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Red Herring Prospectus Dated December 29, 2005 100% Book Building Issue

BANK OF BARODA
(Bank of Baroda was originally incorporated on July 20, 1908 under the Baroda Companies Act, 1897 as “Bank of Baroda Limited” with its Head Office at Vadodara). (Constituted under the Banking Companies (Acquisition and Transfer of Undertakings) Act, 1970 on July 19, 1969) Head Office: Baroda House, Mandvi, Vadodara 390 006, Gujarat, India Tel: (91 265) 251 8715, 236 3001, 236 2225; Fax: (91 265) 236 2914 Corporate Office: Baroda Corporate Centre, C-26, G Block, Bandra-Kurla Complex, Bandra (E), Mumbai 400 051, Maharashtra Tel: (91 22) 5698 5000-04, 2652 2112; Fax: (91 22) 2652 3510, 2652 1955 Contact Person: P.K. Ramaswamy Iyer; Email: dgm.legal.bcc@bankofbaroda.com; Website: www.bankofbaroda.com
PUBLIC ISSUE OF UP TO 71,000,000 EQUITY SHARES OF RS. 10 EACH FOR CASH AT A PRICE OF RS. [ ] PER EQUITY SHARE AGGREGATING RS. [ ] MILLION BY BANK OF BARODA (THE “BANK” OR “ISSUER”) (THE “ISSUE”). THE ISSUE COMPRISES A NET ISSUE TO THE PUBLIC OF UP TO 63,900,000 EQUITY SHARES OF RS. 10 EACH (THE “NET ISSUE”) AND A RESERVATION FOR ELIGIBLE EMPLOYEES OF UP TO 7,100,000 EQUITY SHARES OF RS. 10 EACH, AT THE ISSUE PRICE. THE ISSUE WOULD CONSTITUTE 19.49% OF THE TOTAL POST ISSUE PAID-UP EQUITY CAPITAL OF THE BANK. PRICE BAND: Rs. [ ] TO Rs. [ ] PER EQUITY SHARE OF FACE VALUE Rs. 10 THE PRICE BAND AND THE MINIMUM BID LOT SIZE FOR THE ISSUE WILL BE DECIDED BY US IN CONSULTATION WITH THE BRLMS AND ADVERTISED AT LEAST ONE DAY PRIOR TO THE BID/ISSUE OPENING DATE.
The Issue is being made through the 100% book building process where up to 50% of the Net Issue shall be allocated on a proportionate basis to Qualified Institutional Buyers (“QIBs”) (including 5% of the QIB portion that would be specifically reserved for Mutual Funds). Further, not less than 15% of the Net Issue shall be available for allocation on a proportionate basis to Non-Institutional Bidders and not less than 35% of the Net Issue shall be available for allocation on a proportionate basis to Retail Individual Bidders, subject to valid Bids being received at or above the Issue Price. Up to 7,100,000 shares shall be allotted on a proportionate basis to Eligible Employees. RISK IN RELATION TO THE ISSUE We are listed on the National Stock Exchange of India Limited, Bombay Stock Exchange Limited and the Vadodara Stock Exchange Limited. The Issue Price (as determined by Bank of Baroda in consultation with the Book Running Lead Managers (“BRLMs”) on the basis of assessment of market demand for the Equity Shares by way of book-building) should not be taken to be indicative of the market price of the Equity Shares after the Equity Shares are listed. The market price of the existing Equity Shares of Bank of Baroda could affect the price discovery through book building and vice versa. No assurance can be given regarding an active and/ or sustained trading in the Equity Shares or regarding the price at which the Equity Shares will be traded after listing. GENERAL RISKS Investments in equity and equity-related securities involve a degree of risk and investors should not invest any funds in this Issue unless they can afford to take the risk of losing their investment. Investors are advised to read the risk factors carefully before taking an investment decision in this Issue. For taking an investment decision, investors must rely on their own examination of Bank of Baroda and the Issue including the risks involved. The Equity Shares offered in the Issue have not been recommended or approved by the Securities and Exchange Board of India (“SEBI”), nor does SEBI guarantee the accuracy or adequacy of this Red Herring Prospectus. Specific attention of the investors is invited to the section titled “Risk Factors” on page xiii of this Red Herring Prospectus. ISSUER’S RESPONSIBILITY The Bank having made all reasonable inquiries, accepts responsibility for and confirms that this Red Herring Prospectus contains all information with regard to the Bank and the Issue, which is material in the context of the Issue, that the information contained in this Red Herring Prospectus is true and correct in all material aspects and is not misleading in any material respect, that the opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of which makes this Red Herring Prospectus as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect. LISTING The Equity Shares offered through this Red Herring Prospectus are proposed to be listed on the National Stock Exchange of India Limited (Designated Stock Exchange), Bombay Stock Exchange Limited and the Vadodara Stock Exchange Limited. We have received in-principle approval from the National Stock Exchange of India Limited, Bombay Stock Exchange Limited and the Vadodara Stock Exchange Limited, for the listing of the Equity Shares pursuant to letters dated October 19, 2005, October 17, 2005 and October 18, 2005, respectively. The Designated Stock Exchange is the National Stock Exchange of India Limited. BOOK RUNNING LEAD MANAGERS

SBI CAPITAL MARKETS LIMITED 202, Maker Tower – E Cuffe Parade Mumbai 400 005, India Tel: (91 22) 2218 9166; Fax: (91 22) 2218 8332 Email: bob.fpo@sbicaps.com Website: www.sbicaps.com Contact Person: Debasis Panigrahi

DSP MERILL LYNCH LIMITED Mafatlal Centre, 10th Floor, Nariman Point, Mumbai – 400 021, India Tel: (91 22) 2262 1071 Fax: (91 22) 2262 1187 Email: bob_fpo@ml.com Website: www.dspml.com Contact Person: N. S Shekhar

ENAM FINANCIAL CONSULTANTS PRIVATE LIMITED 801/802, Dalamal Towers Nariman Point, Mumbai 400 021, India Tel: (91 22) 5638 1800 Fax: (91 22) 2284 6824 Email: bobwg@enam.com Website: www.enam.com Contact Person: Dharmesh Tejani

HSBC SECURITIES AND CAPITAL MARKETS (INDIA) PRIVATE LIMITED 52/60, Mahatma Gandhi Road, Fort, Mumbai 400 001, India Tel: (91 22) 2268 1284 Fax: (91 22) 2263 1984 Email: bobpo@hsbc.co.in Website: www.hsbc.co.in Contact Person: Smita Nair REGISTRAR TO THE ISSUE

JM MORGAN STANLEY PRIVATE LIMITED 141, Maker Chambers III, Nariman Point Mumbai 400 021, India Tel.: (91 22) 5630 3030 Fax.: (91 22) 5630 1694 Email: bankofbaroda@jmmorganstanley.com Website: www.jmmorganstanley.com Contact Person:Utkarsh Katkoria

KARVY INVESTOR SERVICES LIMITED Karvy House, 46 Avenue 4 Street No. 1, Banjara Hills Hyderabad 500 034, India Tel: (91 40) 2332 0251 Fax: (91 40) 2337 4714 Email: mbd@karvy.com Website: www.karvy.com Contact Person: T.R. Prashanth Kumar

KOTAK MAHINDRA CAPITAL COMPANY LIMITED 3rd Floor, Bakhtawar, 229 Nariman Point,Mumbai 400 021, India Tel: (91 22) 5634 1100 Fax: (91 22) 2284 0492 Email: bob.fpo@kotak.com Website: www.kotak.com Contact Person: Purnima Swaminathan

KARVY COMPUTERSHARE PRIVATE LIMITED Karvy House, 46 Avenue 4 Street No. 1, Banjara Hills, Hyderabad 500 034, India Tel: (91 40) 2331 2454 Fax: (91 40) 2331 1968 Email: bobfpo@karvy.com Website: www.karvy.com Contact Person: Murali Krishna M.

ISSUE PROGRAMME BID / ISSUE OPENS ON : JANUARY 16, 2006 BID / ISSUE CLOSES ON : JANUARY 20, 2006
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TABLE OF CONTENTS SECTION I - GENERAL INFORMATION Definitions and Abbreviations ....................................................................................................................................... i Certain Conventions; Use of Market Data .................................................................................................................. xi Forward-Looking Statements ..................................................................................................................................... xii SECTION II - RISK FACTORS ................................................................................................................................ xiii SECTION III - INTRODUCTION Summary .....................................................................................................................................................................1 The Issue ....................................................................................................................................................................5 Selected Financial Information ....................................................................................................................................6 General Information ................................................................................................................................................... 11 Capital Structure ........................................................................................................................................................ 20 Objects of The Issue ................................................................................................................................................. 25 Basis For Issue Price ................................................................................................................................................ 26 Statement of Tax Benefits ........................................................................................................................................ 28 SECTION IV - ABOUT US Indian Banking Sector ............................................................................................................................................... 33 Business ................................................................................................................................................................... 46 Regulations and Policies ........................................................................................................................................... 78 History and Certain Corporate Matters .................................................................................................................... 116 Our Management ..................................................................................................................................................... 120 Our Promoter, Subsidiaries and Associates ............................................................................................................ 133 Related Party Transactions ..................................................................................................................................... 155 Dividend Policy ........................................................................................................................................................ 156 SECTION V - FINANCIAL INFORMATION Financial Statements ............................................................................................................................................... 157 Selected Statistical Information .............................................................................................................................. 238 Management’s Discussion and Analysis of Financial Condition and Results of Operations on an Unconsolidated Basis .............................................................................................................. 259 Management’s Discussion and Analysis of Financial Condition and Results of Operations on A Consolidated (Unrestated) Basis .................................................................................................. 279 Summary of Significant Differences between Indian GAAP and U.S. GAAP .......................................................... 291 SECTION VI - LEGAL AND REGULATORY INFORMATION Outstanding Litigation and Material Developments .................................................................................................. 297 Licenses and Approvals .......................................................................................................................................... 327 Other Regulatory and Statutory Disclosures ........................................................................................................... 332 Financial Indebtedness ............................................................................................................................................ 343 SECTION VII - ISSUE RELATED INFORMATION Terms of the Issue .................................................................................................................................................. 346 Issue Structure ........................................................................................................................................................ 349 Issue Procedure ...................................................................................................................................................... 359 Restrictions on Foreign Ownership of Indian Securities .......................................................................................... 372 SECTION VIII - MAIN PROVISIONS OF CONSTITUTIONAL DOCUMENTS ........................................................ 373 SECTION IX - OTHER INFORMATION Material Contracts and Documents for Inspection ................................................................................................... 401 Declaration .............................................................................................................................................................. 403

