ICICI LTD
6-K, 2000-01-28
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 January 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 of 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.




<PAGE>



INDEX TO EXHIBITS

Item

99.1.   Interim audited results of ICICI Limited for the nine months ended
        December 31, 1999 as per Indian GAAP
99.2.   Press announcement by ICICI Limited
99.3.   Press announcement by ICICI Limited
99.4.   Interim audited results of ICICI Bank Limited (subsidiary of ICICI
        Limited) for the nine months ended December 31, 1999 as per Indian GAAP
99.5.   Press announcement by ICICI Bank Limited
99.6.   Press announcement by ICICI Bank Limited
99.7.   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:   January 28, 2000

                                   ICICI Ltd.




                                   By: /s/ V. Srinivasan
                                     -----------------------------------------
                                   Name :  V. Srinivasan
                                   Title:  General Manager & Company Secretary





                                                                       Item 1
ICICI Limited

Interim audited results of ICICI Limited for the nine months ended December 31,
1999 as per Indian GAAP                                       (Rs. in millions)
<PAGE>

<TABLE>
- ---------------------------------------------------------------------------------------------------------------------
No.  Particulars                                  9 months     9 months       Quarter       Quarter        Year
                                                   Ended         Ended         Ended         Ended         ended
                                                 31-Dec-99     31-Dec-98     31-Dec-99     31-Dec-98     31-Mar-99
                                                               (Note 1)                    (Note 1)
- ---------------------------------------------------------------------------------------------------------------------
<S>                                                 <C>           <C>           <C>           <C>           <C>
(1) Net Operating Income:
     (i)  Income from Operations                    59,809.3      52,600.3      20,428.2      17,991.7      72,336.9
     (ii) Profit on Sale of Investments              1,804.6         375.0         852.3           5.9         444.2
                                                ---------------------------------------------------------------------
                                                    61,613.9      52,975.3      21,280.5      17,997.6      72,781.1
                                                ---------------------------------------------------------------------
     Less:
     (i)  Interest and other Operating              44,789.8      38,581.5      15,261.2      13,416.4      52,832.8
           Expenses
    (ii) Depreciation on assets given on  lease      2,801.6       2,697.5       1,185.6         895.9       3,548.3

   (iii) Bad and Doubtful Debts                      2,923.7       1,733.6       1,258.7         645.7       2,321.1

