ICICI LTD
6-K, 2000-03-17
FINANCE SERVICES
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                                  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 March, 2000


                                  ICICI Limited
                 (Translation of registrant's name into English)

                                  ICICI 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 12g3-2(b).

                                 Not applicable.


<PAGE>



                                INDEX TO EXHIBITS

Item

1.       Press announcement by ICICI Limited.
2.       Press announcement by ICICI Limited.
3.       Press announcement by ICICI Limited.



<PAGE>





                                   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:   March 17, 2000

                                                ICICI Ltd.


                                                By:   /s/ Jyotin Mehta
                                                  -----------------------------
                                                  Name:  Jyotin Mehta
                                                  Title: Joint General Manager &
                                                            Company Secretary



                                                                    Item 1

ICICI Limited

MEETING OF BOARD OF DIRECTORS

The Board of Directors of ICICI will consider payment of interim dividend at its
Meeting to be held on March 17, 2000, in Mumbai.

March 14, 2000

For further investor queries :

Contact: A.P. Singh at  91-22-653 6262 or email at [email protected]


END




                                                                  Item 2
ICICI Limited

A confidential letter containing certain observations made by the Reserve Bank
of India (RBI) as a part of its routine annual inspection is being circulated in
a section of the Press. The item was given coverage by a few newspapers on March
7, 2000 and ICICI had responded directly to the editors on the subject. ICICI
has been informed that the said letter as well as certain excerpts from RBI's
confidential inspection report are being circulated again in a section of the
print media and wire agencies.

ICICI would like to reiterate that the inspection report for the year ended
March 31,1999, was received in November 1999, and duly analysed in consultation
with ICICI's statutory and US GAAP auditors. The report was also discussed in
depth at a meeting of the Audit Committee as well as the Board of Directors and
after careful evaluation of all the issues raised, a detailed response was sent
to RBI. ICICI believes that this response was found to be satisfactory by RBI.

ICICI believes that its level of financial reporting is in line with global
benchmarks. ICICI has undertaken a full scope audit of its accounts as per the
United States Generally Accepted Accounting Principles (US GAAP) for the same
period ended March 31, 1999, being the first financial intermediary in India to
do so. ICICI's financial statements have been audited as per US GAAP by
international accounting firm KPMG Peat Marvick.

ICICI's capital adequacy as on December 31, 1999 was 17.8% with Tier 1 CAR at
11.9%. This indicates a very strong capital position, comparable to
international benchmarks.

ICICI continues to make efforts to set higher standards for adequate and
meaningful dissemination of relevant information with the objective of providing
full transparency to its stakeholders.

Except for the historical information contained herein, statements in this
release which contain words or phrases such as "will", "aim", "will likely
result", "believe", "expect", "will continue", "anticipate", "estimate",
"intend", "plan", "contemplate", "seek to", "future", "objective", "goal",
"project", "should", "will pursue" and similar expressions or variations of such
expressions may constitute "forward-looking statements". These forward-looking
statements involve a number of risks, uncertainties and other factors that could
cause actual results to differ materially from those suggested by the
forward-looking statements. These risks and uncertainties include, but are not
limited to our ability to successfully implement our strategy, future levels of
non-performing loans, our growth and expansion, the adequacy of our allowance
for credit losses, technological changes, investment income, cash flow
projections, our exposure to market risks as well as other risks detailed in the
reports filed by ICICI Limited with the Securities and Exchange Commission of
the United States of America. ICICI undertakes no obligation to update
forward-looking statements to reflect events or circumstances after the date
thereof.

March 15, 2000

For further investor queries:

Contact: A.P Singh at 91-22-653 6262 or email at [email protected]

END


                                                                    Item 3
ICICI Limited

The Board of Directors of ICICI Limited at its Meeting held today in Mumbai has
decided to pay interim dividend @ 45% i.e. Rs.4.50 per share (excluding dividend
tax) in respect of financial year ending March 31, 2000. The equity shares
issued during the year will be entitled for pro-rata dividend. The Board has
fixed April 25, 2000 as the Record Date for the purpose of payment of aforesaid
dividend.

March 17, 2000

For further investor queries:

Contact: A.P Singh at 91-22-653 6262 or email at [email protected]

END


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