DEFINITIONS AND ABBREVIATIONS DEFINITIONS Term The “Bank” or “our Bank” or “Bank of Baroda” or “we” or “our” or “us” Description Unless the context otherwise requires, refers to Bank of Baroda, a corresponding new bank constituted under the Banking Companies (Acquisition and Transfer of Undertakings) Act, 1970, having its Head Office at Baroda House, Mandvi, Vadodara 390 006, Gujarat, India

Bank / Industry Related Terms
Term Associates Description Collectively, the RRBs sponsored by our Bank being Raebareli Kshetriya Gramin Bank, Sultanpur Kshetriya Gramin Bank, Allahabad Kshetriya Gramin Bank, Kanpur Kshetriya Gramin Bank, Pratapgarh Kshetriya Gramin Bank, Fatehpur Kshetriya Gramin Bank, Faizabad Kshetriya Gramin Bank, Bareilly Kshetriya Gramin Bank, Shahjahanpur Kshetriya Gramin Bank, Nainital Almora Kshetriya Gramin Bank, Marudhar Kshetriya Gramin Bank, Aravali Kshetriya Gramin Bank, Bundi Chittorgarh Kshetriya Gramin Bank, Bhilwara Ajmer Kshetriya Gramin Bank, Dungarpur Banswara Kshetriya Gramin Bank, Baroda Gujarat Gramin Bank and Jhabua Dhar Kshetriya Gramin Bank, together with UTI Asset Management Company Private Limited, UTI Trustee Company Private Limited and Indo-Zambia Bank Limited The statutory auditors of the Bank being M/s T.R.Chadha & Co., M/s S. Venkatram & Co., M/s Ray & Ray, M/s G. Basu & Co., M/s G.P. Kapadia & Co. and M/s B.C.Jain & Co., Chartered Accountants appointed by the RBI on various dates Banking Companies (Acquisition and Transfer of Undertakings) Act, 1970, as amended from time to time Bank of Baroda General (Shares and Meetings) Regulations, 1998, as amended from time to time, which have been made by the Board of Directors in the exercise of powers conferred by Section 19 of the Bank Acquisition Act after consultation with the RBI and with previous sanction of the GoI The Banking Regulation Act, 1949, as amended from time to time The Board of Directors of our Bank or a committee constituted thereof BOB Asset Management Company Limited Bank of Baroda (Botswana) Limited BOB Capital Markets Limited BOBCARDS Limited Bank of Baroda (Guyana) Limited Bank of Baroda (Hong Kong) Limited BOB Housing Finance Limited Bank of Baroda (Kenya) Limited Bank of Baroda (Tanzania) Limited Bank of Baroda (Uganda) Limited
i

Auditors

Bank Acquisition Act Bank Regulations

Banking Regulation Act Board of Directors/Board BOB AMC BOB Botswana BOB Caps BOBCARDS BOB Guyana BOB HK BOB Housing BOB Kenya BOB Tanzania BOB Uganda

BANK OF BARODA
Term BOB UK CMD or Chairman and Managing Director Constitutional Documents Director(s) Head Office NBL Promoter Subsidiaries Description Bank of Baroda (UK) Limited The Chairman and Managing Director of our Bank, Dr. Anil K. Khandelwal The Bank Acquisition Act read with the Bank Regulations and the Nationalised Bank Scheme Director(s) of Bank of Baroda, unless otherwise specified The head office of the Bank being Baroda House, Mandvi, Vadodara 390 006, Gujarat, India The Nainital Bank Limited The President of India acting through the MoF, GoI Collectively, the domestic subsidiaries of the Bank being BOB AMC, BOBCARDS, BOB Housing, BOB Caps and NBL, together with the overseas subsidiaries of the Bank being BOB UK, BOB HK, BOB Uganda, BOB Tanzania, BOB Kenya, BOB Botswana and BOB Guyana Description Unless, the context otherwise requires, the issue of Equity Shares pursuant to this Issue Bank of Baroda An indication to make an offer during the Bidding Period by a prospective investor to subscribe to our Equity Shares at a price within the Price Band, including all revisions and modifications thereto The highest value of the optional Bids indicated in the Bid cum Application Form The date after which the Syndicate will not accept any Bids for the Issue, which shall be notified at least one day prior to the Bid Opening Date/Issue Opening Date, in Financial Express, an English language newspaper with wide circulation, Jansatta, a Hindi language newspaper with wide circulation and Vadodara Samachar, a Gujarati language newspaper with wide circulation The date on which the Syndicate shall start accepting Bids for the Issue, which shall be the date notified in Financial Express, an English language newspaper with wide circulation, Jansatta, a Hindi language newspaper with wide circulation and Vadodara Samachar, a Gujarati language newspaper with wide circulation The form in terms of which the Bidder shall make an offer to subscribe to the Equity Shares of our Bank and which will be considered as the application for issue of the Equity Shares pursuant to the terms of this Red Herring Prospectus Any prospective investor who makes a Bid pursuant to the terms of this Red Herring Prospectus and the Bid cum Application Form The period between the Bid Opening Date/Issue Opening Date and the Bid Closing Date/Issue Closing Date inclusive of both days and during which prospective Bidders can submit their Bids Book building route as provided under Chapter XI of the SEBI Guidelines, in terms of which the Issue is made
ii

Issue Related Terms
Term Allotment Banker to the Issue Bid

Bid Amount Bid Closing Date/ Issue Closing Date

Bid Opening Date/ Issue Opening Date

Bid cum Application Form

Bidder Bidding Period/Issue Period

Book Building Process

Term BRLMs/Book Running Lead Managers

Description Book Running Lead Managers to the Issue, in this case being SBI Capital Markets Limited, DSP Merill Lynch Limited, Enam Financial Consultants Private Limited, HSBC Securities and Capital Markets (India) Private Limited, JM Morgan Stanley Private Limited, Karvy Investor Services Limited and Kotak Mahindra Capital Company Limited Means the note or advice or intimation of allocation of Equity Shares sent to the Bidders who have been allocated Equity Shares after discovery of the Issue Price in accordance with the Book Building Process The higher end of the Price Band, above which the Issue Price will not be finalised and above which no Bids will be accepted Any price within the Price Band finalised by us in consultation with the BRLMs which will be notified in Financial Express, an English language newspaper with wide circulation, Jansatta, a Hindi language newspaper with wide circulation and Vadodara Samachar, a Gujarati language newspaper with wide circulation. A Bid submitted at Cut-off Price is a valid Bid at all price levels within the Price Band The date on which funds are transferred from the Escrow Account(s) to the Issue Account after the Prospectus is filed with the Designated Stock Exchange, following which the Board shall allot Equity Shares to successful Bidders National Stock Exchange of India Limited The Draft Red Herring Prospectus filed with SEBI, which does not have complete particulars on the price at which the Equity Shares are offered and size of the Issue DSP Merill Lynch Limited, a company incorporated under the Companies Act and having its registered office at Mafatlal Centre, 10th Floor, Nariman Point, Mumbai – 400 021, India Means a permanent employee or Director of the Bank or its Subsidiaries, as of September 30, 2005, who is an Indian national based in India and is physically present in India on the date of submission of the Bid cum Application Form. The List of the Eligible Employees shall be provided by the Bank to the Registrar The portion of the Issue being a maximum of 7,100,000 Equity Shares available for allocation to Eligible Employees Enam Financial Consultants Private Limited, a company incorporated under the Companies Act and having its registered office at 113, Stock Exchange Towers, Dalal Street, Fort, Mumbai 400 001, India Equity shares of the Bank of Rs. 10 each unless otherwise specified in the context thereof Account opened with the Escrow Collection Bank and in whose favour the Bidder will issue cheques or drafts in respect of the Bid Amount. In case of Bids by QIBs, QIBs may also remit the Bid Amount through an electronic transfer of funds under the RTGS mechanism Agreement entered into amongst the Bank, the Registrar, the Escrow Collection Bank and the BRLMs for collection of the Bid Amounts and for remitting refunds, if any, of the amounts collected, to the Bidders Bank of Baroda
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CAN/Confirmation of Allocation Note Cap Price Cut-off Price

Designated Date

Designated Stock Exchange Draft Red Herring Prospectus DSPML

Eligible Employee

Employee Reservation Portion Enam

Equity Shares Escrow Account

Escrow Agreement

Escrow Collection Bank

BANK OF BARODA
Term First Bidder Floor Price HP HSBC Securities Description The Bidder whose name appears first in the Bid cum Application Form or Revision Form The lower end of the Price Band, below which the Issue Price will not be finalised and below which no Bids will be accepted Hewlett Packard India Sales Private Limited HSBC Securities and Capital Markets (India) Private Limited, a company incorporated under the Companies Act and having its registered office at 52/60, Mahatma Gandhi Road, Fort, Mumbai 400 001, India Initial Public Offering Public issue of 71,000,000 Equity Shares of Rs. 10 each for cash at a price of Rs. [ ] per Equity Share aggregating Rs. [ ] million by the Bank comprising a Net Issue to the public of at least 63,900,000 Equity Shares of Rs. 10 each and a reservation for Eligible Employees of up to 7,100,000 Equity Shares of Rs. 10 each at the Issue Price pursuant to the Red Herring Prospectus and the Prospectus Account opened with the Banker to the Issue to receive monies from the Escrow Accounts for the Issue on the Designated Date The final price at which Equity Shares will be allotted in terms of the Prospectus, as determined by the Bank in consultation with the BRLMs, on the Pricing Date JM Morgan Stanley Private Limited, a company incorporated under the Companies Act and having its registered office at 141, Maker Chambers III, Nariman Point, Mumbai 400 021, India Karvy Investor Services Limited, a company incorporated under the Companies Act and having its registered office at Karvy House, 46 Avenue 4, Street No. 1, Banjara Hills, Hyderabad 500 034, India Kotak Mahindra Capital Company Limited, a company incorporated under the Companies Act and having its registered office at 3rd Floor, Bakhtawar, 229, Nariman Point, Mumbai-400 021, India The amount paid by the Bidder at the time of submission of his/her Bid, which may range between 10% to 100% of the Bid Amount Mutual funds registered with SEBI under the SEBI (Mutual Funds) Regulations, 1996 The Issue less the allocation to the Eligible Employees All Bidders that are not QIBs or Retail Individual Bidders and whose Bid Amount is more than Rs. 100,000 The portion of the Issue being at least 9,585,000 Equity Shares of Rs. 10 each available for allocation to Non-Institutional Bidders The date which shall be a minimum period of two days from the date of communication of the allocation list to the members of the Syndicate by the BRLMs (i) With respect to Bidders whose Margin Amount is 10% or 100% of the Bid Amount,

IPO Issue

Issue Account Issue Price JMMS

Karvy Investor

KMCC

Margin Amount Mutual Fund(s) Net Issue/ Net Issue to the public Non-Institutional Bidders Non-Institutional Portion Pay-in-Date Pay-in-Period

iv

Term

Description the period commencing on the Bid Opening Date and extending until the Bid Closing Date, and (ii) with respect to Bidders where additional amounts are required, if any before Allotment, the period commencing on the Bid Opening Date and extending up to the date specified in the CAN