    (iv) General Provision against                     320.6         676.6          87.6         234.8       1,314.4
         Sub-standard assets
                                                ---------------------------------------------------------------------
                                                    50,835.7      43,689.2      17,793.1      15,192.8      60,016.6
                                                ---------------------------------------------------------------------
                                                ---------------------------------------------------------------------
                                                    10,778.2       9,286.1       3,487.4       2,804.8      12,764.5
                                                ---------------------------------------------------------------------
(2) Other Income                                       356.6         202.2         246.1          55.3         450.9
(3) Expenditure:
     (i) Depreciation (other than on assets
           given on lease) (Note 4)                    214.3         163.7          75.4          58.6         276.2
     (ii) Other Expenses                             1,924.5       1,393.1         649.0         457.4       1,980.8
(4) Provision against Standard Assets                      -             -             -             -       1,100.0
       Provision against Bad & Doubtful Debts              -             -             -             -         397.8
       & Other Assets
                                                           -             -             -             -       1,497.8
    Less:
       Appropriated from Capital Reserve                   -             -             -             -         290.0
       Special Reserve created under Section
       36(1)(viii) of the Income-tax Act, 1961             -             -             -             -       1,207.8
                                                ---------------------------------------------------------------------
                                                           -             -             -             -       1,497.8
                                                ---------------------------------------------------------------------
(5)  Profit before Taxation                          8,996.0       7,931.5       3,009.1       2,344.1       10,958.4
(6)  Provision for Taxation                            885.0         725.0         295.0         210.0          950.0
- ---------------------------------------------------------------------------------------------------------------------
(7)  Profit after Taxation                           8,111.0       7,206.5       2,714.1        2134.1       10,008.4
- ---------------------------------------------------------------------------------------------------------------------
(8)  Adjustments relating to change in
       Accounting policies for corresponding
       Previous periods (Note 5)                                      76.2                        26.8         129.8
- ---------------------------------------------------------------------------------------------------------------------
(9)  Adjusted Profit after Taxation                  8,111.0       7,282.7       2,714.1       2,160.9      10,138.2
- ---------------------------------------------------------------------------------------------------------------------
(10) Profit after Taxation reported earlier                                                                 10,008.4
(11) Adjustments relating to earlier                                                                           558.6
     Years/change in Accounting policies
(12) Taxation of earlier years                                                                                 271.9
(13) Balance brought from previous year                                                                        531.5
                                                ---------------------------------------------------------------------
(14) Disposable Profit                                                                                      11,370.4
                                                ---------------------------------------------------------------------
(15) Appropriation of Profit and Reserves
       (a) Capital Reserve                                                                                     444.3
       (b) Capital Redemption Reserve                                                                          160.0
       (c) Special Reserve in terms of Section
            36(1)(viii) of the Income-tax Act, 1961                                                          3,400.0
       (d) Deferred Tax Credit Reserve                                                                         800.0
       (e) General Reserve                                                                                   2,250.0
       (f)  Dividend
            - Equity Shares                                                                                  2,931.0
            - Preference Shares                                                                                703.2
              (includes Corporate Dividend Tax
              Rs. 354.3 million for FY 98-99)
(16) Balance Carried to Balance Sheet                                                                          681.9
- ---------------------------------------------------------------------------------------------------------------------
                                                                                                            11,370.4
- ---------------------------------------------------------------------------------------------------------------------
                                                  9 months          9 months       Quarter       Quarter       Year
                                                   Ended              Ended         ended         Ended       ended
                                                 31-Dec-99          31-Dec-98     31-Dec-99     31-Dec-98   31-Mar-99
                                                                    (Note 1)                    (Note 1)
- ---------------------------------------------------------------------------------------------------------------------
(17) Dividend (in Rs.)
      (a) per ordinary share;                              -             -             -             -           5.5
                                                ---------------------------------------------------------------------
      (b) per right share, if any                          -             -             -             -             -
                                                ---------------------------------------------------------------------
      (c) per bonus share, if any                          -             -             -             -             -
                                                ---------------------------------------------------------------------
      (d) per share arising out on conversion
           of debentures into ordinary share;              -             -             -             -             -
                                                ---------------------------------------------------------------------
      (e) per preference share $                          -             -             -             -              -
                                                ---------------------------------------------------------------------
(18) Share Capital
       (a) Paid-up equity capital                     7,682.8       4,800.3       7,682.8       4,800.3      4,800.9
                                                ---------------------------------------------------------------------
       (b) Paid-up Preference Shares                 13,076.6      12,302.9      13,076.6      12,302.9     13,826.6
                                                ---------------------------------------------------------------------
(19) Reserve except Revaluation Reserve @            72,480.0      47,476.5      72,480.0      47,476.5      46,550.9
                                                ---------------------------------------------------------------------
</TABLE>


$        Dividend at the rate of Rs. 100 per share on Preference shares of Rs.
         1 crore each and at rates ranging between Rs. 0.925 to Rs. 1.325 per
         share on various series of preference shares of Rs. 10 each. The total
         dividend paid for the above state periods in mentioned under para 15
         of this report
@        No Revaluation Reserve created

Notes
1.       Including Anagram Finance Limited (AFL). These results comprise of the
         reported profit of the company Rs. 7264.6 million and Rs. 2084.7
         million for the period ended December 31, 1998 and quarter ended
         December 31, 1998 respectively and loss of AFL of Rs. 58.1 million and
         a profit of Rs. 49.4 million for each of the above periods which have
         not been adjusted for alignment of accounting policies of AFL with the
         company.

2.       Considering the potential problems which may arise on account of Year
         2000 rollover on the computer accounting systems of the company, the
         accounts for the period ended December 31, 1999 are prepared
         considering transactions upto December 22, 1999.

3.       Provision against Standard assets of Rs. 50 million for the period
         ended December 31, 1999 has been charged to Revenue Account. Such
         provision has been appropriated out of Special Reserve for the year
         ended March 31, 1999.

4.       (a) The company has changed the method of providing for depreciation
         on fixed assets other than assets given on lease from written down
         value method to straight line method at the rates prescribed in
         Schedule XIV of the Companies Act, 1956. Consequently, for the period
         ended December 31, 1999 depreciation is lower and profit after tax is
         higher by Rs. 186.4 million. Accumulated depreciation provided in
         earlier years Rs. 395.3 million has been written-back. Accordingly,
         surplus carried to Balance Sheet is higher by Rs. 581.7 million.

