    
(Refer note 2 (i) Schedule XIII)        
Fee income 50,373.82   173,914.85  
 
 
 
  1,953,005.22   1,767,645.44  
 
 
 
         
SCHEDULE – XI        
OTHER INCOME        
Interest Received 17,534.82   729.85  
Profit on sale of current investments 973.45    
Miscellaneous Income 6,747.84   2,414.04  
 
 
 
  25,256.11   3,143.89  
 
 
 
         
SCHEDULE – XII        
ESTABLISHMENT AND OTHER EXPENSES        
Advertisement Expenses 1,550.11   14,937.37  
Customer Acquisition Expenses 97.00   81,744.74  
Professional and Legal Expenses 13,175.98   43,078.33  
Rent 768.00   28,135.08  
Communication Expenses 1,851.36   17,597.07  
Travelling and Conveyance 2,378.14   12,657.99  
Loss on Sale of Fixed Assets 37.32    
Printing and Stationery 1,689.87   9,721.35  
Computer and Software Expenses 409.84   10,784.34  
Audit fees 321.51   252.52  
Deferred Revenue Expenditure Written Off 115.56   2,129.49  
Miscellaneous Expenses 8,244.90   34,972.97  
 
 
 
  30,639.59   256,011.25  
 
 
 

93






     
  schedules  
forming part of the Accounts Continued

SCHEDULE – XIII

NOTES FORMING PART OF THE ACCOUNTS AND SIGNIFICANT ACCOUNTING POLICIES

1. Significant Accounting Policies

The accounts are prepared in accordance with the accounting principles generally accepted in India and the directions issued by the National Housing Bank from time to time.

a) Revenue Recognition
   
  Interest Income on housing loan is accounted for on accrual basis, other than interest on non-performing assets and charges for delayed payments and cheque bouncing, if any, which is accounted for on cash basis. Further, interest income accounted in the past for Non-Performing Assets is also reversed. Fees are recognised on due basis.
   
b) Investments
   
  Investments have been classified as long-term and short-term investments. Long-term investments have been valued at cost and short-term investments have been valued at cost or market value whichever is lower.
   
 c) Expenses
   
  All expenses are provided for on accrual basis.
   
d) Preliminary and Share Issue Expenses
   
  Preliminary and share issue expenses are amortised over a period of ten years.
   
e) Deferred Revenue Expenditure
   
  i) Advertisement expenditure and, expenditure incurred on Business Process Re-engineering, the benefit of which is expected over a subsequent period(s) is treated as Deferred Revenue Expenditure and amortised over the period of thirty six months.
     
  ii) The initial expenses on borrowings are amortised over the tenure of the borrowing facility.
     
f) Depreciation
   
  Depreciation on assets is charged on Straight Line Method at the rates prescribed in Schedule XIV of the Companies Act, 1956, except in case of Computer Software where depreciation is provided @ 20% per annum.
   
g) Deferred Tax
   
  The tax effects of significant temporary differences are reflected through a deferred tax Asset/ Liability, which has been reflected in the Balance Sheet and the corresponding effect of the same is given in the Profit and Loss Account.
   
h) Provision for Non-Performing Assets
   
  Provisions against Non-Performing Assets (NPAs) are made based on norms decided by the management, which are more conservative as compared to the prudential norms prescribed by NHB.
   
2.  Notes to Accounts
   
a) Home Loans given by the Company are secured by the underlying property.
   
b)   The Preference Shares were issued in two tranches. The first tranch of Preference Shares for Rs.25 crore was allotted on December 28, 2001 and are convertible into equity shares at the option of the Preference Shareholder after completion of one year but before completion of three years from the date of allotment in the ratio of 1:1. However, the said Preference Shares shall be compulsorily and automatically convertibleNinto one Fully Paid-up Equity Share for every one Preference Share of Rs.10 held on December 27, 2004. The second tranch of Preference Shares for Rs.15 crore was allotted on March 14, 2002 and are convertible into equity shares at the option of the Preference Shareholder after completion of one year but before completion of seven years from the date of allotment in the ratio of 1:1. However, the said Preference Shares shall be compulsorily and automatically convertible into one Fully Paid-up Equity Share for every one Preference Share of Rs.10 held on March 14, 2009.
   
c) The break-up of deferred tax assets and liabilities into major components is as follows:

        (Rs. in ‘000s)  
    March 31, 2003   March 31, 2002  
  Deferred Tax Assets        
  Provision for Doubtful Debts        
  & income from securitisation 97,918.31   1,356.19  
  Leave Encashment Liability 981.25    
  Less: Deferred Tax Liability        
  Depreciation 9,059.87   2,972.48  
  Miscellaneous Expenditure ( to        
  the extent not written off) 5,733.88   6,371.86  
  Net Deferred Tax Asset/(Liability) 84,105.82   (7,988.15)  
           
d)   Capital commitment for purchases of assets Rs. Nil (Previous Rs. 2200 thousand).  
     
e) Commitment towards part disbursement of sanctions is amounting Rs.177,121.99 thousand (Previous year Rs. 700,127 thousand).  
     
f) Earnings Per Share :  
     
  The numerators and denominators used to calculate Basic and Diluted Earnings Per Share:
 
     
    As at March   As at March  
    31, 2003   31, 2002  
  Profit attributable to the Equity        
  Shareholders (Rs. In thousand) 286,406.31   95,777.83  
  Weighted average number of        
  Equity Shares outstanding        
  during the year (Nos.) 115,000,000   115,000,000  
  Diluted number of Equity Shares (Nos.) 155,000,000   155,000,000  
  Nominal value of Equity Shares (Rs.) 10   10  
  Basic Earnings Per Share (Rs.) 2.49   0.83  
  Diluted Earnings Per Share (Rs.) 1.85   0.62  
           
g) Details for the future lease rental receivable in respect of operating lease:  
     
  Not later than one year : Rs. 3,354.36 thousand (Previous year –
        Nil)
  Later than one year but    
    not later than five years : Rs 7,672.69 thousand (Previous year –
        Nil)
  Later than five years : Nil
         
h) As per the terms of appointment, the Managing Director and Whole-time Director draw their remuneration and other benefits from the holding company, ICICI Bank Limited.
   
i)     During the year ended March 31, 2003 , the Company securitised identified housing loan portfolio with a carrying value of Rs. 2,664,930 thousand on the date of the securitisation. As per the arrangement with the counter parties, the Company has set aside a cash reserve of Rs. 640,270 thousand to provide credit cum liquidity support to investors and to enhance rating of the portfolio. Further, the Company is required to maintain customer account relationship and service the portfolio in future. On account of securitisation, the Company has a surplus of Rs. 569,000 thousand. The Company has estimated future servicing costs, prepayment risk and delinquency based on the past performance of the Company and industry experience . Such future costs, which aggregates to Rs. 243,603.31 thousand is reduced from the above surplus and the balance amount of Rs. 325,396.60 thousand million is recognised as gain on securitisation and shown under “Income from Operations”. The provision made for the cost shall be reversed as and when incurred in the future. On account of this transaction there is a contingent liability of Rs. 396,666.69 thousand as on the balance sheet date.
   
j) The Company’s main business is to provide loans for the purchase or construction of residential houses. All other activities of the Company are related to the main business. As there are no separate reportable segments, as per the Accounting Standard on ‘Segment Reporting’ (AS 17), issued by the Institute of Chartered Accountants of India.