Price Band

The price band with a minimum price (Floor Price) of Rs. [ ] and the maximum price (Cap Price) of Rs. [ ], which shall be advertised at least one day prior to the Bid Opening Date/Issue Opening Date in Financial Express, an English language newspaper with wide circulation, Jansatta, a Hindi language newspaper with wide circulation and Vadodara Samachar, a Gujarati language newspaper with wide circulation, and including any revisions thereof The date on which the Bank in consultation with the BRLMs finalizes the Issue Price The Prospectus, filed with the Designated Stock Exchange containing, inter alia, the Issue Price that is determined at the end of the Book Building Process, the size of the Issue and certain other information Public financial institutions as defined in Section 4A of the Companies Act, FIIs, scheduled commercial banks, mutual funds registered with SEBI, venture capital funds registered with SEBI, foreign venture capital investors registered with SEBI, state industrial development corporations, insurance companies registered with the Insurance Regulatory and Development Authority, provident funds with a minimum corpus of Rs. 250 million (subject to applicable law), pension funds with a minimum corpus of Rs. 250 million, and multilateral and bilateral development financial institutions. An amount representing 10% of the Bid Amount submitted by a QIB in its Bid The portion of the Net Issue to public of up to 31,950,000 Equity Shares of Rs. 10 each at the Issue Price, available for allocation to QIBs of which 1,597,500 Equity Shares shall be available for allocation to Mutual Funds Registrar to the Issue, in this case being Karvy Computershare Private Limited Individual Bidders (including HUFs) who have Bid for Equity Shares and whose Bid Amount is less than or equal to Rs. 100,000, in any of the bidding options in the Issue, including revisions if any The portion of the Net Issue to the public available for allocation to Retail Individual Bidder(s), being a minimum of 22,365,000 Equity Shares of Rs. 10 each The form used by the Bidders to modify the quantity of Equity Shares or the Bid price in any of their Bid cum Application Forms or any previous Revision Form(s) The document issued in accordance with the SEBI Guidelines, which does not have complete particulars of the price at which the Equity Shares are offered and the size of the Issue. The Red Herring Prospectus will be filed with the Designated Stock Exchange at least three days before the Bid Opening Date and will become a Prospectus after filing with the Designated Stock Exchange after pricing and allocation
v

Pricing Date Prospectus

Qualified Institutional Buyers or QIBs

QIB Margin Amount QIB Portion

Registrar/ Registrar to the Issue Retail Individual Bidders

Retail Portion Revision Form RHP or Red Herring Prospectus

BANK OF BARODA
Term SARFAESI or Securitisation Act SBICAP Description The Securitisation and Reconstruction of Financial Assets and Enforcement of Security Interest Act, 2002 SBI Capital Markets Limited, a company incorporated under the Companies Act and having its registered office at 202, Maker Tower – E, Cuffe Parade, Mumbai 400 005, India BSE, NSE and VSE The BRLMs and the Syndicate Members The agreement to be entered into among the Bank and the Syndicate, in relation to the collection of Bids in this Issue Enam Securities Private Limited, JM Morgan Stanley Financial Services Private Limited, Kotak Securities Limited, Karvy Stock Broking Ltd. The slip or document issued by the Syndicate Members to the Bidder as proof of registration of the Bid Unique Identification Number The BRLMs and the Syndicate Members The agreement among the members of the Syndicate and the Bank to be entered into on or after the Pricing Date Description Asset Liability Management Asset Liability and Risk Management Committee Asset Reconstruction Company Automated Teller Machines Corporate and Institutional Banking Certified Associate of Indian Institute of Bankers Capital Adequacy Ratio Core Banking Solution Corporate Debt Restructuring Certified Information Systems Auditor Commercial Papers Capital to Risk weighted Assets Ratio Cash Reserve Ratio Electronic Clearing Services Electronic Funds Transfer Human Resources Human Resources Management System Indian Banks Association Information Technology
vi

Stock Exchanges Syndicate Syndicate Agreement Syndicate Members TRS or Transaction Registration Slip UIN Underwriters Underwriting Agreement

Technical and Industry Terms
Term ALM ALMC ARC ATMs C&IB CAIIB CAR CBS CDR CISA CPs CRAR CRR ECS EFT HR HRMS IBA IT

free reserves and capital reserves as reduced by equity investments in subsidiaries. It comprises paid-up capital and reserves consisting of any statutory reserves. investment fluctuation reserves and subordinated debt Value at Risk Tier II Bonds Tier I capital Tier II capital VaR vii . hybrid debt capital instruments (which combine certain features of both equity and debt securities).Abbreviation ISDN KYC Norms FCNR Account FCNR(B) LC LFAR NEFT NFS NPA NRNR OBU OTS p.0%). PIN RoNW RTGS SFMS SGL SLBC SLR SME Spread Full Form International Subscribers Dial-up Network Know Your Customer norms as stipulated by the Reserve Bank of India Foreign Currency Non-Resident Account Foreign Currency Non.a. revaluation reserves (at a discount of 55.Resident (Banks) Letters of Credit Long Form Audit Report National Electronic Funds Transfer National Financial Switch Non-performing Asset Non-Resident Non Repatriable Offshore Banking Unit One Time Settlement Per annum Personal Identification Number Return on Net Worth Real Time Gross Settlement Structured Financial Messaging System Subsidiary General Ledger State Level Bankers’ Committee Statutory Liquidity Ratio Small and Medium Enterprises Spread represents the difference between the yield on the fortnightly average of interest earning assets and the cost of the fortnightly average of interest bearing liabilities Unsecured subordinated bonds issued by the Bank for Tier II capital adequacy purposes The core capital of a bank. and losses in the current period and those brought forward from the previous period The undisclosed reserves and cumulative perpetual preference shares.25% of risk weighted assets). intangible assets. general provisions and loss reserves (allowed up to a maximum of 1. which provides the most permanent and readily available support against unexpected losses.

1996. as amended from time to time Generally accepted accounting principles in India The Indian Penal Code. and the regulations framed thereunder Foreign Exchange Regulation Act. as amended from time to time A depository participant as defined under the Depositories Act Debt Recovery Tribunal(s) Export Credit Guarantee Corporation of India Limited Earnings Per Share Foreign Exchange Dealer’s Association of India Foreign Exchange Management Act. Act Indian GAAP Indian Penal Code MF/MFs MoF NABARD viii . 1973 Federation of Indian Chambers of Commerce and Industry Foreign Institutional Investor (as defined under Foreign Exchange Management (Transfer or Issue of Security by a Person Resident outside India) Regulations. 1961. as amended from time to time. as amended from time to time A body corporate registered under the SEBI (Depositories and Participant) Regulations. 1999. as amended from time to time Credit Rating Information Services of India Limited The Depositories Act. 1996.BANK OF BARODA Abbreviation VSAT Full Form Very Small Apperture Terminal Description Accounting Standards as issued by the Institute of Chartered Accountants of India Assessment Year Bombay Stock Exchange Limited Compounded Annual Growth Rate Central Depository Services (India) Limited The Companies Act. 1860 Mutual Funds Ministry of Finance. 1956.T. Government of India National Bank for Agricultural and Rural Development Conventional/General Terms Term AS AY BSE CAGR CDSL Companies Act CRISIL Depositories Act Depository Depository Participant DRT ECGC EPS FEDAI FEMA FERA FICCI FII Financial Year /fiscal year/ FY/ fiscal GIR Number Government/ GoI HUF I. 2000) registered with SEBI under applicable laws in India Period of twelve months ended March 31 of that particular year. unless otherwise stated General Index Registry Number The Government of India Hindu Undivided Family The Income Tax Act.

unincorporated organization. joint venture. who is a citizen of India or a Person of Indian Origin and shall have the same meaning as ascribed to such term in the Foreign Exchange Management (Transfer or Issue of Security by a Person Resident Outside India) Regulations. partnership. as amended from time to time Regional Rural Bank Securities Contracts (Regulation) Rules. society or other corporate body owned directly or indirectly to the extent of at least 60% by NRIs.Abbreviation Nationalised Bank Scheme NAV NBFCs Non-Resident NRE Account NRI/Non-Resident Indian Full Form The Nationalised Banks (Management and Miscellaneous Provisions) Scheme. corporation. including instructions and clarifications issued by SEBI from time to time NRO Account NSDL NSE OCB/ Overseas Corporate Body P/E Ratio PAN Person/Persons PIO/ Person of Indian Origin PSU RBI Reserve Bank of India Act/ RBI Act RRB SCRR SEBI SEBI Guidelines ix . company. OCBs are not permitted to invest in this Issue Price/Earnings Ratio Permanent Account Number Any individual. including overseas trusts in which not less than 60% of beneficial interest is irrevocably held by NRIs directly or indirectly as defined under Foreign Exchange Management (Deposit) Regulations. sole proprietorship. 2000 issued by SEBI on January 27. as the context requires Shall have the same meaning as is ascribed to such term in the Foreign Exchange Management (Investment in Firm or Proprietary Concern in India) Regulations. 1934. 2000. 1970 notified under Section 9 of the Bank Acquisition Act Net Asset Value Non-Banking Finance Companies Non-Resident is a Person resident outside India. body corporate. as amended. partnership. limited liability company. 1957. as defined under FEMA and includes a Non-Resident Indian Non-Resident External Account A Person resident outside India. 2000. or trust or any other entity or organization validly constituted and/or incorporated in the jurisdiction in which it exists and operates. unincorporated association. as amended from time to time The Securities and Exchange Board of India constituted under the SEBI Act. 1992 SEBI (Disclosure and Investor Protection) Guidelines. 2000 Public Sector Undertaking The Reserve Bank of India The Reserve Bank of India Act. 2000 Non-Resident Ordinary Account National Securities Depository Limited National Stock Exchange of India Limited A company.

BANK OF BARODA Abbreviation SEBI Takeover Regulations SIDBI TDS U.S. GAAP VRS VSE Full Form Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeover) Regulations. 1997. as amended from time to time Small Industries Development Bank of India Tax Deducted at Source Generally accepted accounting principles in the United States of America Voluntary Retirement Scheme The Vadodara Stock Exchange Limited x .