         (b) The company has capitalized software expenses as against the
         earlier policy of treating it as a deferred revenue expenditure and
         amortizing it over the period(s) during which the benefits are
         expected to arise. Consequently amount written-off in the earlier
         years Rs. 19.5 million (net of income-tax Rs. 1.9 million) has been
         written-back. As a result of this change, profit after tax for the
         period is higher by Rs. 32.3 million and surplus carried to the
         Balance Sheet is higher by Rs. 51.8 million.

5.       Adjustments as required by SEBI guidelines to recast the results of the
         corresponding previous periods as per the present accounting policies
         as stated in Note 4 above.

6.       The company has achieved a smooth transition into Year 2000 and its
         systems are Y2K compliant.

7.       The above results were taken on record by the Board of Directors of the
         Company at its meeting held on January 28, 2000.


January 28, 2000

END



<PAGE>



                                                                 Item 2
ICICI Limited

ICICI Q3:99-2000 - Profit After Tax Up By 27%

The Board of Directors of ICICI (NYSE: IC and IC.d) at its meeting held in
Mumbai today, approved the audited accounts of ICICI for the nine month period
ended December 31, 1999.

Profit after tax for Q3:99-2000 amounted to Rs. 271 crore (including
extraordinary income of Rs. 19 crore), an increase of 27% over Rs. 213 crore in
the corresponding quarter of the previous year. During the nine month period
ended December 31, 1999, profit before tax and provisions was Rs. 1,314 crore
compared to Rs. 1,095 crore in the corresponding period of the previous year,
registering a growth of 20%. Notwithstanding the enhanced provisions and
write-offs of Rs. 435 crore in the nine month period ended December 31, 1999
(Rs. 302 crore in the corresponding period of the previous year), profit after
tax amounted to Rs. 811 crore (including extraordinary income of Rs. 19 crore).
This represented an increase of 12.6% over the corresponding figure of Rs. 721
crore* in the previous year.

The net NPAs outstanding was Rs. 3,649 crore and the net NPA ratio as per Indian
GAAP was 7.4% at December 31, 1999. As per the RBI clarification issued in
December 1999, the general provision held against standard assets has not been
netted off. If general provisions were netted off, the net NPL ratio at December
31, 1999 would have been 7.1%.

Business Operations

During the nine month period ended December 31, 1999, ICICI's approvals
aggregated Rs. 32,671 crore, as against Rs. 27,490 crore for the corresponding
period in the previous year, thereby registering a 19% growth. During the same
period, ICICI's disbursements aggregated Rs. 17,017 crore compared to Rs. 13,804
crore for the corresponding period in the previous year, registering a growth of
23%. Corporate finance assistances accounted for 38% of approvals and 45% of
disbursements. Retail finance approvals and disbursals were 1.4% and 2.0% of
aggregate approvals and disbursals respectively.

*Comprises ICICI's reported profit of Rs. 726 crore and attributable loss of Rs.
5 crore of erstwhile Anagram Finance which was merged with ICICI effective April
1, 1998.
<PAGE>

e-Commerce Initiatives

To capitalise on the opportunities presented by the paradigm shift taking place
with the advent of e-commerce, ICICI has formed a specialised group-wide
e-commerce team. ICICI Group has launched a number of strategic initiatives on
the Internet including ICICI Direct - India's first Internet stock trading
service and started work on an Open Payment Gateway for B2B and B2C segments in
association with Compaq and QSI Payment Systems of Australia. We also offered
our customers for the first time, an Internet based B2B payment module
"i-Payments" for purchasers and sellers to effect payments online. A critical
mass of customers, vendors and distributors have signed up for a closed
e-commerce group. This links corporate clients together with their vendors and
distributors in a closed loop facilitating ease of funds transfer and inventory
control.

Settlements

ICICI continued to focus on its initiatives in respect of recovery and
settlements from problem cases. During the period under review, ICICI settled
dues aggregating Rs. 289 crore from 77 cases (Rs. 264 crore from 66 cases in the
corresponding period last year). The present value of principal dues settled was
about 76% during this period.

Resources

During the nine month period ended December 31, 1999, ICICI mobilised medium and
long-term rupee resources of Rs. 12,284 crore, including Rs. 1,620 crore
mobilised through five public issue of bonds from about 430,000 retail
investors. As a part of its "click and brick" strategy, ICICI today has 70 ICICI
Centres across the country.

Capital Adequacy

Capital adequacy ratio was 17.7% at December 31, 1999 with Tier-1 capital
adequacy ratio at 11.8%.