94



     
  schedules  
  forming part of the Accounts Continued

k) Related Party Disclosure :
   

The Company being a finance company the transactions in the normal course of business have not been disclosed. The following are the details of transactions with related parties:

 


 
  Name of the Type of Transactions Amount  
  Related Party   (Rs. in ‘000s)  
 


 
  ICICI Bank Limited –      
  the holding company Rent paid 18,576.86  
    Interest on fixed deposits 10,792.49  
    Interest and other finance    
    expenses 466,848.09  
    Expenses recovered 1,422,311.73  
    Incentive on Securitisation paid 12,559.78  
    Miscellaneous Expenses 11,493.18  
    Unsecured loan 3,614,569.43  
    Amount receivable 191,913.99  
    Dividend – Equity Shares 230,000.00  
    Dividend – Preference Shares 45.12  
 


 
  ICICI Prudential Life Income from property services 684.86  
  Insurance Company Limited - the      
  subsidiary of ICICI Bank Limited      
 


 
  ICICI Lombard General Incentive on Securitisation paid 123.24  
  Insurance Limited - the subsidiary Insurance Premium – group 214.96  
  of ICICI Bank Limited insurance cover    
    Property Insurance paid 57,887.39  
 


 
         
I)   From the current year, the management has decided to make provision of 0.25% of the standard assets, over and above provisions on Non-performing assets. Accordingly, Rs. 28,042.82 thousand has been provided against standard assets. On account of this, profit for the year is lower by Rs. 28,042.82 thousand.
   
m) Expenditure in foreign currency – Travelling Rs. 24.52 thousand (Previous year Rs. Nil).
   
n)   Previous year’s figures have been regrouped wherever necessary.
   

    For and on behalf of the Board
     
For N. M. RAIJI & CO.   CHANDA KOCHHAR
Chartered Accountants   Chairperson
     
J. M. GANDHI   V. VAIDYANATHAN
Partner   Managing Director & CEO
     
  RAJENDRA PATIL SANJAY SINGHVI
Mumbai, April 22, 2003 Company Secretary Head - Finance & Accounts

95



     
  cash flow statement
   

        March 31,  
    (Rs. in ’000s)   2002  
           
A. Cash Flow from Operating Activities :        
  Profit before taxation and exceptional items 405,840.52   126,348.01  
      Adjustments for :        
      Depreciation / Amortisation 11,566.57   3,952.07  
      Loss / (Profit) on sale of fixed assets 37.32    
      Interest received (17,534.82)   (729.85)  
      Provision and Bad debts written off 271,129.06   14,251.15  
    671,038.65   143,821.38  
  Operating Profit before Working Capital Changes        
      Adjustments for :        
      Trade and Other Receivables 3,737,115.79   (8,976,218.03)  
      Trade Payables and Other Liabilities (239,954.47)   607,652.95  
    4,168,199.97   (8,224,743.70)  
      Cash Generated from Operations 4,168,199.97   (8,224,743.70)  
      Income Taxes paid (229,071.06)   (26,699.32)  
   
 
 
  Net cash from Operating Activities - A 3,939,128.91   (8,251,443.02)  
   
 
 
B. Cash Flow from Investing Activities :        
  Purchase of fixed assets (36,102.81)   (38,534.48)  
  Sale of fixed assets 377.09    
  Purchase of Investments (net) 4,829.60   (78,085.84)  
  MIscellaneous Expenditure w/off 11,203.97   (22,037.93)  
  Interest received 17,534.82   729.85  
   
 
 
  Net cash from Investing Activities - B (2,157.33)   (137,928.40)  
   
 
 
C. Cash Flow from Financing Activities :        
  Issuance of the Equity Shares   200,000.00  
  Issuance of the Preferance Shares   400,000.00  
  Dividend and dividend tax (230,007.99)    
  Proceeds from borrowings (net) (3,613,031.52)   8,304,947.69  
   
 
 
  Net Cash used in Financing Activities - C (3,843,039.51)   8,904,947.69  
   
 
 
  Net Increase in Cash and Cash Equivalents (A+B+C) 93,932.06   515,576.27  
  Cash and Cash Equivalents as at beginning 621,038.50   105,462.23  
   
 
 
  Cash and Cash Equivalents as at end 714,970.49   621,038.50  
   
 
 
           
Notes :        
           
1. The above Cash Flow Statement has been prepared under the ‘Indirect Method’ as set out in Accounting Standard - 3 on “Cash Flow Statements“ issued by the Institute of Chartered Accountants of India.  
     
2. Cash and Cash Equivalents include Rs 633,170.49 thousand (Previous year - Rs. 538,508.65 thousand) Balances with banks in current accounts and Rs. 81,800 thousand (Previous year Rs. 82,529.85 thousand) Balances with banks in fixed deposits accounts.  