S. All references to “Rupees” or “Rs. it has not been independently verified.CERTAIN CONVENTIONS. The statistical and operational data in this Red Herring Prospectus is presented on an unconsolidated basis. For definitions. industry data used throughout this Red Herring Prospectus has been obtained from RBI publications. the official currency of the United Kingdom. All references to “U. All references to “India” contained in this Red Herring Prospectus are to the Republic of India. All references to “GBP” are to United Kingdom Pound Sterling. please see the section titled “Definitions and Abbreviations” on page i of this Red Herring Prospectus. There are significant differences between Indian GAAP and U. any discrepancies in any table between the total and the sums of the amounts listed are due to rounding-off. the official currency of the Republic of India. Unless stated otherwise. xi .$” or “U. so all references to a particular fiscal year are to the twelve-month period ended March 31 of that year. GAAP. the official currency of the United States of America. Industry publications generally state that the information contained in those publications has been obtained from sources believed to be reliable but that their accuracy and completeness are not guaranteed and their reliability cannot be assured.S. the financial data in this Red Herring Prospectus is derived from our financial statements prepared in accordance with Indian GAAP and included in this Red Herring Prospectus. The Bank has not attempted to explain those differences or quantify their impact on the financial data included herein. Any reliance by Persons not familiar with Indian accounting practices on the financial disclosures presented in this Red Herring Prospectus should accordingly be limited. the degree to which the Indian GAAP financial statements included in this Red Herring Prospectus will provide meaningful information is entirely dependent on the reader’s level of familiarity with Indian accounting practices. USE OF MARKET DATA Unless stated otherwise.S. Dollars” are to United States Dollars.” are to Indian Rupees. and the Bank urges you to consult your own advisors regarding such differences and their impact on our financial data. Although the Bank believes that industry data used in this Red Herring Prospectus is reliable. In this Red Herring Prospectus. accordingly. Our fiscal year commences on April 1 and ends on March 31 of each year.

The occurrence of natural disasters or calamities affecting the areas in which we have operations or outstanding credit. “will continue”. “objective”. Important factors that could cause actual results to differ materially from our expectations include. “seek to”. even if the underlying assumptions do not come to fruition. In accordance with SEBI requirements. Potential mergers. Performance of the agricultural. The Bank. growth and expansion plans and technological initiatives. “project”. “future”. the Bank and the BRLMs will ensure that investors in India are informed of material developments until such time as the grant of listing and trading permission by the Stock Exchanges in respect of the Equity Shares allotted in this Issue. and do not intend to. For further discussion of factors that could cause our actual results to differ. As a result. including laws that impact our ability to enforce our collaterals. xii . Changes in political conditions in India. Changes in laws and regulations that apply to banks in India. Changes in the value of the Rupee and other currencies. “will likely result”. “believe”. retail and industrial sectors in India. “plan”. see the section titled “Risk Factors” beginning on page xiii of this Red Herring Prospectus. the members of the Syndicate and their respective affiliates do not have any obligation to. advances and investments. uncertainties and assumptions that could cause actual results to differ materially from those contemplated by the relevant forward-looking statement. All forward-looking statements are subject to risks. “will pursue” and similar expressions or variations of such expressions that are “forward-looking statements”. “intend”. “estimate”. Rate of growth of our deposits. “aim”. “should”. actual future gains or losses could materially differ from those that have been estimated. “expect”.BANK OF BARODA FORWARD-LOOKING STATEMENTS We have included statements in this Red Herring Prospectus that contain words or phrases such as “will”. By their nature. “contemplate”. among others: General economic and business conditions in India and other countries. update or otherwise revise any statements reflecting circumstances arising after the date hereof or to reflect the occurrence of underlying events. Our ability to successfully implement our strategy. acquisitions or restructurings. certain market risk disclosures are only estimates and could be materially different from what actually occurs in the future. Changes in Indian or international interest rates and their impact on our financial results. and Changes in the foreign exchange control regulations in India. “anticipate”. “goal”.

42.25%. For futher details please see the sections “Criminal Cases . 2005. An increase in interest rates also may adversely affect the rate of growth of important sectors of the Indian economy such as the corporate. The difference could result in an increase in interest expense relative to interest income leading to a reduction in net interest income.08% of our domestic investments in the “Held for Trading” category.00% to 5. If the following risks occur. Our results of operations depend to a great extent on our net interest income.75% of our interest income and 39. we had 0. Yields on these investments. domestic and international economic and political conditions and other factors.58% in the “Held to Maturity” category and 57. retail and agricultural sectors. results of operations and financial condition could suffer.34% in the “Available for Sale” category. unless otherwise noted.Cases against the Bank – Outstanding Litigation and Material Developments” and “Securities Related Offences . To obtain a complete understanding of our Bank. net interest income represented 45. Internal Risk Factors and Risks Relating to our Business Criminal Cases and violation of Securities Law There are 15 criminal cases and three security related cases that have been filed against the Bank and/or its officers. Accordingly. as well as yields on our other interest earning assets. which may adversely impact our business. and volatility in interest rates and other market conditions could adversely impact our business and financial results.RISK FACTORS An investment in the Equity Shares involves a degree of risk. All of the financial data presented in this section is based on our Bank’s standalone restated financial statements included in this Red Herring Prospectus or on the data reported to RBI on the dates indicated. volatility in interest rates could adversely affect our business and financial performance. the reverse repo rate (which is the overnight rate at which commercial banks place funds with RBI) was raised from 5. 36. Volatility and changes in market interest rates could affect the interest we earn on our assets differently from the interest we pay on our liabilities. our business. before making an investment in our Equity Shares. Under the regulations of RBI. are dependent to a large extent on interest rates. especially if the increase was sudden or sharp. In the first six months of fiscal 2006. As on Sepetmber 30.Cases against the Bank – Outstanding Litigation and Material Developments” on pages 298 and 301 of the Red Herring Prospectus respectively. deregulation of the financial sector in India.0% (Statutory Liquidity Ratio). including the risks and uncertainties described below. 2005. we could be adversely affected by the decline in the market value of our government securities portfolio and other fixed income securities and may be required to further provide for depreciation in the “Available for Sale” and “Held for Trading” categories. In a rising interest rate environment.85% of our total domestic investments were in these securities. You should carefully consider all the information in this Red Herring Prospectus. xiii . including RBI’s monetary policy. As of September 30. you should read this section in conjunction with the sections entitled “Business” beginning on page 46 of this Red Herring Prospectus and “Management’s Discussion and Analysis of Financial Condition and Results of Operations on an Unconsolidated Basis” beginning on page 259 of this Red Herring Prospectus and “Management’s Discussion and Analysis of Financial Condition and Results of Operations on a Consolidated (Unrestated) Basis” beginning on page 279 of this Red Herring Prospectus as well as the other financial and statistical information contained in this Red Herring Prospectus. On October 25.64% of our total income. 2005. currently 25. of our net demand and time liabilities in government or other approved securities with RBI.21% of our net demand and time liabilities and 79. Interest rates are sensitive to many factors beyond our control. and the price of our Equity Shares and the value of your investment in our Equity Shares could decline. we are required to maintain a minimum specified percentage.

39%. 2005. We have substantial activity in agriculture and other priority sectors and our business could be adversely affected by market and other factors. on both a stand-alone as well as a consolidated basis. This compares with 16. 2005. of our net bank credit. 2005.26% and the ratio of our small-scale industry gross non-performing assets to total small-scale industry advances was 13. We intend to grow our income from this sector by offering new products and services and by cross-selling to our customers. Our dedicated retail banking department started operations from October 1. respectively. Although we believe that our agricultural loans are adequately collateralised. 27. economic difficulties owing to various factors. Compliance with a wide range of foreign laws.96%. or other events and conditions may adversely impact these priority sectors and our business and the level of our non-performing assets. We may be unable to sustain the growth rate of our retail banking business. retail loans represented 17. Between March 31. 2004 and March 31. including: Cost structures and cultural and language factors. associated with managing and coordinating our international operations. such as uncertain monsoons or other weather conditions. In addition to India.81%.BANK OF BARODA Our international operations and our planned international expansion may pose complex management issues and tax. labour and tax laws.31%. We have achieved significant growth in our retail loan business in India in recent years. the directed lending norms of RBI require that every bank should extend at least 40% of its net bank credit to priority sectors. 2003.87% of our net bank credit. 13. reductions in price supports. our Bank and its Subsidiaries have an international presence in 19 other countries with 59 branches and offices.74% in fiscal 2004 respectively.830 million. 2005. on a consolidated basis rising from 14. which impact these sectors. categorized as “priority sectors”. including immigration. xiv . In addition. In fiscal 2005. compared with our overall ratio of non-performing assets to total domestic advances of 7. We anticipate growing the international operations of our Bank and its Subsidiaries into the future and if we do not successfully manage these risks now and in the future.78% and 7. As of September 30. the percentage of our priority sector gross nonperforming assets to total priority sector advances was 9. our retail advances grew at a CAGR of 53.70% of our total outstanding domestic credit as of March 31. changes in government policy. natural calamities.34%. The international operations of our Bank and its Subsidiaries are subject to inherent risks.28% of our total business (deposits plus advances) and total income. we cannot assure you that our retail portfolio will continue to grow at the rates we have recently experienced. As of September 30.50% and 8. which varies from country to country.128 million to Rs. respectively. from Rs. 63. and loans to agricultural and small-scale industry borrowers constituted 14. As of the last reporting Friday of Septemeber 2005. could be adversely affected. March 31. Our present business strategy reflects continued focus on further growth in this sector. We have substantial exposure to loans and advances to agriculture and small-scale industries. Compliance with a wide range of Indian laws and regulations which impact our international operations. our results of operations and financial condition.96% and 10.26% of our total outstanding domestic credit. 2005. legal. Our Bank and its Subsidiaries offer a variety of banking services. 2002. the international operations of our Bank and its Subsidiaries contributed 15. the percentage of our agricultural gross non-performing assets to total agricultural advances was 8. Restrictions on repatriation of profits and capital in some cases. While we anticipate continued demand in this area. 2003 and March 31.33%. respectively. As of September 30. priority sector credit constituted 40. and Exchange rate volatility. foreign exchange and other risks.47% and 9.