Performance of Subsidiaries

The ICICI Group operates as a virtual Universal Bank offering the complete range
of products and services to corporate and retail customers in India. ICICI
Bank's net profit in Q3: 99-2000, more than doubled to Rs. 28 crore as compared
with Rs. 14 crore for the corresponding quarter in the previous year. The profit
after tax for ICICI Securities for the quarter ended Q3: 99-2000 increased by
276% to Rs. 16 crore from Rs. 4 crore in the corresponding period in the
previous year. ICICI Venture registered more than 500% rise in profits in
Q3:99-2000 from Rs. 3 crore to Rs. 22 crore.

<PAGE>


Summary Profit and Loss Statement (Indian GAAP)
                                                                       Rs. crore
<TABLE>
- -------------------------------------------------------------------------------------------------------------
                                    Q3:         Q3:      Growth    Apr-Dec     Apr-Dec    Growth    FY:98-99
                                1998-99     1999-00           %       1998        1999         %
- -------------------------------------------------------------------------------------------------------------
<S>                               <C>         <C>          <C>       <C>         <C>        <C>        <C>
Fund based income                 1,773       2,116        19.3      5,145       6,067      17.9       7,031
- -------------------------------------------------------------------------------------------------------------
Less : Interest and               1,431       1,645        14.9      4,128       4,759      15.3       5,638
depreciation charges
- -------------------------------------------------------------------------------------------------------------
Net fund based income               342         472        37.8      1,017       1,308      28.6       1,393
- -------------------------------------------------------------------------------------------------------------
Add : Fees and commissions           50          65        30.2        175         205      17.1         311
- -------------------------------------------------------------------------------------------------------------
Net income from operations          392         537        36.8      1,192       1,513      26.9       1,704
- -------------------------------------------------------------------------------------------------------------
Less : Operating expenses            52          72        40.4        156         214      37.4         226
- -------------------------------------------------------------------------------------------------------------
Profit from operations              341         464        36.3      1,036       1,299      25.3       1,478
- -------------------------------------------------------------------------------------------------------------
Add : Other income*                   7           4       (44.6)        59          15     (74.2)         90
- -------------------------------------------------------------------------------------------------------------
Profit before provisions            348         469        34.6      1,095       1,314      20.0       1,568
and tax
- -------------------------------------------------------------------------------------------------------------
Less : Provisions and               114         189        66.1        302         435      44.3         472
write-offs
- -------------------------------------------------------------------------------------------------------------
- - For loans & debentures             88         135        52.9        241         324      34.6         364
- -------------------------------------------------------------------------------------------------------------
- - For investments                    26          54       111.3         61         111      82.8         108
- -------------------------------------------------------------------------------------------------------------
Profit before tax                   234         280        19.3        793         879      10.7       1,096
- -------------------------------------------------------------------------------------------------------------
Less : Provision for tax             21          27        30.5         72          87      19.2          95
- -------------------------------------------------------------------------------------------------------------
Profit after tax                    213         252        18.1        721         792       9.9       1,001
- -------------------------------------------------------------------------------------------------------------
Add : Extraordinary gains             -          19           -          -          19         -           -
- -------------------------------------------------------------------------------------------------------------
Profit after tax (including         213         271        27.2        721         811      12.6       1,001
extraordinary gains)
- -------------------------------------------------------------------------------------------------------------
*Other income for Apr-Dec 1998 and FY: 1998-99 includes profit on account of repurchase of
foreign currency bonds of Rs. 38 crore and Rs. 45 crore, respectively.

Summary Balance Sheet (Indian GAAP)                   Rs. crore
- ------------------------------------------------------------------------------------------------------------
                                                      Dec 31, 1998   Dec 31, 1999    Growth %   Mar 31, 1999
- ------------------------------------------------------------------------------------------------------------
Net loans and debentures                                    40,895         45,183        10.5        42,010
- ------------------------------------------------------------------------------------------------------------
Other Investments                                            2,514          3,114        23.9         2,598
- ------------------------------------------------------------------------------------------------------------
Current assets                                               9,142         11,512        25.9         9,903
- ------------------------------------------------------------------------------------------------------------
Fixed assets                                                 3,164          4,433        40.1         3,717
- ------------------------------------------------------------------------------------------------------------
Miscellaneous expenditure                                      285            315        10.4           319
- ------------------------------------------------------------------------------------------------------------
Total assets                                                56,000         64,557        15.3        58,547
- ------------------------------------------------------------------------------------------------------------
Shareholders' equity and reserves                            5,228          8,016        53.3         5,135
- ------------------------------------------------------------------------------------------------------------
Of which : Equity capital                                      480            768        60.0           480
- ------------------------------------------------------------------------------------------------------------
Preference capital                                           1,229          1,308         6.4         1,383
- ------------------------------------------------------------------------------------------------------------
Borrowings                                                  45,691         50,799        11.2        47,659
- ------------------------------------------------------------------------------------------------------------
Current liabilities                                          3,852          4,434        15.1         4,370
- ------------------------------------------------------------------------------------------------------------
Total liabilities                                           56,000         64,557        15.3        58,547
- ------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>

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. ICICI undertakes no obligation to update forward-looking
statements to reflect events or circumstances after the date thereof.