As per our Report attached   For and on behalf of the Board
     
For N. M. RAIJI & CO.   CHANDA KOCHHAR
Chartered Accountants   Chairperson
     
J. M. GANDHI   V. VAIDYANATHAN
Partner   Managing Director & CEO
     
  RAJENDRA PATIL SANJAY SINGHVI
Mumbai, April 22, 2003 Company Secretary Head - Finance & Accounts

96






     
   
  Statement pursuant to Part IV, Schedule VI to the Companies Act, 1956 Balance Sheet Abstract and Company’s General Business Profile  

1. Registration Details                          
  Registration No.     1 2 0 1 0 6   State Code 1 1  
   Balance Sheet Date 3 1   0 3   2 0 0 3    
    Date      Month       Year      
2.
Capital Raised during the Year    
  (Amount in Rupees Thousands)    
  Public Issue   Bonus Issue
              N I L               N I L
  Rights Issue   Private Placement
              N I L               N I L
       
3. Position of Mobilisation and Deployment of Funds    
  (Amount in Rupees Thousands)    
  Total Liabilities   Total Assets
    1 3 4 0 4 5 9 6     1 3 4 0 4 5 9 6
  Sources of Funds    
  Paid-up Capital   Reserves and Surplus
      1 5 5 0 0 0 0         1 6 7 0 4 2
  Secured Loans   Unsecured Loans
              N I L      1 0 9 5 6 9 1 6
  Application of Funds    
  Net Fixed Assets   Loans and Investments
          7 4 3 0 8     1 1 2 0 7 5 6 9
  Net Current Assets   Miscellaneous Expenditure & Deferred Tax Assets
      1 2 7 7 4 0 5         1 1 4 6 7 6
  Accumulated Losses    
              N I L                    
4. Performance of Company
   
  Turnover   Expenditure
      1 9 7 8 2 6 1       1 5 6 2 4 2 1
  Profit / Loss before Tax   Profit / Loss after Tax
        4 0 5 8 4 1         2 8 6 4 5 1
  Earning per Share in Rupees   Dividend Rate %
            2 . 4 9                 2 0
5. Generic Names of Principal Products/Services of the Company
(as per monetary terms)
 
  Product Description       Item Code No.
   
  Home Loans                   NIL    


    For and on behalf of the Board
     
For N. M. RAIJI & CO.   CHANDA KOCHHAR
Chartered Accountants   Chairperson
     
J. M. GANDHI   V. VAIDYANATHAN
Partner   Managing Director & CEO
     
  RAJENDRA PATIL SANJAY SINGHVI
Mumbai, April 22, 2003 Company Secretary Head - Finance & Accounts

97






 

ICICI INVESTMENT MANAGEMENT COMPANY LIMITED

3RD ANNUAL REPORT AND ACCOUNTS 2002-2003

Directors Auditors Registered Office
     
Kalpana Morparia, Chairperson S.B. Billimoria & Co. ICICI Bank Towers
A. J. Advani Chartered Accountants Bandra-Kurla Complex
Chandrashekhar Lal   Mumbai - 400 051
Ashish Dalal    

directors’ report

to the members

Your Directors have pleasure in presenting the Third Annual Report of the Company with the audited statement of accounts for the year ended March 31, 2003.

FINANCIAL RESULTS

The summary of the financial results for the year under review is as follows :

      (Rupees)  
  FY2003   FY2002  
Gross Income 10,941,697   11,252,307  
Profit Before Tax 8,139,060   2,148,154  
Provision for tax 2,896,746   750,000  
Profit After Tax 5,242,314   1,398,154  
Transfer to Reserves 5,242,314   1,398,154  

Your Directors do not recommend payment of dividend for the year ended March 31, 2003.

OPERATIONAL REVIEW

The main object of the Company is to carry on the business of the management of mutual funds, unit trusts, offshore funds, pension funds, provident funds, venture capital funds and insurance funds, and to act as managers, consultants, advisors, administrators, attorneys, agents, or representatives of or for mutual funds, unit trusts, offshore funds, pension funds, provident funds, venture capital funds or insurance funds formed or established in India or elsewhere by the Company or any other person and to act as financial advisors and investment advisors, and to render such financial management, financial consultancy and advisory services to individuals, companies, corporations, trusts and other entities as supplemental activities of the Company and as do not conflict with the fund management activities.

Your Company is the Asset Management Company of ICICI Securities Fund, a Mutual Fund registered with SEBI. During the year under review, the Company did not launch any scheme and also did not undertake any other activity.

AUDIT COMMITTEE

The Board at its ninth Meeting held on March 29, 2001 had constituted an Audit Committee of Directors (the Committee) pursuant to the provisions of Section 292A of the Companies Act, 1956. The Committee was reconstituted by appointing Ashish Dalal as a Member of the Committee in place of Veena Mankar, who ceased to be a Director and consequently a Member of Audit Committee effective August 1, 2002.

PUBLIC DEPOSITS

During the year under review, the Company has not accepted deposits under Section 58-A of the Companies Act, 1956.

DIRECTORS

Veena Mankar ceased to be a Director effective August 1, 2002. The Board placed on record its appreciation of the valuable services rendered by her during her tenure.

The Board has appointed Ashish Dalal as an additional Director effective December 11, 2002. He would hold the office upto the date of the forthcoming Annual General Meeting as provided in the Articles of Association of the Company, but is eligible for appointment.

In terms of the provisions of the Articles of Association of the Company, A. J. Advani would retire at the forthcoming Annual General Meeting and being eligible, offers himself for re-appointment.

AUDITORS

M/s. S. B. Billimoria & Co., Chartered Accountants, Mumbai, will retire as the statutory auditors of the Company at the ensuing Annual General Meeting. The Board at its Meeting held on April 21, 2003 has proposed their appointment as the auditors to audit the accounts of the Company for the financial year ending March 31, 2004. You are requested to consider their appointment.

FOREIGN EXCHANGE EARNINGS AND EXPENDITURE

There was no income or expenditure in foreign currency during the period under review.

PERSONNEL AND OTHER MATTERS

Since your Company does not have any employees, provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 are not applicable.

Since your Company does not own any manufacturing facility, the disclosure of information on other matters required to be disclosed in terms of Section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, are not applicable and hence not given.

DIRECTORS’ RESPONSIBILITY STATEMENT

The Directors confirm that :

1. in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;
2. the Directors had 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 Company at the end of the financial year and of the profit of the Company for that period;
3. the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and
4. the Directors had prepared the annual accounts on a going concern basis.

ACKNOWLEDGEMENTS

Your Company is grateful to the Securities and Exchange Board of India for its support and advice during the period under review.

The Company would also like to express its gratitude for the unstinted support and guidance received from ICICI Bank, the holding Company and also from other group companies.