adverse fluctuations in interest and exchange rates or adverse changes in Government policies. housing development authorities and state governments) and which in the aggregate constituted 45. 10 million.77% of our total exposure and 19. Our exposure to our largest borrower group (excluding food credit) as of September 30. a recession in the Indian economy including specific industries to which we are exposed. representing 6. Our exposure to our largest single borrower (excluding food credit) as of September 30. in particular. Our internal policies limit our credit exposure to any particular industry to 10% of global credit of the Bank as at the end of the previous quarter except for the real estate and infrastructure sectors where the limit is 20%.19% of our aggregate funded credit exposure to these industries in respect of accounts larger than Rs. our total exposure was Rs.90 million. 665. In addition. representing 1. Our sub-investment grade borrowers.50 million as of September 30. we have recently started distributing non-life insurance (i.60% of our rated domestic standard advances were to borrowers that we rate as below safety grade under our internal rating system. respectively. 6.41% of our total exposure as of September 30. 10 million. increased competition..77% of our total exposure and 19. However. could be especially vulnerable if economic conditions worsen or economic growth rates were to slow. our business and financial condition may be adversely affected. As of September 30.982. Our total exposure includes outstanding funded exposure and non-funded exposure (sanctioned limits or outstanding..30% of our gross advances.45 % of our net advances. 5. 33.36% of our gross credit exposure as of March 31. and engineering industries (including both direct and indirect lending to corporate borrowers. 32. We have concentrations of loans to certain customers and to certain groups of customers and credit losses from these customers or groups could adversely affect our business and financial condition. which could adversely affect our business and financial condition. Our gross non-performing assets were Rs. 2005 and September 30. If we are not able to reduce the level of non-performing assets. We intend to diversify our products and services. 2005 accounted for approximately 1. iron and steel. 2005.e.94% of our total fund based domestic exposures in respect of accounts larger than Rs. As of September 30. our ability to continue to reduce or contain the level of our gross and net non-performing assets may be affected by number of factors that are beyond our control.13% of our net advances.g. Financial difficulties in these industries could adversely affect our business and financial condition. The new products that we may develop and sell may not be profitable and are subject to startup risks and as well as general risks and costs associated with the respective businesses. textile. 2005.We face challenges in our new businesses. upgradation of non-performing assets to “performing” categories and additional provisioning. representing 1. 2005.36% of our capital funds. As of September 30.74% of our rated domestic standard advances were to borrowers that we rate as being in the moderate safety grade (BBB) and 12.349. and Rs. and Rs. laws or regulations. chemicals and dyes. 2005.196. We determine our industry-wise exposures by aggregating our fund based exposures within each industry. Our net non-performing assets were Rs. whichever is higher for both). representing 7. 2005. 9. For example. decreases in agricultural production.60 million as of September 30.472. 2005. 2005. 2005. We intend to enter into the life insurance business. declines in commodity and food grain prices. particularly in retail banking. our five largest industry exposures were the infrastructure. As of September 30. the expansion of our business may also cause the level of our non-performing assets to increase.34% of our gross advances. We have been able to reduce our net non-performing assets through recoveries.10 million as of March 31. approximately xv . 2005. our Subsidiaries or our joint ventures to take balance sheet risk in these areas. 2005 accounted for approximately 1. Selling our own products may require us. The top five industries that are not related to food accounted for 23. e.37% of our capital funds (comprising Tier I and Tier II capital as defined in Indian banking regulations). Our exposure to our 10 largest borrowers in the aggregate accounted for approximately 14.218.56% and 26. Credit losses on these large borrowers and group exposures could adversely affect our business and financial condition. Our aggregate funded domestic exposure to the top five borrowers in these industries together represented 38. 2005. property and casualty) policies of third parties.40 million as of March 31.

The guidelines envisage that for debt amounts of Rs. Most of our funding requirements are met through short-term and medium-term funding sources. Therefore. engineering .085. As of September 30.51 million.6. which may be time consuming. financial difficulties in these industries could increase our level of non-performing assets and adversely affect our business and financial condition. 2005. exchange rates. 2005. 84. Problems in the roll-out of our Core Banking Solution and implementing our technology enabled business transformation project could adversely affect our ability to expand our products and services across our branch network. 2005.10.59 million and doubtful assets were Rs.53 million. 8. out of which standard assets were Rs. chemical and dyes . creating a potential for funding mismatches. respectively. As of September 30. Although our loan portfolio contains loans to a wide variety of businesses. Our treasury operations are vulnerable to changes in interest rates.45%. As of September 30. In situations where we own 25% or less of the debt of a borrower. a stable source of funding.25%.801.72% of our gross industrial sector non-performing asset portfolio was concentrated in the following industries: textiles .78% of our funding consisted of deposits of which 32. In particular. and 57. However. equity prices and other factors.97 million. and metals . inventory. and in some cases.30% of our total funds comprised of term deposits. a substantial portion of our customer deposits have been rolled over on maturity and have been. In addition.40%. if interest rates rise. our liquidity position and business could be adversely affected. the RBI has set forth guidelines on Corporate Debt Restructuring (“CDR”). We could be subject to volatility in income from our treasury operations that could adversely impact our financial results. other current assets. respectively. plant and machinery.42% of our total income in the six months ended September 30. A portion of our assets have long-term maturities. These industries together constituted 24. 2005.459. As of September 30.81% of our total income in fiscal 2004 and fiscal 2005. 2005. or write-off portions of outstanding amounts.19.BANK OF BARODA 60.66% of net advances were secured by tangible assets. 9. which could have an adverse effect on our business and our ability to grow.55% and 49. 52. We are in the process of implementing our Core Banking Solution (“CBS”) and we are commencing the implementation of our technology enabled business transformation project. such as properties. If we are unable to maintain or increase our base of low-cost deposits. receivables and other current assets. charges on fixed assets and financial assets.62%. receivables. which may result in failure to recover the expected value of the collateral. 1. 72. sub-standard assets were Rs. the total amount of loan assets under CDR was Rs. we may not be able to realize the full value of securities in all cases. 10 million as of September 30. in the event that a substantial number of our depositors do not roll over deposited funds on maturity. to reduce interest rates. 147.54% and 52. Our treasury operations contributed 54. These two information technology initiatives will allow us to xvi .48% consisted of current deposits and savings deposits. lenders holding greater than 75% of such debt can decide to restructure the debt and such a decision would be binding on the remaining lenders. we could be forced to agree to restructuring of debt. our business could be adversely affected. in preference to foreclosure of security or a one-time settlement.53% of our total funded credit exposure to accounts larger than Rs. including pledge/hypothecation of inventories. primarily in the form of deposits. We take collateral for a large proportion of our loans. our overall cost of funds could increase. over time. Any decrease in our income from our treasury operations could adversely affect our business if we cannot offset the same by increasing returns on our loan assets. Our funding is primarily through short-term and medium-term deposits and if depositors do not roll over deposited funds on maturity or if we are unable to continue to increase our deposits. 2004 and the six months ended September 30. the valuation of our portfolio may be impaired. Foreclosure of such securities generally requires court or tribunal intervention that may cause delay leading to deterioration in the quality and value of such securities. 200 million and above. We may experience delays in enforcing our collateral when borrowers default on their obligations to us.24. such as marketable securities. In our experience. 2005.

Our contingent liabilities could adversely affect our financial condition. For other computerised branches. We seek to protect our computer systems and network infrastructure from physical break-ins as well as security breaches and other disruptive problems.89 million. 376. A significant failure in security measures could have an adverse effect on our business. Our current disaster recovery site for our Treasury operations is located at Hyderabad and a system of periodic intra-day back-up of data on the disaster recovery site has been put in place. If we are unable to successfully roll-out the CBS across our branch network or implement our technology enabled business transformation project. or the occurrence of calamities such as earthquakes. we will need to maintain a minimum capital adequacy ratio. In order to sustain our growth.74 million. If these contingent liabilities materialize. our financial condition and results of operations could be adversely affected. Our principal delivery channels include our branches and ATMs. There is no assurance that we will be able to access the capital markets when necessary to do so. We must maintain this minimum capital adequacy level to support our continuous growth.79 % on September 30.99 million.136. we have only recently fully or partially computerized the operations of all of our branches and we may experience difficulties in adapting to these technologies. Any failure in our systems. In addition. conduct periodic penetration testing for identification and assessment of potential vulnerabilities and use encryption technology for transmitting and storing critical data such as passwords. tsunamis and cyclones that affect areas in which we have a significant presence. these systems may not guarantee prevention of frauds. we have implemented local offsite storage of back-up media.913. endorsements and other obligations of Rs. Contingent liabilities arising out of the ordinary course of business include liability on account of outstanding forward exchange contracts of Rs. break-ins. damage and failure. In addition. 43.198.0% in relation to our total risk-weighted assets. xvii . we had contingent liabilities not provided for amounting to Rs. it will be difficult for us to expand our products and services across our branch network. 2005. we have contingent liabilities on account of claims against us not acknowledged as debts of Rs.164. The implementation of the Basel II capital adequacy standards could result in a decline in our capital adequacy ratio. To address these issues and to minimise the risk of security breaches we employ security systems. could affect our operations and the quality of our customer service. including firewalls and intrusion detection systems.increase interconnectivity among our branches and are required for us to provide many of the products and services we have introduced. As of September 30. guarantees given on behalf of customers of Rs. We are also in the process of establishing a comprehensive disaster recovery site in Hyderabad as part of our technology enabled business transformation project once the CBS is implemented. For further details please refer to section titled “Outstanding Litigation and Material Developments” beginning on page 297 of this Red Herring Prospectus.80 million and acceptances. 36.545. 8. Significant security breaches in our computer systems and network infrastructure and fraud could adversely impact our business. System failures and calamities could adversely impact our business. 2005. These concerns will intensify with our increased use of technology and Internet-based resources. particularly those utilized for our retail products and services and transaction banking. Our ability to support and grow our business could be limited by a declining capital adequacy ratio if we are unable to or have difficulty accessing the capital markets. 196. Our capital adequacy ratio was 12.46 million. RBI requires a minimum capital adequacy ratio of 9. fully or partly. Computer break-ins and power disruptions could affect the security of information stored in and transmitted through these computer systems and networks. However.

according to which 25. guarantees.00% of our net demand and time liabilities in a current account with RBI. we earn interest at rates (currently at 3. alleged wrongful refusal to sanction certain facilities. inter alia. recovery of money. These banks were relatively small when compared to us. There are 454 cases filed against us relating to consumer disputes in relation to. We are not aware of any discussions regarding any other institutions merging with our Bank.03 million. We do not earn interest on 3. 135 million. we may be more exposed structurally to interest rate risk than banks in many other countries. On the remaining cash reserves held with RBI. if determined against us. acquire new service or product offerings or enhance our technical capabilities. and refusal to release fixed deposit receipts/title deeds pledged as security. Our future acquisitions or investments may not necessarily contribute to our profitability and may. issuing money against forged cheques. RBI may require us to undertake mergers that have an adverse impact on our financial condition and results of operations. including high levels of NPAs.00% of the 5.10 million. We are involved in a number of legal proceedings that. negligence. in which the aggregate amount claimed is Rs. has the power to require that we undertake similar mergers in the future regardless of the impact the merger may have on our financial condition and results of operations. There were three cases that were filed against us in relation to the violation of the erstwhile FERA involving an amount of Rs. There are 15 criminal cases against us. could have a material adverse impact on us. 4. etc.00% cash reserves maintained with RBI.94 million or more. There are 294 civil cases filed against us for disputes relating to interest imposed. respectively.BANK OF BARODA We are required to maintain cash reserve and statutory liquidity ratios and increases in these requirements could adversely affect our business. xviii ..809. In June 2004 and June 2002. The amount of damages cannot be accurately estimated. We may undertake mergers or acquisitions that may pose management and integration challenges. In addition. The RBI. we are subject to a cash reserve ratio requirement under which we are currently required to keep 5. our liabilities are subject to a statutory liquidity ratio requirement. letters of credit. however. require us to assume operational and financial problems of the acquired entity. in some cases. Increases in cash reserve ratio and statutory liquidity ratio requirements could adversely affect our business and financial performance. There are three cases in relation to security related offences that have been filed against the Bank involving Rs.00% of our net demand and time liabilities need to be invested in GoI securities and other approved securities. RBI may increase the cash reserve ratio requirement as a monetary policy measure. There are 560 suits/writ petitions filed by employees/ex-employees pending against us and the total amount claimed by the plaintiffs in these cases is approximately Rs. 13.5% per annum) that are less than those for our retail and corporate loan portfolio. Under RBI regulations. These mergers did not have a material impact on our results of operation or financial condition. As a result of the statutory reserve requirements imposed by RBI. We may make acquisitions and investments to expand our customer base. the RBI exercised its powers under section 45 of the Banking Regulation Act and required that South Gujarat Local Area Bank and Benares State Bank Limited merge with us. We also could experience difficulty in combining operations and cultures and may not realise the anticipated synergies or efficiencies from such transactions. The total amount claimed against us in these cases is Rs.40 million. 5. 113. under RBI regulations.