January 28, 2000

For further investor queries:

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


END



                                                                     Item 3
ICICI Limited

ICICI Q3:99-2000 - US GAAP Net Income Up By 51%

The Board of Directors of ICICI (NYSE: IC and IC.d) at its meeting held in
Mumbai today noted the consolidated unaudited US GAAP accounts of ICICI for the
nine month period ended December 31, 1999. As per the unaudited US GAAP
financial statements, net income for Q3:99-2000 was Rs. 2.44 billion, up by 51%
from Rs. 1.62 billion in the corresponding quarter of the previous year. As per
the unaudited US GAAP financial statements, net income during the nine month
period ended December 31, 1999 was Rs. 6.70 billion, up by 24% from Rs. 5.39
billion in the corresponding period of the previous year. The net income for
both these periods excludes extraordinary income and cumulative effect of change
in accounting policy. A clear trend is seen in realignment of US GAAP net income
with Indian GAAP net income. US GAAP net income as a percentage of Indian GAAP
income increased from 75% for the nine months ended December 31, 1998 to 83% for
the nine month period ended December 31, 1999. The stockholders' equity at
December 31, 1999 was Rs. 67.39 billion as per US GAAP. The net NPA ratio as per
US GAAP was 6.0% at December 31, 1999, down from 6.3% at March 31, 1999. The
total capital adequacy as per US GAAP was 15.0% as on December 31, 1999 with
Tier 1 at 10.0%.

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. ICICI undertakes no obligation to update forward-looking
statements to reflect events or circumstances after the date thereof.

January 28, 2000

For further investor queries:

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

END

                                                                     Item 4
ICICI Limited

Interim audited results of ICICI Bank Limited (subsidiary of ICICI Limited) for
the half year ended December 31, 1999 as per Indian GAAP.

                                                              (Rupees in crores)
<TABLE>
- ----------------------------------------------------------------------------------------------------------------
Sr.              Particulars                Third quarter ended       Nine-month period ended      Year ended
 No.                                                                                              March 31, 1999
- -------------------------------------------------------------------------------------------------
                                              Dec. 31,      Dec. 31,       Dec. 31,      Dec. 31,
                                                1999         1998           1999          1998
- ----------------------------------------------------------------------------------------------------------------
<S>                                            <C>           <C>            <C>           <C>            <C>
    1. Interest Income                         205.50        143.57         593.08        377.73         544.05
- ----------------------------------------------------------------------------------------------------------------
    2. Other Income                             49.15         26.19         104.14         66.67          89.03
- ----------------------------------------------------------------------------------------------------------------
    3. Total Income                            254.65        169.76         697.22        444.40         633.08
- ----------------------------------------------------------------------------------------------------------------
    4. Interest Expenditure                    164.70        115.33         480.78        296.93         425.51
- ----------------------------------------------------------------------------------------------------------------
    5. Other Expenditure                        28.15         16.82          71.48         43.60          65.44
- ----------------------------------------------------------------------------------------------------------------
    6. Total Expenditure                       192.85        132.15         552.26        340.53         490.95
- ----------------------------------------------------------------------------------------------------------------
    7. Gross Profit before
          depreciation, provisions and
          contingencies                         61.80         37.61         144.96        103.87         142.13
- ----------------------------------------------------------------------------------------------------------------
    8. Depreciation on fixed assets              5.29          4.45          14.34         12.63          17.53
- ----------------------------------------------------------------------------------------------------------------
    9.  Profit before provisions and
          contingencies                         56.51         33.16         130.62         91.24         124.60
- ----------------------------------------------------------------------------------------------------------------
   10. Provisions and contingencies             28.25         19.12          58.26         47.14          61.24
- ----------------------------------------------------------------------------------------------------------------
   11. Net Profit                               28.26         14.04          72.36         44.10          63.36
- ----------------------------------------------------------------------------------------------------------------
   12. Paid up Equity Share Capital            165.00        165.00         165.00        165.00         165.00
- ----------------------------------------------------------------------------------------------------------------
   13.  Reserves (excluding
         Revaluation Reserves)                 215.69        145.85         215.69        145.85         143.33
- ----------------------------------------------------------------------------------------------------------------
   14. Total deposits                        8,500.17      4,642.32       8,500.17      4,642.32       6,072.94
- ----------------------------------------------------------------------------------------------------------------
   15. Total advances                        2,944.48      1,668.15       2,944.48      1,668.15       2,110.12
- ----------------------------------------------------------------------------------------------------------------
   16. Credit-like corporate debt
          instruments                        1,113.44      1,012.07       1,113.44      1,012.07       1,277.48
- ----------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>