  For and on behalf of the Board
   
  KALPANA MORPARIA
Mumbai, April 21, 2003 Chairperson

98






     
  auditors’ report
  to the members of ICICI Investment Management Company Limited

1. We have audited the attached Balance Sheet of ICICI Investment Management Company Limited as at March 31, 2003 and the Profit and Loss Account of the Company for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company’s Management. Our responsibility is to express an opinion on these financial statements based on our audit.
2. We conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the Management as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
3. As required by the Manufacturing and Other Companies (Auditor’s Report) Order 1988 issued by the Company Law Board in terms of Section 227(4A) of the Companies Act, 1956, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order, to the extent applicable to the Company.
4. Further to our comments in the Annexure referred to in paragraph 3 above:
  (a) we have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit;
  (b) in our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books;
  (c)
  
the Balance Sheet and the Profit and Loss Account dealt with by this report are in agreement with the books of account;
  (d) in our opinion, the Balance Sheet and the Profit and Loss Account dealt with by this report are in compliance with the Accounting Standards referred to in Section 211(3C) of the Companies Act, 1956;
  (e) in our opinion and to the best of our information and according to the explanations given to us, the said accounts give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:
    (i) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2003; and
    (ii) in the case of the Profit and Loss Account, of the Profit of the Company for the year ended on that date.
5.   On the basis of the written representations from the Directors, taken on record by the Board of Directors, none of the Directors is disqualified as on March 31, 2003 from being appointed as a Director under Section 274 (1) (g) of the Companies Act, 1956.
   
  For S. B. BILLIMORIA & CO.
  Chartered Accountants
   
   
  P. R. RAMESH
Mumbai, April 21, 2003 Partner

annexure to the auditors‘ report

(Referred to in paragraph 3 of our Report of even date)

1. The Company has neither taken nor granted secured or unsecured loans from or to companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956 or companies under the same management within the meaning of the erstwhile Section 370 (1B) of the Companies Act, 1956.
2. The Company has an internal audit system, which is commensurate with the size of the Company and nature of its business.
3. There are no employees on the payroll of the Company and, therefore, provisions relating to Employees’ Provident Fund and Employees’ State Insurance Scheme are not applicable to the Company.
4. There were no undisputed amounts payable in respect of income tax, wealth tax, sales tax, and customs duty which were outstanding as on March 31, 2003 for a period of more than six months from the date they became payable.
5. According to the information and explanations given to us, no personal expenses have been charged to the profit and loss account.
6. The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.
7. In respect of investments made by the Company in shares, securities, etc. proper records have been maintained of the transactions and contracts and timely entries have been made therein. The shares, securities and other investments are held in the name of the Company.
   
  For S. B. BILLIMORIA & CO.
  Chartered Accountants
   
   
  P. R. RAMESH
Mumbai, April 21, 2003 Partner

99






     
  balance sheet
as at March 31, 2003  

          March 31,  
  Schedule   Rupees   2002  
             
SOURCES OF FUNDS            
Shareholders’ Funds            
Share Capital 1   100,007,000   100,007,000  
Reserves and Surplus 2   12,865,214   7,622,900  
     
 
 
      112,872,214   107,629,900  
     
 
 
APPLICATION OF FUNDS            
Investments 3   9,502,697   98,973,384  
Current Assets, Loans and Advances 4   113,557,263   18,529,458  
Less: Current Liabilities and Provisions 5   10,700,778   10,642,490  
     
 
 
Net Current Assets     102,856,485   7,886,968  
Miscellaneous Expenditure 6   513,032   769,548  
(to the extent not written off            
or adjusted)            
      112,872,214   107,629,900  
     
 
 
     
     
Accounting Policies and    
Notes to Accounts 9  

     
  profit and loss account
   for the year ended March 31, 2003

          March 31,  
  Schedule   Rupees   2002  
             
INCOME            
Interest Income 7   10,339,547   11,179,123  
Dividend Income            
(Gross : TDS Rs. 62,065)     591,093   73,184  
Other Income (Refer note 1)     11,057    
             
EXPENDITURE            
Professional Fees       8,779,250  
Establishment and other            
expenses (Refer note 2)     2,216,956    
Annual Fees-SEBI     250,000    
Auditors’ Remuneration (Refer note 3)     36,750   52,987  
Other Expenses 8   12,500   15,400  
Miscellaneous Expenditure Written Off     256,516   256,516  
Interest on Income Tax     29,915    
     
 
 
Profit Before Tax     8,139,060   2,148,154  
Provision for Taxation            
   Current     3,000,000   750,000  
   Deferred        
   Excess provision for income tax            
   of earlier years written back     (103,254)    
     
 
 
      2,896,746   750,000  
     
 
 
Profit After Tax Carried to Balance Sheet     5,242,314   1,398,154  
     
 
 
     
     
Accounting Policies and    
Notes to Accounts 9  
       

As per our Report of even date attached   For and on behalf of the Board  
       
For S. B. BILLIMORIA & CO.   KALPANA MORPARIA CHANDRASHEKHAR LAL
Chartered Accountants   Chairperson Director
       
P. R. RAMESH KRUNAL THAKKAR    
Partner Company Secretary    
       
Mumbai, April 21, 2003      

100






     
  schedules  
  forming part of the Accounts  
         
  Rupees   March 31, 2002  
SCHEDULE - 1        
SHARE CAPITAL        
    Authorised        
   25,000,000 Equity Shares of Rs. 10 each 250,000,000   250,000,000  
 
 
 
   Issued, Subscribed and Paid up        
   10,000,700 Equity Shares of Rs. 10 each        
   fully paid up 100,007,000   100,007,000  
 
 
 
  100,007,000   100,007,000  
 
 
 
         
   All the above Equity Shares are held by        
    ICICI Bank Limited (the Holding Company) and        
   its nominees.        
         
SCHEDULE - 2        
RESERVES AND SURPLUS        
Profit and Loss Account        
   Opening Balance 7,622,900   6,224,746  
   Addition during the year 5,242,314   1,398,154  
 
 
 
   Closing balance 12,865,214   7,622,900  
 
 
 
           
SCHEDULE - 3        
INVESTMENTS (Long term-At cost)        
(Trade-Unquoted)        
(i) 900 10.85% ICICI bonds of        
  Rs. 1,00,000 each (matured)   90,000,000  
(ii) 20 Equity shares of Rs. 10        
  each fully paid up        
  of ICICI Venture Funds        
  Management Company Limited 200   200  
  (under the same management)        
(iii) 100 Equity shares of Rs. 10        
  each fully paid up        
  of ICICI One Source Limited 1,000    
         
(Trade-Quoted)        
(i) 803,899.343 (Previous Year:        
  759,205.44) Units of Prudential        
  ICICI Mutual Fund Liquid Plan-        
  Dividend Option 9,501,497   8,973,184  
   
 
 
    9,502,697   98,973,384  
   
 
 
  Quoted 9,501,497   8,973,184  
  Unquoted 1,200   90,000,200  
  Market value of quoted investments 9,517,364   8,975,706  
           