which if determined against us could have a material adverse impact on us.196 million as of November 30. shall be entitled to exercise voting rights in respect of shares held by them in excess of 1% of the total voting rights of all of our shareholders. We are involved in a number of income tax. other than the Government. This risk factor is for the information of investors and it does not in any way dilute the right of investors and our obligations. you will be subject to market risk from the date you pay for the Equity Shares to the date they are credited to your demat account. delayed submission of income tax by our branches and other tax disputes at our Uganda and Brussels branches. There are certain irregularities in title in relation to some of our leased/owned immovable properties. guest houses and residences are located which are either owned by us and in our possession or leased/licensed by us have one or more of the following irregularities in title. The Government will continue to hold a majority interest in our Bank following the Issue and will therefore be able to significantly affect the outcome of shareholder voting. there are five cases involving an amount of Rs. You can start trading the Equity Shares allotted to you only after they have been credited to your demat account. the Bank has paid the entire amount claimed by the Income Tax Department under protest. 33. We may be required to finance our growth through additional equity offerings. 236. Further.99 million relating to property tax. Consequently. For details please refer to the section titled “Outstanding Litigation and Material Developments . You will be subject to market risks until the Equity Shares are credited to your demat account. We may incur substantial liability if the courts rule against us in these cases. Under section 9 of the Bank Acquisition Act. Since our Equity Shares are currently traded on the Stock Exchanges. or that trading in the Equity Shares will commence. Any future issuance of our Equity Shares could dilute the holdings of investors in our Bank and could adversely affect the market price of our Equity Shares. There were 14 disputes relating to income tax and interest tax assessments in which the aggregate amount (excluding interest thereon) claimed against us was Rs. xix .81% of our outstanding Equity Shares and will be able to appoint nine directors out of a total 15 directors. we file cases from time to time against persons who are in default or are in breach of their obligations to us or attempt to adversely affect our interests. offices. the Government will continue to have a controlling interest in our Bank and will also be able to determine a majority of our Board of Directors. Some of the immovable properties where our branches. For details of these cases. Under the current regulations. the Government has the power to appoint directors on our Board.Apart from the cases filed against us. In cases where the Bank has filed an appeal. Further. Your holdings may be diluted by additional issuances of equity and any dilution may adversely affect the market price of our Equity Shares. In addition. failing which we are required to pay interest at 15% per annum for any delay beyond this period. there can be no assurance that the Equity Shares allocated to you will be credited to your demat account. 2005. 2005. we are required to credit your demat account within 15 days of the Bid/Issue Closing Date.Tax Cases” on page 308 of this Red Herring Prospectus. interest tax and certain other tax cases. Therefore. the Government will own at least 53. in a timely manner. After the completion of the Issue. please refer to the section titled “Outstanding Litigation and Material Developments” beginning on page 297 of this Red Herring Prospectus. We may incur liability if orders against us are passed in the said cases. the outcome of most proposals for corporate action requiring the approval of our Board of Directors or shareholders will be largely controlled by the Government. the Bank Acquisition Act limits the voting power of our shareholders by requiring that none of our shareholders. The information on the above cases is given as of November 30. including: We do not possess the title deeds to such properties.

BP. see the sections titled “Litigations against our Subsidiaries . resulting in fewer banks and financial institutions. In particular. 2005 and BOB Tanzania has incurred a loss of Rs. we may not be able to prohibit other persons from using the trademark. 1999 and Trade Mark Rules and has been allotted application number 1359836. Some of the banks with which we compete may be more flexible and better positioned to take advantage of market opportunities than us. larger branch networks and more capital than we do. Many of our competitors in India and internationally are large institutions. We are taking steps to expedite the filing and processing of TM-60 to obtain the No Objection Certificate from the Registrar to file the application for obtaining the registration under the Copyright Act. 2003 on Guidelines on the Compliance of Accounting Standards by Banks. We have applied for registration of our new logo as a trade mark under the provisions of the Trade Marks Act. both public and private sector. or Lease deeds have not been executed or have expired and have not been renewed. 193. The agreements to sell or conveyance deeds have not been registered in the land records. of the Red Herring Prospectus. rationalizing branches and recruiting employees through incentive-based compensation.Outstanding Litigation and Material Developments” beginning on page 314 and page 316. private banks in India and many of our competitors outside of India may have operational advantages in implementing new technologies. 1999 and the said application has been accepted under class 36. 2004 as per their standalone financial statements. no such disclosure has been made in this Red Herring Prospectus with respect to the RRBs in which we have an interest.018/2002-03 dated March 29. Outside of India we compete with local and foreign banks and financial institutions. maintained by the concerned Sub Registrar of Assurances. Risk relating to the non-registration of our new logo as a trademark. Further. we are not disclosing transactions with the RRBs in the audited accounts. respectively. External Risk Factors The Indian and global banking industry is very competitive and the ability of banks to grow depends on their ability to compete effectively. we compete with public and private sector Indian commercial banks as well as foreign commercial banks.36 million for the financial year ended March 31. Both the Indian and global financial sectors may experience further consolidation.BANK OF BARODA The conveyance deeds for transfer of property have not been executed and/or adequately stamped under relevant law. 89 /21.04. which may adversely affect our goodwill and business. Certain of our Subsidiaries have incurred losses in last three fiscal years.86 million for the financial year ended December 31. 2. The Government has also recently announced measures that would permit foreign banks to establish wholly-owned subsidiaries in India and invest up to 74% in Indian private sector banks.No. The related party disclosures in this document do not include transactions with the regional rural banks in which we have an interest. Litigation against our Subsidiaries and Associates There is some outstanding litigation against our Subsidiaries and Associates. Hence. 1957. which is likely to further xx . In India. as classified under the Trade Mark Act. BOB Caps has incurred a loss of Rs. BC. which may have much larger customer and deposit bases. all nationalized banks are exempt from disclosing the transactions with their Subsidiaries as well as the RRBs sponsored by them. Until such registration is granted.Outstanding Litigation and Material Developments” and “Litigations against our Associates . As per RBI circular number DBOD. For details of the same.

The Government is also actively encouraging banks and other financial institutions to significantly increase their lending to the agriculture sector. The Government has control over policy matters relating to RBI and has the power to caution or prohibit us from entering into any particular transaction or class of transactions. Therefore. We have to maintain assets in India equivalent to not less than 75% of our net demand and time liabilities in India. Certain restrictions on opening a new place of business and transferring an existing place of business require the approval of RBI. In addition. the report of our xxi . and include the following: We can increase our paid-up capital only with the consent of the Government and in consultation with RBI and the shareholding of the Government cannot go below 51% of the paid-up capital. No shareholder. including our Bank. our future financial performance. thus enabling consolidations between foreign banks and private sector banks. which in turn may restrict us from building overseas asset portfolios and exploiting overseas business opportunities. subject to guidelines that will be issued by RBI.increase competition in the Indian banking industry. by requiring a restructuring of our activities. These restrictions are different from those normally applying to shareholders of companies incorporated under the Companies Act. as well as to changes in regulation and government policies and accounting principles. our shareholders’ funds and the price of our equity shares. which will make this segment more competitive. banks are subject generally to changes in Indian law. RBI cautions all designated bank branches so as not to purchase any more equity shares in the respective bank on behalf of NRIs/ PIOs without prior approval of RBI. which is 2% below the overall limit of 20%. press notes and circulars that affect our operating flexibility and affect or restrict the rights of investors. It has recently been indicated in the press that the laws and regulations governing the banking sector could change in the near future and any such changes could adversely affect our business. In the first phase up to March 2009. foreign banks are permitted to convert existing branches into wholly owned subsidiaries or acquire shares in select Indian private sector banks that are identified by RBI for restructuring up to the limit of 74%. Banks in India are subject to detailed supervision and regulation by RBI. There are a number of restrictions under the Bank Acquisition Act. the Nationalised Bank Scheme and various RBI notifications. increasing costs or otherwise. other than the Government. and our future success will depend in large part on our ability to respond in an effective and timely manner to these competitive pressures. Banking is a heavily regulated industry and material changes in the regulations that govern us could adversely affect our business. which may hamper the operational flexibility of the Bank. There are no provisions for requiring us to send compulsory statutory reports to our shareholders prior to a general meeting of the shareholders and our shareholders do not have the right to approve our accounts. is entitled to exercise voting rights in respect of any shares held by him in excess of 1% of the total voting rights of all our shareholders. the Bank Regulations. In the second phase from April 2009. These competitive pressures affect the Indian and international banking industry as a whole. RBI has fixed a cut-off point at 18% for the purposes of effective monitoring. There are restrictions on payment of dividends and on rights relating to unclaimed dividends. foreign banks will be permitted to undertake merger and acquisition transactions with private sector banks within an overall investment limit of 74%. RBI has introduced a two-phase road map for allowing ownership of private banks in India by foreign banks. Once the aggregate net purchases of equity shares of the respective bank by FIIs/NRIs/PIOs reaches the cut-off point. we may face more competition from larger banks as a result of any such consolidation. Foreign investment is subject to an overall statutory limit of 20% of our paid up capital.