NOTES :

    1.  Depreciation on Investments and Provision on bad debts have been made as
        per Reserve Bank of India guidelines.

    2.  The Bank had ensured that all critical technological items in use
        including servers, desktops, office automation applications, network
        equipments, etc., were Y2K ready. The Bank did not face any Y2K related
        problems during the transition to January 1, 2000.

    3.  The above results have been taken on record by the Board of Directors of
        the Bank at its meeting held on January 19, 2000.

January 19, 2000

END


                                                               Item 5

ICICI Limited

Performance Review - nine months ended December 31, 1999 of ICICI Bank Limited
(subsidiary of ICICI Limited)

The Board of Directors of ICICI Bank Limited met on January 19, 2000, and
adopted the audited results for the nine-month period ended December 31, 1999.

Net Profit of the Bank doubled to Rs. 28.26 crores quarter-on-quarter basis
compared to Rs. 14.04 crores. Interest income increased by 43 per cent to Rs.
205 crores from Rs. 143 crores and increase in interest expenditure was
contained at 43 per cent to Rs. 165 crores from Rs.115 crores. Other income also
recorded robust growth and increased by 88 per cent to Rs. 49 crores from Rs. 26
crores. As a result, operating profit increased by 64 per cent to Rs. 61.80
crores from Rs. 37.61 crores in Q3.

Increase in net profit during the first nine months of the year compared to the
corresponding period of last year was 64 per cent at Rs. 72.36 crores compared
to Rs. 44.10 crores. The Bank also witnessed a significant increase in its
Balance Sheet size. Deposits rose sharply by 83 per cent from Rs. 4,642 crores
as on December 31, 1998 to Rs. 8,500 crores as on December 31, 1999, thus
continuing the Bank as the largest amongst new private sector banks. The Bank's
share in the incremental growth of deposits of the banking system was 3.80 per
cent. Total advances (including credit substitutes) increased by 51 per cent
during this period from Rs.2,680 crores to Rs. 4,056 crores.

During the first nine months of the year, total number of accounts of the Bank
doubled to about 4,80,000. The number of savings accounts also doubled from
1,09,000 to 2,19,000. While number of NRI accounts tripled to 19,000, the number
of Internet Banking customers registered 500 per cent growth from 4,000 to
24,000.

The Bank has provided for depreciation on investments, provision for bad debts
and standard assets provisions as per the guidelines of the Reserve Bank of
India. The net non-performing assets (including credit substitutes) have come
down from 1.80 per cent as at March 31,1999 to 1.00 per cent during the
nine-month period ended December 31, 1999.

ICICI Bank has been pursuing the `clicks and bricks' strategy under which both
`bricks and mortar' and electronic delivery channels co-exist though greater
emphasis is accorded to the latter. Having pioneered Internet Banking in the
country, the Bank has consistently upgraded this channel to offer utility bill
payments, funds transfer (both own and third party) etc. ICICI Bank is the first
bank to provide online account opening facility for NRIs and a quick remittance
product called `Money2India'. The Bank has also signed a Memorandum of
Understanding with Satyam Infoway Limited (SIFY) for online distribution of the
Bank's retail products. The Bank has also taken initiatives to cover 'Business
to Business' and 'Business to Consumers' payments. The e-broking initiative of
the ICICI Group aims to provide an online integration between customers' demat
account, savings account and broking account.

During April-December 1999, the Bank expanded its distribution network channels
by opening 16 branches, 4 extension counters and 28 work-site/off-site ATM
Centres. As on December 31, 1999, the Bank's network included 71 branches, 13
extension counters and 36 work-site/off-site ATM Centres. The Bank's services
are thus available through 120 locations spread across 42 centres in 17 States.
The Bank's ATM network is today the largest in the country.

The Bank did not face any Y2K problem during the transition to January 1, 2000.