SCHEDULE - 4        
CURRENT ASSETS, LOANS AND ADVANCES        
Current Assets        
(A) Interest Accrued But Not Due on Investments   702,759  
(B) Balances with Scheduled Bank :        
  (i) In Current Account 546,202   1,220,861  
  (ii) In Fixed Deposits 100,548,011   7,480,160  
         
Loans and Advances        
(a) Interest accrued on Fixed Deposits 651,588   468,876  
(b) Advance Taxes Paid 4,775,000   3,295,000  
(c) Tax Deducted at Source 6,972,420   4,713,396  
(d) Recoverable from ICICI Bank Limited   648,406  
(e) Income Tax refund receivable 64,042    
   
 
 
    113,557,263   18,529,458  
   
 
 
           
SCHEDULE - 5        
CURRENT LIABILITIES AND PROVISIONS        
Current Liabilities        
Sundry Creditors 19,897   5,176,822  
Payable to ICICI Bank Limited 2,649,074    
Other Liabilities 1,103   265,668  
Provisions        
Provision for Income Tax 8,030,704   5,200,000  
 
 
 
  10,700,778   10,642,490  
 
 
 
         
SCHEDULE - 6        
MISCELLANEOUS EXPENDITURE        
to the extent not written off or adjusted        
   Preliminary Expenses 769,548   1,026,064  
   Less : Written off during the period 256,516   256,516  
 
 
 
  513,032   769,548  
 
 
 
         
SCHEDULE - 7        
INTEREST INCOME        
(a) Interest on Fixed Deposits with Bank 975,848   687,796  
  (Gross : TDS Rs. 225,285;        
  Previous year Rs. 120,164)        
(b) Interest on Bonds 9,363,699   10,491,327  
  (Gross : TDS Rs. 1,971,674;        
  Previous year Rs. 2,140,231)        
    10,339,547   11,179,123  
   
 
 
SCHEDULE - 8        
OTHER EXPENSES        
(a) Directors' sitting fees 8,500   9,000  
(b) ROC filing fee 1,500   3,000  
(c) Profession Tax 2,500   3,400  
   
 
 
    12,500   15,400  
   
 
 

SCHEDULE - 9

ACCOUNTING POLICIES AND NOTES TO ACCOUNTS

1. Method of Accounting
The Accounts are prepared in accordance with accounting principles generally accepted in India. The Company follows the accrual method of accounting.
2. Preliminary Expenses
Preliminary Expenses towards the incorporation of the Company are treated as Miscellaneous Expenditure and are written off to the Profit and Loss Account over a period of 5 years.
3. Revenue Recognition
Interest income and other dues are accounted on accrual basis. Dividend is recognised when declared.
4.
  
Investments
Long term investments are carried at cost less diminution other than temporary.
   
NOTES TO ACCOUNTS        
1. Other income includes foreign exchange gain (net) Rs. 6,550.        
2. Establishment and other expenses represent expenses charged by ICICI        
  Bank Limited to the Company.        
3. Auditors’ remuneration March 31,   March 31,  
    2003   2002  
  (i) Statutory audit fees 20,000   20,000  
  (ii) Tax audit fees 15,000   30,000  
  (iii) Service Tax 1,750   2,500  
  (iv) Expenses reimbursed   487  
   
 
 
    36,750   52,987  
   
 
 
4. There is no deferred tax liability in case of the Company.        
5. Expenditure in Foreign Currency March 31,   March 31,  
    2003   2002  
  Professional Fees   8,779,250  
   
 
 
      8,779,250  
   
 
 
           
6. Names of related parties and description of relationship for the        
  transactions shown below are as follows :        
           
  1. Holding company ICICI Bank Limited
  2. Fellow subsidiary ICICI Venture Funds
      Management Company Limited
  3. Key management personnel A. J. Advani,
    (Non Executive Directors) Chandrashekhar Lal,
      Veena Mankar and
      Ashish Dalal
       
        (Amounts in Rs.)  
    Holding   Fellow   Key  
    Company   Subsidiary   Management  
            Personnel  
  Sitting fees         8,500  
  Interest income (10,339,547)          
  Dividend income     (800)      
  Investment     200      
  Current account 546,202          
  Deposit account 100,548,011          
  Other payables (1,997,486)          
   
 
 
 
    88,757,180   (600)   8,500  
   
 
 
 
  Figures in the bracket indicate credit entry.            
7. Previous year figures have been regrouped wherever necessary.  

101






     
   
Statement pursuant to Part IV, Schedule VI to the Companies Act, 1956 Balance Sheet Abstract and Company’s General Business Profile  

1. Registration Details                          
  Registration No.   0 1 2 4 7 7 3   State Code 1 1  
   Balance Sheet Date 3 1   0 3   2 0 0 3    
    Date      Month       Year      
2.
Capital Raised during the Year    
  (Amount in Rupees)    
  Public Issue   Bonus Issue
              N I L               N I L
  Rights Issue   Private Placement
              N I L               N I L
       
3. Position of Mobilisation and Deployment of Funds    
  (Amount in Rupees)    
  Total Liabilities   Total Assets
  1 2 3 5 7 2 9 9 2   1 2 3 5 7 2 9 9 2
  Sources of Funds    
  Paid-up Capital   Reserves and Surplus
    1 0 0 0 0 7 0 0 0     1 2 8 6 5 2 1 4
  Secured Loans   Unsecured Loans
              N I L               N I L
  Application of Funds    
  Net Fixed Assets   Investments
              N I L       9 5 0 2 6 9 7
  Net Current Assets   Miscellaneous Expenditure
  0 2 8 5 6 4 8 5          5 1 3 0 3 2
  Accumulated Losses    
              N I L                    
4. Performance of Company
(Amount in Rupees)
   
  Turnover (Gross Income)   Total Expenditure
    1 0 9 4 1 6 9 7       2 8 0 2 6 3 7
  Profit before Tax   Profit / Loss after Tax
      8 1 3 9 0 6 0       5 2 4 2 3 1 4
  Earnings per Share in Rupees   Dividend Rate %
          0 0 . 5 2               N I L
5. Generic Names of Principal Products/Services of the Company
 
  Investment Management Company   Item Code
                  N . A


    For and on behalf of the Board  
       
    KALPANA MORPARIA CHANDRASHEKHAR LAL
    Chairperson Director
       
  KRUNAL THAKKAR    
  Company Secretary    
Mumbai, April 21, 2003      

102






 
ICICI TRUSTEESHIP SERVICES LIMITED  

4TH ANNUAL REPORT AND ACCOUNTS 2002-2003

Directors Auditors Registered Office
Sanjiv Kerkar, Chairman C. C. Chokshi & Co. ICICI Bank Towers
Girish Mehta Chartered Accountants Bandra-Kurla Complex
N.D. Shah   Mumbai - 400 051
S. D. Israni    


directors’ report
to the members

Your Directors have pleasure in presenting the Fourth Annual Report of the Company with the audited statement of accounts for the year ended March 31, 2003.