Our assets and customers are predominantly located in India. Industrial production increased by 9. growth in industrial and agricultural production in India has been variable. Its economic policies have had and could continue to have a significant effect on private sector entities. Adverse movements in foreign exchange rates may impact our business.5% in fiscal 2006. stated that it expects GDP growth to be 7. any slowdown in the growth of sectors like housing and automobiles could adversely impact our financial performance. in particular oil and steel prices. our future financial performance. However.0% in fiscal 2003. the credit risk of borrowers in India is higher than in more developed countries. Any change in the laws and regulations governing the banking sector in India may adversely affect our customerbase.6% during April-May 2005. especially individuals and small businesses. we are required by our listing agreements with the Stock Exchanges to send annual reports to our shareholders prior to our annual general meeting. our financial statements are denominated in Rupees while the functional currencies of the international operations of our Bank and the Subsidiaries are foreign currencies. any slowdown in the growth of the agricultural sector could also adversely impact our performance. The Government of India has traditionally exercised and continues to exercise a dominant influence over many aspects of the economy. we are exposed to the risks of the Indian financial system. This in turn could adversely affect our business and our future financial performance. our shareholders’ funds and the price of our Equity Shares. With the importance of retail loans to our business. Additionally.9% in fiscal 2005.5% in fiscal 2004 and 6. 6. India’s nationwide credit bureau is still developing. and other problems faced by Indian financial institutions. could adversely affect our borrowers and contractual counterparties.6% in fiscal 2004 and a 5. public sector entities including us. RBI in its Mid-term Review of its Annual Policy 2005-2006. In addition. Further. A slowdown in economic growth in India could cause our business to suffer. As an emerging market system. As a financial organization we are exposed to exchange rate risk. 8.3% for fiscal 2005. the Indian financial system faces risks of a nature and extent not typically faced in developed countries. Exchange rate fluctuations may have an impact on our financial performance. which may affect the quality of information available to us about the credit history of our borrowers. the financial performance of these international operations when translated into Rupees may from time to time be adversely impacted by exchange rate movements. Industrial growth was 8. Some co-operative banks have also faced serious financial and liquidity crises. We are exposed to certain risks of the Indian financial system and could be impacted by the financial difficulties of other financial institutions in India. Accordingly.BANK OF BARODA Board of Directors on our activities for the period covered by the accounts and the auditors’ report on our accounts.5% in fiscal 2004 and 4.1% in fiscal 2005 compared with 9.) Any slowdown in the Indian economy or volatility in global commodity prices. our revenues and our profitability. Agricultural production grew by 1.2% in fiscal 2003. The problems faced by individual Indian financial institutions and any instability in or difficulties faced by the Indian financial system generally could create adverse market perception about Indian financial institutions and banks. Rights of minority shareholders statutorily available in the case of a company incorporated under the Companies Act are not available to our shareholders. given the importance of the agricultural sector to our business. 2005-2006. However.2% decline in fiscal 2003. As an Indian bank. which in turn may be affected by financial difficulties. (Source: RBI First Quarter Review. The Indian economy has shown sustained growth over the last few years with GDP growing at 6. A significant change in the Government of India’s economic liberalization and deregulation policies could disrupt our business and cause the price of our Equity Shares to decline. Certain Indian financial institutions have experienced difficulties during recent years. and on market xxii .

our future financial performance and the price of our Equity Shares.2%. xxiii . adversely affecting our business and the price of our Equity Shares. Any downgrading of India’s debt rating by an international rating agency could have a negative impact on our business. Such incidents could also create a greater perception that investment in Indian companies involves a higher degree of risk and could have an adverse impact on our business and the price of our Equity Shares. The extent and severity of these natural disasters determines their impact on the Indian economy. the agricultural sector recorded a negative growth of 5. including our Equity Shares. make travel and other services more difficult and ultimately adversely affect our business. This could have a material adverse effect on our business and future financial performance. The monsoon in 2005 resulted in floods in a number of rural and urban areas and had an adverse impact on agriculture in certain parts of the country. a tsunami. as a result of drought conditions in the country during fiscal 2003. Terrorist attacks and other acts of violence or war. Although the governments of India and Pakistan have recently been engaged in conciliatory efforts. These acts may also result in a loss of business confidence. may negatively affect the Indian markets where our Equity Shares trade and also adversely affect the worldwide financial markets. Further prolonged spells of abnormal rainfall or other natural calamities could have a negative impact on the Indian economy. any deterioration in relations between India and Pakistan might result in investor concern about stability in the region. Any significant change in the Government’s policies or any political instability in India could adversely affect business and economic conditions in India and could also adversely affect our business. India has also witnessed civil disturbances in recent years and it is possible that future civil unrest as well as other adverse social. is headed by the Indian National Congress and is a coalition of several political parties.conditions and prices of Indian securities. The present Government. For example. Terrorist attacks. which was formed after the Indian parliamentary elections in April-May 2004. economic and political events in India could have an adverse impact on us. Any adverse revisions to India’s credit ratings for domestic and international debt by international rating agencies may adversely impact our ability to raise additional financing and the interest rates and other commercial terms at which such additional financing is available. floods and drought in the past few years. India has experienced natural calamities such as earthquakes. Natural calamities could have a negative impact on the Indian economy and cause our business to suffer. and the price of our Equity Shares. civil unrest and other acts of violence or war involving India and other countries could adversely affect the financial markets and our business. which could adversely affect the price of our Equity Shares. our ability to obtain financing for capital expenditures.

For details see “Government Approvals” on page 327 of this Red Herring Prospectus.33 per Equity Share (on a stand-alone basis). All information shall be made available by the BRLMs and us to the public and investors at large and no selective or additional information would be available for a section of the investors in any manner whatsoever. Investors are advised to refer to the section titled “Basis for Issue Price” on page 26 of this Red Herring Prospectus. 57. Refer to the notes to our financial statements relating to related party transactions in the section titled “Related Party Transactions” on page 155 of this Red Herring Prospectus. The book value per Equity Share as of September 30. None of our Directors are interested in any advances/facilities that have been provided by us. The Issue comprises Net Issue to the public of 63. Eligible Employees and Non–Institutional Bidders. xxiv .1 million Equity Shares. Retail Individual Bidders. allotment would be made on a proportionate basis to Qualified Institutional Bidders. Public issue of up to 71 million Equity Shares for cash at a price of Rs. information or clarifications pertaining to the Issue.38 million. 2005 was Rs. before making an investment. 2005.577. For details of the same. We are in discussions with RBI in respect of observations made by RBI in their reports for prior periods. Investors may contact the BRLMs for any complaints. Investors should note that in case of oversubscription in the Issue. The reports of RBI are strictly confidential.90 million Equity Shares and a reservation for Eligible Employees of up to 7. RBI does not permit disclosure of its inspection report. please refer to the section titled “Our Management–Interests of Directors” on page 127 of this Red Herring Prospectus. was Rs. 196.BANK OF BARODA Notes to Risk Factors: RBI conducts regular inspections of banking companies under the provisions of the Banking Regulation Act. Please refer to the section titled “Issue Information–Other Instructions–Basis of Allotment” on page 367 of this Red Herring Prospectus. [ ] million. There are certain approvals and registrations for which we have made applications for grants/renewals. Net worth of our Bank as of September 30. [ ] per Equity Share aggregating Rs.

38 million.844.41 million and our net worth was Rs. the Bank and its Subsidiaries maintain an international presence in 19 countries across the globe.81%. We provide commercial banking products and services to corporate customers. We provide a wide range of corporate financial services. our subsidiary BOB Caps provides a full range of appraisal and merchant banking services. term loans and advances for the acquisition. which has a strong agricultural base and developing industrial base. investments. 943. construction or improvement of assets.28% of our total business (deposits plus advances) and total income.78% and 7. unless otherwise stated. We offer a variety of banking services through our international network. 1. Our head office is in Baroda and our corporate office is in Mumbai.59 million. we were the first public sector bank to obtain a corporate governance rating. 2005. loans and advances.83%. Kenya established in 1953. 2005. Today. we had assets of Rs. project finance and cash management. business financial services. in fiscal 2004. The markets integrated by our treasury operations are domestic money. Moody’s have given us a financial strength rating of ‘D(FSR)’ and a rating of ‘Ba2’ for long term deposits. At September 30. retail financial services. and our strategy is to emphasize retail banking. SITB enables 1 . Our deposit products. As of September 30. Our business involves six main business areas: corporate financial services. respectively. global treasury. we had 2. have been derived from our restated. and FITCH. we have an international presence in 19 countries with 59 branches and offices.694 branches in India spread over 27 states and five union territories. retail loans.556. We also offer fee-based services such as cash management and remittance services. which varies from country to country. ICRA. We had our initial public offering in 1996 at which time the shareholding of the Government of India was diluted to 66. We provide business financial services to small and medium sized enterprises as well as to commercial enterprises.170 people serving over 25 million customers. and were assigned a rating of “CGR-2” from ICRA. our international operations contributed 15. international operations. including mid-sized and small businesses and government entities. short-term corporate loans. We are one of the largest retail banks in India in terms of number of customers. We have a diverse shareholder base. stand-alone financial statements included in the Red Herring Prospectus. We have a wide network of branches across India. Our branch network is strong in the industrially developed states of Gujarat and Maharashtra as well as in the state of Uttar Pradesh. This wide range of services allows us to also develop personalised banking solutions for individual business customers. and we believe Government support to the Bank is regarded favourably by the general public. 57. In addition.SUMMARY The financial figures used in this section.74%. Our international operations have a considerable history with our first overseas branch in Mombassa. 2005. respectively. working capital finance. stand-alone Audit Reports for the relevant years and our reporting to RBI. and rural financial services. as on date. Our domestic treasury operations are integrated through our Specialized Integrated Treasury Branch (SITB). We were established in 1908 in Baroda as a private bank and following nationalization became a wholly-owned Government bank in 1969. and we are well positioned to offer retail customers convenient and accessible banking services. demonstrating the high quality of our corporate governance. 2005.013. on a consolidated basis rising from 14. We have been profitable continuously and have a consistent record of paying dividends to our shareholders. Business Overview We are one of India’s leading commercial banks. foreign exchange and derivatives. 53. Our services include deposits. In fiscal 2005. we had a work force of over 39. In addition. In addition. which gives us diversity of business and a wide customer reach. As of September 30. We maintain the highest credit rating for both our short-term and long-term borrowings from the rating agencies: CRISIL.47% and 9. At March 31.06 million and our net worth was Rs. which reflects a stable outlook. Our products include various deposits.577. the Government of India’s shareholding will be reduced to 53. we had assets of Rs. depositary services and debit cards cater to the financial needs of all our customers.479. on a consolidated basis. After this Issue.