<PAGE>



Except for the historical information contained herein, statements in this
Release which contain words or phrases such as 'will', 'would', 'aim', 'will
likely result', 'believe', 'expected', 'will continue', 'anticipate',
'estimate', 'enable', 'enabling', '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 alliance with SIFY and ICICI's Group's ability to obtain statutory
and regulatory approvals and to successfully implement the integration of
various systems in respect of the on-line brokering initiatives. In addition
there would be certain uncertainties arising from the ability to successfully
implement our strategy, future levels of non-performing loans, our growth and
expansion in business, the adequacy of our allowance for credit losses,
technological implementation and changes, the actual growth in demand for
Internet Banking and on-line brokering products, investment income, cash flow
projections, our exposure to market risks as well as other risks detailed in the
reports filed by ICICI Limited (promoter and holding company of the Bank) 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.

January 19, 2000

For further investor queries:

Contact: Bhashyam Seshan at 91-22-653 8420 or email at [email protected]

END



                                                              Item 6

ICICI Limited


ICICI Bank: Technology and Internet initiatives drive Q3 99-2000 performance


ICICI Bank, the banking subsidiary of ICICI Ltd. (NYSE: IC and IC.D), which
pioneered Internet Banking in India has seen a staggering 500% increase in
Internet customers from 4,000 as on March 31, 1999 to 24,000 as on December 31,
1999. This sharp increase was facilitated by significant enhancements in the
product portfolio offered through `Infinity", the Internet banking platform. The
initiatives included online opening of bank accounts for NRI customers, the
first pan-India web based bills payment system, Money2India - a remittance
product for NRIs, and i-Payments - a path breaking B-to-B web based solution for
supply chain management. "e-Invest", India's first Internet stock trading
service available on www.icicidirect.com, is expected to seamlessly integrate
ICICI Bank's accounts with ICICI's dematerialised security accounts and
brokerage accounts, offering the customers the convenience of "one-click" stock
trading.

ICICI Group as a part of its "Clicks and Bricks" strategy has been developing
multiple access channels comprising lean brick and mortar branches, ATMs, call
center, agents and Internet banking. The success of the strategy is reflected in
the bank's financial performance where net profit of the bank in Q3: 99-2000,
more than doubled to Rs. 282.6 mn as compared with Rs. 140.4 mn for the
corresponding quarter in the previous year. Net profit during the first nine
months of FY99-2000 increased by 64 percent, from Rs. 441 mn to Rs. 723.6 mn.
ICICI Bank's deposits increased substantially by 83 per cent from Rs 46.4 bn as
on December 31, 1998 to Rs 85 bn as on December 31, 1999, reaffirming its
position as India's largest new private sector bank in terms of deposit base.

During April-December 1999, the Bank was able to significantly expand its
distribution network and as on December 31, 1999 had 71 branches, 13 extension
counters and 120 ATMs. This resulted in the number of depositors with the bank
doubling in the same period to about 4,80,000 thereby reinforcing ICICI's
"Clicks and Bricks" strategy.

ICICI bank has entered into agreements with leading corporates like BPL,
Rediff.com, Usha Martin and Tata Communications for B-to-C solutions, which is
expected to further strengthen the Internet banking product offering and
services. ICICI Bank has recently signed a memorandum of understanding with
Satyam Infoway Limited (Nasdaq: SIFY) for on-line distribution of the Bank's
retail products. ICICI Bank will also open ATM centres and cash dispensers at
Cyber cafes to be set up by SIFY all over the country - another wholesale access
point for establishing relationships with the new generation customer. This is
expected to increase potential customer access manifold.

Except for the historical information contained herein, statements in this
Release which contain words or phrases such as 'will', 'would', 'aim', 'likely',
'will likely result', 'believe', 'expected', 'will continue', 'anticipate',
'estimate', 'enable', 'enabling', '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 alliance with SIFY, and ICICI's Group's ability to obtain
statutory and regulatory approvals and to successfully implement the integration
of various systems in respect of the on-line brokering initiatives. In addition
there would be certain uncertainties arising from the ability to successfully
implement our strategy, future levels of non-performing loans, our growth and
expansion in business, the adequacy of our allowance for credit losses,
technological implementation and changes, the actual growth in demand for
Internet Banking and on-line brokering products, investment income, cash flow
projections, our exposure to market risks, alliances with other corporates, as
well as other risks detailed in the reports filed by ICICI Limited (promoter and
holding company of the Bank) 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.