FINANCIAL RESULTS

The summary of the financial results for the year under review is as follows :

      (Rupees)  
  FY2003   FY2002  
Gross Income 392,155   251,100  
Profit Before Tax 356,180   215,871  
Provision for tax 131,000   80,000  
Profit After Tax 225,180   135,871  
Transfer to Reserves 225,180   135,871  

Your Directors do not recommend payment of dividend for the year ended March 31, 2003.

OPERATIONAL REVIEW

The main object of the Company is to act as trustee of mutual funds, offshore funds, pension funds, provident funds, venture capital funds, insurance funds, collective or private investment schemes, employee welfare or compensation schemes etc., and to devise various schemes for dealing with or in connection with aforesaid purposes including raising funds in any manner in India or abroad and to deploy funds so raised and earn reasonable returns on their investments and to act as trustees generally for any purpose and to acquire, hold, manage, dispose of all or any securities or money market instruments or property or assets and receivables or financial assets or any other assets or property.

The Company continues to act as the trustee of ICICI Securities Fund, ICICI Venture Capital Fund, ICICI Eco-net Fund, ICICI Emerging Sectors Trust, ICICI Property Trust, and certain beneficiaries of specified endowment policy “ICICI Pru Save ‘n’ Protect” issued by ICICI Prudential Life Insurance Company Limited. The Company also continues to act as the trustee of a trust formed by RPG Cables Limited and erstwhile ICICI Limited for securitisation of the receivables from Bharat Sanchar Nigam Limited. In terms of the Scheme of Amalgamation of ICICI Limited, ICICI Capital Services Limited and ICICI Personal Financial Services Limited (Transferor Companies) with ICICI Bank Limited (Transferee Company), the Company is holding the shares pledged in favour of one or more Transferor Companies in trust for the benefit of persons for whose benefit the pledge had been created.

AUDIT COMMITTEE

In terms of the Circular No. MFD/CIR No.010/024/2000 dated January 17, 2000, SEBI requires the Trustee Companies of the mutual funds to constitute an audit committee to review the internal audit systems as also the reports of internal and statutory auditors. Since the Company is acting as the trustee of ICICI Securities Fund, a mutual fund registered with SEBI, the Company had constituted an Audit Committee of Directors (the Committee) comprising of N.D. Shah, Girish Mehta and Sanjiv Kerkar. Since no scheme has been launched under ICICI Securities Fund and the provisions of Section 292A of the Companies Act, 1956 are not applicable to the Company, the Board at its Meeting held on December 3, 2002 dissolved the Committee and decided that the powers of the Committee as applicable be exercised by the Board.

PUBLIC DEPOSITS

During the year under review, the Company has not accepted deposits under Section 58-A of the Companies Act, 1956.

DIRECTORS

V. Umakanth resigned as Director effective September 30, 2002. The Board placed on record its appreciation of the valuable services rendered by him during his tenure.

The Board has appointed S.D. Israni as an additional Director effective December 3, 2002. He would hold the office upto the date of the forthcoming Annual General Meeting as provided in the Articles of Association of the Company, but is eligible for appointment.

In terms of the provisions of the Articles of Association of the Company, Girish Mehta would retire at the forthcoming Annual General Meeting and being eligible, offers himself for re-appointment.

AUDITORS

M/s C. C. Chokshi & Co., Chartered Accountants, Mumbai, will retire as the statutory auditors of the Company at the ensuing Annual General Meeting. The Board at its Meeting held on April 21, 2003 has proposed their appointment as the auditors to audit the accounts of the Company for the financial year ending March 31, 2004. You are requested to consider their appointment.

FOREIGN EXCHANGE EARNINGS AND EXPENDITURE

There was no income or expenditure in foreign currency during the period under review.

PERSONNEL AND OTHER MATTERS

Since your Company does not have any employees, provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 are not applicable.

Since your Company does not own any manufacturing facility, the disclosure of information on other matters required to be disclosed in terms of Section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, are not applicable and hence not given.

DIRECTORS’ RESPONSIBILITY STATEMENT

The Directors confirm that :

1. in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;
2. the Directors had 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 Company at the end of the financial year and of the profit of the Company for that period;
3. the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and
4. the Directors had prepared the annual accounts on a going concern basis.

ACKNOWLEDGEMENTS

Your Company is grateful to the Securities and Exchange Board of India for its support and advice during the period under review.

The Company would also like to express its gratitude for the support and guidance received from ICICI Bank, the holding Company and also from other group companies.

For and on behalf of the Board

  SANJIV KERKAR
Mumbai, April 21, 2003 Chairman

103






     
  auditors’ report  
to the members of the ICICI Trusteeship Services Limited  

1. We have audited the attached Balance Sheet of ICICI Trusteeship Services Limited, as at March 31, 2003 and also the Profit and Loss Account for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.
2. We conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
3. As required by the Manufacturing and Other Companies (Auditor’s Report) Order, 1988, issued by the Central Government in terms of Section 227 (4A) of the Companies Act, 1956, we give in the Annexure, a statement on the matters specified in paragraphs 4 and 5 of the said Order.
4. Further to our comments in the Annexure referred to in paragraph 3 above, we report that :
i) We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit;
ii) In our opinion, proper books of account as required by law have been kept by the Company so far as appears from our examination of the books;
iii) The balance sheet and profit and loss account dealt with by this report are in agreement with the books of account;
iv) In our opinion, the balance sheet and profit and loss account comply with the accounting standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956;
v) On the basis of the written representations received from the directors as on March 31, 2003 and taken on record by the board of directors, we report that none of the directors is disqualified as on March 31, 2003 from being appointed as a director in terms of clause (g) of subsection (1) of Section 274 of the Companies Act, 1956;
vi)
In our opinion and to the best of our information and according to the explanations given to us, the said accounts give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:
  a) in the case of the balance sheet, of the state of affairs of the Company as at March 31, 2003; and
  b) in the case of the profit and loss account, of the profit for the year ended on that date.

For C. C. CHOKSHI & CO.
Chartered Accountants

P. R. BARPANDE
Partner

Mumbai, April 21, 2003

104






     
  annexure to the auditors’ report  
  (Referred to in paragraph 3 of our report of even date)  

1. The Company did not have any fixed assets and hence items (i) and (ii) of clause (A) are not applicable to the Company.
2. The nature of company’s activities is such that requirements of items (iii), (iv), (v), (vi), (x), (xi), (xii), (xiv), and (xvi) of Clause (A) of paragraph 4 of the Order are not applicable to the Company.
3. We are informed that there are no companies, firms or other parties listed in the Register maintained under Section 301 of the Companies Act, 1956.The Company has not taken/granted any loans, secured or unsecured from/to companies under the same management as defined in sub-section (1B) of Section 370 of the Companies Act, 1956. Hence, items (vii) and (viii) of clause A of paragraph 4 of the Order are not applicable to the Company.
4. The Company has not given any loans or advances in the nature of loan to any party.
5.   The Company has not accepted any deposits from public during the year.
6.   As the Company has neither the paid up capital exceeding Rs. 25 lakhs at the commencement of the financial year nor did the average annual turnover for a period of three consecutive financial years immediately preceding the financial year concerned exceed Rs.2 crores, and hence the question of adequacy of the internal audit system does not arise.
7. The Company did not have any employee and hence the provisions of item (xvii) of clause A of paragraph 4 of the Order do not apply to the Company.
8. According to the information and explanations given to us, no undisputed amounts payable in respect of income-tax, wealth tax, sales tax, customs duty and excise duty were outstanding as on March 31, 2003, for a period of more than six months from the date they become payable.
9. According to the information and explanations given to us no personal expenses have been charged to Revenue Account.
10. The Company is not an Industrial company as defined under the Sick Industrial Companies (Special Provisions) Act, 1985.
11. The nature of service activities carried on by the Company does not require a system of recording receipts, issues, and consumption of materials and stores and allocation of materials consumed and labour to jobs. Further, the question of having the system of authorisation and internal control on issue of stores and allocation of stores and labour does not arise.

For C. C. CHOKSHI & CO.
Chartered Accountants

P. R. BARPANDE
Partner

Mumbai, April 21, 2003

105






     
  balance sheet  
as at March 31, 2003  

  Schedule       Rupees   March 31,  
              2002  
                 
SOURCES OF FUNDS                
Shareholders’ Funds :                
Share Capital 1   500,000       8,000  
Reserves and Surplus 2   439,135       213,955  
     
     
 
          939,135   221,955  
Corpus fund (Refer Note No.1)         11,000   11,000  
         
 
 
Total         950,135   232,955  
         
 
 
APPLICATION OF FUNDS                
Investments 3       200   200  
Current Assets, Loans and                
Advances :                
A. Current Assets                
   Cash and Bank Balances 4   861,404       399,133  
   Sundry Debtors (Unsecured                
   and considered good)                
   – Debts outstanding for                
      a period exceeding                
      six months            
   – Other Debts     48,856        
B. Loans and Advances 5   294,822       164,000  
     
     
 
      1,205,082       563,133  
     
     
 
Less: Current Liabilities and                
Provisions                
Current Liabilities 6   22,118       242,878  
Provisions 7   262,087       131,087  
     
     
 
      284,205       373,965  
     
     
 
Net Current Assets         920,877   189,168  
Miscellaneous Expenditure 8       29,058   43,587  
(to the extent not written off                
or adjusted)                
         
 
 
Total         950,135   232,955  
         
 
 
Accounting Policies and                
Notes to Accounts 9              
                 
                 
As per our attached Report of For and on behalf of the Board
even date  
   
For C. C. CHOKSHI & CO. SANJIV KERKAR
Chartered Accountants Chairman
   
P. R. BARPANDE N. D. SHAH
Partner Director
   
Mumbai, April 21, 2003 Mumbai, April 21, 2003

     
  profit and loss account  
for the year ended March 31, 2003  

  Schedule   Rupees   March 31,  
          2002  
             
INCOME            
Trusteeship fees (gross)     390,100   251,100  
(TDS Rs. 15,738; Previous            
year Rs.12,750)            
Interest Income     1,255    
Income from Long term Investments:            
Dividend (gross)     800    
(TDS Rs. 84; Previous year NIL)    
 
 
      392,155   251,100  
     
 
 
EXPENDITURE            
Auditors’ Remuneration (Refer Note            
No. 2 of Schedule 9)     11,814   6,300  
Directors Fees     5,000   9,000  
Profession Tax     2,500   4,900  
ROC Filing Fees     1,500   500  
Preliminary expenses written off     14,529   14,529  
Other Expenditure     632    
     
 
 
Profit Before Tax     356,180   215,871  
Provision for Taxation     131,000   80,000  
     
 
 
Profit after tax     225,180   135,871  
Balance brought forward from previous year     213,955   78,084  
     
 
 
Balance carried to Balance Sheet     439,135   213,955  
     
 
 
Profit after tax     225,180   135,871  
Weighted Average Number of            
Equity Shares outstanding     15,762   800  
Basic and Diluted Earning Per Share     14.29   169.84  
(Nominal Value Rs. 10/- per share)            
Accounting Policies &            
Notes to Accounts 9          
             

As per our attached Report of For and on behalf of the Board
even date  
   
For C. C. CHOKSHI & CO. SANJIV KERKAR
Chartered Accountants Chairman
   
P. R. BARPANDE N. D. SHAH
Partner Director
   
Mumbai, April 21, 2003 Mumbai, April 21, 2003

106






     
  schedules  
  forming part of the Balance Sheet as at March 31, 2003  

  Rupees   March 31,  
      2002  
SCHEDULE 1        
SHARE CAPITAL        
Authorised :        
1,000,000 Equity Shares of Rs.10 each 10,000,000   10,000,000  
 
 
 
  10,000,000   10,000,000  
 
 
 
Issued, Subscribed & Paid up :        
50,000 (Previous year 800) 500,000   8,000  
Equity Shares of Rs.10 each fully paid up
 
 
  500,000   8,000  
 
 
 
All the above Equity Shares are held by ICICI        
Bank Ltd. (the holding company) & its nominees.        
SCHEDULE 2        
RESERVES & SURPLUS        
Surplus in Profit and Loss Account 439,135   213,955  
 
 
 
  439,135   213,955  
 
 
 
SCHEDULE 3        
INVESTMENTS (at cost)        
Long Term Investments (unquoted)        
In equity shares (fully paid)        
ICICI Venture Funds Management Co. Ltd.        
20 equity shares of Rs. 10 each 200   200  
 