January 19, 2000

Contact: Mr. Mohan Shenoi on +91-22-6531414 or email to   [email protected]

END


                                                                  Item 7

ICICI Limited


ICICI to set up B2B and B2C e-Commerce Payment Gateway in association with
Compaq and QSI

ICICI Ltd. (NYSE: IC and IC.D) today announced that it has tied up with Compaq
led consortium for setting up a payment gateway to facilitate secured online
Business-to-Consumer (B2C) and Business-to-Business (B2B) e-Commerce
transactions. The payment gateway will be owned by a subsidiary of ICICI and
implemented by Compaq India, subsidiary of Compaq Computers Corporation (NYSE:
CPQ), QSI Payment Technologies (QSI), Australia and Financial Software & Systems
Pvt Ltd. (FSS).

ICICI will be the first financial intermediary to implement an e-Commerce
payment gateway within India and will be providing services to corporates,
consumers, merchants and banks that plan to share the ICICI Payment Gateway.

ICICI's B2C payment gateway will interface between the Internet shopper, the web
merchant and banking systems in a secured environment to facilitate online
payments. The Gateway offers the flexibility of multiple payment modes including
credit, debit & smart cards, direct bank debits and e-cheques. The Gateway will
use strong encryption technologies and digital signatures to protect these
transactions from potential attacks by hackers.

ICICI's B2B Payment Gateway will facilitate e-Commerce transactions between
corporates in a virtual market place. The Gateway would also provide
e-procurement services by linking corporates with their network of buyers and
suppliers. The Gateway will allow processing of innovative payment instruments
like e-cheques, purchasing cards, direct debits and on-account payments.

"The ICICI e-Commerce Payment Gateway will launch a state-of-the-art Internet
payment system and is set to open the world of e-Commerce to many more
merchants, consumers and businesses in India by significantly lowering the cost
and complexity of enabling secure transactions over the Internet," said Mr. K V
Kamath, MD & CEO, ICICI Ltd.

The Gateway will provide easy integration with merchant Shop & Buy Applications
and back-end systems through a thin "Payment Client" - an XML client software
residing on the merchant server. Apart from processing online transactions, the
Gateway would also provide merchants with an administrative module for
transaction management, offering a high degree of flexibility for merchants.

The ICICI Gateway will support credit card transactions secured by using Secured
Socket Layer (SSL) technology, the most commonly used security standard on the
Internet today. Further, the Gateway has the flexibility to support Secured
Electronic Transaction (SET) standards.

ICICI Group has launched a number of strategic initiatives on the Internet such
as e-Invest -India's first Internet stock trading service. ICICI Bank, the
banking subsidiary of ICICI and the pioneer of Internet Banking in India, has
introduced several Internet based services which include online opening of bank
accounts for NRI customers; the first pan-India Internet based bills payment
system; Money2India - a remittance product for NRIs, etc. ICICI Bank has entered
into agreements with leading corporates for B2B and B2C solutions and has
recently signed a memorandum of understanding with Satyam Infoway Limited
(Nasdaq: SIFY) for online distribution of Banking products.

Compaq Computer Corporation is the second largest computer company in the world.
Compaq develops and markets hardware, software solutions and services.

QSI is a leading solution provider for e-Commerce Payment Gateway with major
installations such as payment gateways for Hong Kong & Shanghai Bank in Hong
Kong and MasterCard in Sydney. It has executed several other projects including
GPTA in China, CashCard in Sydney and the SafeDebit system with NYCE, New York.

FSS is a leading Switch solutions provider in India and is the distributor for
QSI in India. FSS will undertake the implementation of ICICI's Payment Gateway
project.

Except for the historical information contained herein, statements in this
Release which contain words or phrases such as 'will', 'would', 'aim', `likely',
'will likely result', 'believe', 'expected', `is set to', 'will continue',
'anticipate', 'estimate', `facilitate', 'enable', 'enabling', 'intend', 'plan',
'contemplate', 'seek to', 'future', 'objective', 'goal', 'project', 'should',
'will pursue', `offer' 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 the e-Commerce payment gateway along with
Compaq, QSI and FSS, and ICICI's ability to obtain statutory and regulatory
approvals and to successfully implement the integration of various systems. In
addition there would be certain uncertainties arising from the ability to
successfully implement our strategy, future levels of non-performing loans, our
growth and expansion in business, the adequacy of our allowance for credit
losses, technological implementation and changes, the actual growth in demand
for e-Commerce payment gateway products and services, investment income, cash
flow projections, our exposure to market risks, alliances with other corporates,
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.

January 27, 2000


For further investor queries:

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

END


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