 
 
  200   200  
 
 
 
         
SCHEDULE 4        
CASH AND BANK BALANCES        
Bank Balances with Scheduled        
Banks (Refer Note No.1)        
in Current Accounts 150,149   389,100  
in Savings Account 10,439   10,033  
in Deposit account (including interest        
  accrued : Rs. 816 Previous year : Nil) 700,816    
   
 
 
    861,404   399,133  
   
 
 
           
SCHEDULE 5        
LOANS AND ADVANCES        
(Unsecured and considered good)        
Advance Payment of Income Tax, etc. 294,822   164,000  
 
 
 
  294,822   164,000  
 
 
 
         
SCHEDULE 6        
CURRENT LIABILITIES        
Sundry Creditors :        
(i) Total outstanding dues of Small Scale        
  Industrial Undertakings    
(ii) Total outstanding dues of creditors other        
  than Small Scale Industrial Undertakings 22,118   242,878  
   
 
 
    22,118   242,878  
   
 
 
           
SCHEDULE 7        
PROVISIONS        
Provision for taxation 262,087   131,087  
 
 
 
  262,087   131,087  
 
 
 
         
SCHEDULE 8        
MISCELLANEOUS EXPENDITURE        
(To the extent not written off or adjusted)        
Preliminary Expenses 43,587   58,116  
Less : 1/5 written off for the year 14,529   14,529  
 
 
 
  29,058   43,587  
 
 
 

SCHEDULE 9

ACCOUNTING POLICIES AND NOTES ON ACCOUNTS SIGNIFICANT ACCOUNTING POLICIES :

1. Basis of preparation of financial statements

The accompanying financial statements have been prepared under the historical cost convention in accordance with generally accepted accounting principles and the provisions of the Companies Act, 1956 and the applicable Accounting Standards issued by the Institute of Chartered Accountants of India.
   
2. Use of Estimates

The preparation of the financial statements in conformity with the generally accepted accounting principles requires estimates and assumptions to be made that affect the reported amounts of assets and liabilities on the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Differences between actual results and estimates are recognised in the period in which the results are known / materialise.
   
3. Revenue Recognition

Income from Trusteeship Fees is accounted / accrued on the basis of the understanding / agreements with the concerned parties.
   
4. Income Taxes

Tax expense represents the aggregate of the current tax and deferred tax. The deferred tax is computed in accordance with the requirements of the AS-22 “Accounting for Taxes on Income” issued by the Institute of Chartered Accountants of India.
   
5. Preliminary Expenses

Preliminary Expenses towards the incorporation of the Company are treated as miscellaneous expenditure and will be written off to the Profit and Loss Account over a period of 5 years from the year in which the Company commences operations.
   
6. Investments

Investments classified as long-term investments are stated at cost. Provision is made to recognize a decline if any, other than temporary in the value of investments.
   
7. Contingent Liabilities
These, if any, are disclosed in the Notes to Accounts. Provision is made in the accounts in respect of those contingencies, which are likely to materialise into liabilities after the year-end till the finalisation of accounts and have material effect on the position stated in the Balance sheet.
   
  NOTES TO ACCOUNTS :
   
1. The Company in the earlier years, in terms of the Indenture of Trust, received Rs. 1,000 as corpus fund from ICICI Prudential Life Insurance Company Limited and Rs. 10,000 from erstwhile ICICI Limited (ICICI), for setting up ICICI Securities Fund, which had been deposited in the bank account and is included under “Schedule 4 Cash and Bank Balances“.
   
2. Auditors’ remuneration March 31,   March 31,  
      2003   2002  
      Rupees   Rupees  
  (i) Statutory audit fees (including        
    service tax) 10,500   6,300  
  (ii) Certification Fees 1,050    
  (iii) Expenses        
    Reimbursed 264    
     
 
 
      11,814   6,300  
     
 
 
             
3. Current Liabilities include a sum of Rs. 4,927 (Previous year Rs. 2,31,645) payable to ICICI Bank Limited (holding company) towards reimbursement of expenses paid by ICICI Bank Limited on behalf of the Company.
   
4. Tax expense for the year is on the basis of current tax since there are no timing differences resulting into tax expense / tax saving on the deferred tax basis.
   
5. The amounts in the Balance Sheet and Profit and Loss Account are rounded off to the nearest Rupee.
   
6. Figures of the previous year have been regrouped / rearranged and reclassified, wherever necessary, to correspond with those of the current year.

107






     
     
  Balance Sheet Abstract and Company’s General Business Profile as per
Part IV, Schedule VI of the Companies Act, 1956.
 

1. Registration Details                          
  Registration No.   0 1 1 9 6 8 3   State Code 1 1  
   Balance Sheet Date 3 1   0 3   2 0 0 3    
    Date      Month       Year      
2.
Capital Raised during the Year    
  (Amount in Rupees)    
  Public Issue   Bonus Issue
              N I L               N I L
  Rights Issue   Private Placement
              N I L         4 9 2 0 0 0
       
3. Position of Mobilisation and Deployment of Funds    
  (Amount in Rupees)    
  Total Liabilities   Total Assets
      1 2 3 4 3 4 0       1 2 3 4 3 4 0
  Sources of Funds    
  Paid-up Capital   Reserves and Surplus
        5 0 0 0 0 0         4 3 9 1 3 5
  Secured Loans   Unsecured Loans
              N I L               N I L
  Application of Funds    
  Net Fixed Assets   Investments
              N I L               2 0 0
  Net Current Assets   Miscellaneous Expenditure
        9 2 0 8 7 7           2 9 0 5 8
  Accumulated Losses    
              N I L                    
4. Performance of Company
(Amount in Rupees)
   
  Turnover (Gross Income)   Total Expenditure
        3 9 2 1 5 5           3 5 9 7 5
  Profit before Tax   Profit after Tax
        3 5 6 1 8 0         2 2 5 1 8 0
  Earning per Share in Rupees   Dividend Rate %
          1 4 . 2 9               N I L
5. Generic Names of Principal Products/Services of the Company
 
  Trustees for Funds   Item Code
                  N . A


Signature to Schedules 1 to 9 For and on behalf of the Board
As per our attached Report of even date  
For C. C. CHOKSHI & CO. SANJIV KERKAR
Chartered Accountants Chairman
   
P. R. BARPANDE N. D. SHAH
Partner Director
   
Mumbai, April 21, 2003 Mumbai, April 21, 2003

108