our Indian branch network comprised 1. 2005.412 11. we believe that our Core Banking Solution will be commenced in more than 1.444 40.561 5.832 During the period from April 2005 to September 2005.252 78. number of branches or Subsidairies. 2005 Countries(1) Number Deposits Advances (Rs.087 643. Nassau and Dubai. extension counters.556 27.223 As at March 31. We plan to roll-out our Core Banking Solution in 125 branches in fiscal 2006.644 110.912 Advances (Rs. as at March 31. With this technology platform. all our overseas and treasury operations are fully computerised.463 Advances (Rs.858 5. As of November 30.866 709. in million 110.700 Deposits (Rs. all banking services will be available to our customers through multiple service channels and on an “anytime anywhere” basis. 2004 Type Countries(1) Number Deposits Advances (Rs. 2005: Domestic As at March 31.121 424.371 35.800 12. Our rural financial services include the provision of special offerings that extend credit facilities to small and marginal farmers.320 As at September 30. in million) 38 16 54 86. 2005 Number of branches 482 25 256 692 977 262 2.035 39. in million 45.809 4.922 Advances (Rs. 2005 Number of branches 483 25 255 692 984 261 2.283 167. We deliver our products and services through our extensive branch network.484 84.013 335.692 Deposits (Rs.100 66.763 340.223 91. In addition to our domestic operations.081 376. 2005: International As at March 31. deposits and advances for our domestic operations as at March 31.209 10. 2005 Countries(1) Number Deposits Advances (Rs. 2004 Geographic Distribution Northern India North-Eastern India Eastern India Central India Western India Southern India Total Number of branches 479 25 250 693 984 261 2. phone banking and the Internet. We have launched a major technology enabled business transformation project throughout our organisation.694 Deposits (Rs.313 85. in million) 10 7 16 39 17 121. in million 73. The following table gives the region-wise summary of our number of branches.943 Branches Subsidiaries Total (1) 10 6 15 5 6 134.900 branches in India and all branches abroad.720 6.414 70. 2004 and 2005 and September 30. New York.147 132. all of which are either fully or partially computerised.153 28. as applicable. the total of the countries is one less than the sum of our country branches and Subsidiaries. we have treasury operations in several global financial centres including London.588 227.420 119.155 66. 493 urban and 493 metropolitan branches. in million 58.BANK OF BARODA us to leverage arbitrage opportunities and ensure better risk management and compliance.388 739.324 4. in million) 10 7 16 38 17 55 103. BOB UK.455 As at September 30.525 As at March 31.720 65.847 1. deposits and advances. 2004 and 2005 and September 30.610 51. 2 .840 115. in million 131.900 47. Brussels. we have consolidated our branch operations on account of which the operations of 15 of our branches were merged with other branches.909 50.714 45. 541 semi-urban. agricultural labourers and cottage industry entrepreneurs.170 rural.174 201.511 96.639 23. The following table sets forth our Bank’s and its Subsidiaries’ international operations by number of countries.775 42.836 5.953 54.889 2.350 312. in million 140. which we are in the process of integrating as part of our Core Banking Solution.113 In the UK we have a presence through branches as well as through our subsidiary.883 2. ATMs.055 310. We have also maintained our focus on addressing the needs of priority sector customers and offer specialized products and services to these sectors. In addition. Therefore.453 60. Mauritius. Subsequently.

Through competitive pricing. one of our Associates. merchant banking and other capital market activities. global treasury. Thailand. 2005. Our aim is that all our branches and offices be brought under our private network in order to provide our customers with total customer centricity and service their needs on an “anywhere anytime” basis across the globe. In addition. human resources management system and cheque truncation system. Our organizational changes include creating separate internal departments for product development. BOB AMC . we had representative offices in three other countries. We have entered into an agreement with HP to assist us in delivering a uniform. to 8 p. core banking. Indo-Zambia Bank Limited is in Zambia.In addition to our branches and Subsidiaries. syndications and correspondent 3 . we also plan to increase our share of non-funded and fee based business such as project appraisals. loan syndications. The infrastructure will allow us to realign the way in which we interact with our employees and conduct business with our customers and business partners. Internet banking. As its financial statements are not consolidated with our Bank’s.Primary dealership. phone banking. guarantees and letters of credit. along with our representative offices. with particular emphasis on the following strategies. It will also enable us to be compliant with Basel II norms within the prescribed time limit whilst fulfilling the requirements of regulators in various jurisdictions. marketing and credit expansion and establishing a project finance department. we have an international presence in 19 countries. portal-based IT infrastructure to cover both our domestic and international operations. BOB Caps . we have commenced a comprehensive technology enabled business transformation project. providing value added services on ATMs and introducing low cost rural ATMs. As part of our strategy to provide our customers with the best on-demand service. Grow our international operations We have maintained an international presence for the past 52 years and we intend to continue to grow our global operations. we do not include it for the purposes of calculating our international operations. Business Strategy We intend to enhance our position as a cost efficient and customer focused institution that provides comprehensive banking and related services. In addition to commercial banking operations. risk and performance management. remittances.. On August 9. computerisation and interconnectivity of our branches. Our additional customer service initiatives include providing customer services at certain branches from 8 a. call centre. allow us to focus on asset creation and to develop cross border business by providing trade and project finance. as at September 30. enterprise general ledger. ATMs and other delivery channels. Implement new initiatives to accomplish total customer centricity We continue to implement new information technology and other initiatives to provide total customer centricity and have made advances in the networking.Housing finance. Our international branches. Therefore.Asset management. Our operational changes include moving large corporate accounts to dedicated corporate finance services branches and sanctioning of hunting limits (pre-approved credit limits) for top rated corporations. we opened our representative office in Bangkok. operating select 24-hour branches.Credit card. structured products and wealth management services and.m. financial analysis and planning. 2005. We believe this will help us to compete and excel in the increasingly challenging and competitive domestic and global banking environments. debt refinancings. Through this project we will implement and manage an enterprise-wide service-oriented architecture including. our foll0wing Subsidiaries are also in the following businesses: (i) (ii) (iii) (iv) BOBCARDS . data warehousing.m. Focus on marketing our credit products to large and medium sized industrial units and infrastructure projects We have initiated operational and organizational structure changes to accelerate our credit growth to large and medium sized industrial units and infrastructure projects. and BOB Housing . among others. Subsidiaries and Associate are focused on providing retail banking. delivery channel integration. customer relationship management.

It is one of the largest producers of milk. both current and savings. We have identified over 500 of our rural branches to target consumers for intensive farm credit lending.92% of our funding as of March 31. our low cost deposits constituted 38. Canada. which are complementary to our existing product and service lines such as life insurance and stock broking.7% of export earnings. Entering new areas businesses. We see increased potential for credit deployment in agricultural export zones throughout the country. constituted 36. establishing specialist personal banking. and launching product focused campaigns. We will continue to look for attractive opportunities to expand our international reach and grow our business outside India. Another aspect of our strategy is to further strengthen our ties with the agricultural community as well as related manufacturers. In addition. 2005. Our low cost deposits. as well as this Issue. Approximately 23.45% of our total deposits as of that date. In particular. may also make strategic acquisitions. including ATMs and internet banking. in some cases. and we have also initiated a special scheme for financing the purchase of second hand farming equipment. India has large unexploited land resources and a variety of agro-climatic zones. launching new products and services. Continue growing our retail banking business We have identified the growth of our retail banking sector as a priority business initiative for the past few years. We have a nationwide presence in the agriculture and small-scale industry sectors. . We also intend to promote the cross selling of our own and third party products in order to augment our fee based revenue. 4 . Baroda Moneyplexes (dedicated retail product cells) and housing finance branch locations. 2005. Maldives and an OBU at Singapore. Hong Kong. 63. We believe we can enlarge our low-cost funding base by leveraging our extensive branch network and large customer base. 2005. vegetables and fruits. We have received approval from the RBI and are awaiting host country approval for the opening of branches in Houston (USA). 2005. Bangladesh. Sri Lanka and Trinidad and Tobago and Isle of Man. In addition. Strengthen our priority sector banking business We believe that priority sectors (including agriculture and small-scale industry) offer large and potentially profitable growth opportunities. Our retail loans have grown from Rs.830 million as at March 31.711 branches in rural and semi-urban centres and we intend to maintain and enhance our position as one of the leading banks for agricultural lending in India. with total deposits representing 85. 27. As of September 30. Our total deposits represented 84. For example.0% of India’s GDP is derived from agriculture. reflecting a CAGR of 53. We recently opened a branch in Leicester in the United Kingdom and a representative office in Bangkok in Thailand. 2003 to Rs. we believe that there is potential to generate additional revenue growth by focusing on higher value added products and by enhancing cross-selling across our different distribution channels. we are focused on the retail rural section emphasizing low interest savings deposits. We have already intensified our focus on this sector by simplifying our current processes. developing our distribution channels. RBI approvals have been received for the opening of new offices in. and improving customer service. We intend to develop these businesses by entering into joint ventures and alliances with leading product and service suppliers and.128 million as at March 31. particularly in the rural areas where many of the deposits are low-cost savings deposits. we have entered tie-ups with eight tractor manufacturing companies to promote investment credit. Building our corporate image and our “Bank of Baroda” brand We intend to continue to enhance our brand recognition in the marketplace through our brand building efforts. will enhance the visibility of our brand name and strengthen our recognition as a premier Indian bank. The industry supports approximately two-thirds of India’s population and accounts for 14. We intend to further expand our agriculture and small-scale industry sector banking activities by establishing more small scale industry branches. alliances and strategic acquisitions We intend to expand into new lines of business. cereals. We believe that these initiatives. New Zealand.32% of our total deposits. Reduce cost of funds We have achieved a low overall cost of funds through a large base of low-cost deposits.78% of our funds as of that date. appointing a brand ambassador. As of Novembeer 30. Our dedicated retail banking department was established in October 2002. we are looking to grow our global loan syndication business through our dedicated syndication center located in our London branch. We have undertaken various communication and promotional initiatives such as developing and introducing our new logo. Increasing the sale of high margin products such as insurance products and selling our depository services will also increase our fee-based revenue. we have 1.39%.BANK OF BARODA banking services.

..... Use of proceeds by the Bank ....000 Equity Shares (allocation on proportionate basis) 293...................265....................000 Equity Shares At least 63............. of which: Available for Mutual Funds . For Eligible Employees...000..000 Equity Shares (allocation on proportionate basis) At least 22.400 Equity Shares See the section titled “Objects of the Issue” on page 25 of this Red Herring Prospectus..........000 Equity Shares (allocation on proportionate basis) Up to 1...........000 Equity Shares Up to 7. Net Issue ......265...585....100....................900...... of which: Employee Reservation Portion* ................... Retail Portion .THE ISSUE Equity Shares issued by the Bank ............................597.............000 Equity Shares Up to 31..400 Equity Shares 364.......... 5 ..............352.......500 Equity Shares (allocation on proportionate basis) Up to 30.....365..... of which QIB Portion ........950............................................... * 71................ Balance for all QIBs including Mutual Funds ............................. Non-Institutional Portion .........................500 Equity Shares (allocation on proportionate basis) At least 9......................................... Equity Shares outstanding prior to the Issue .............................. Equity Shares outstanding after the Issue .................. The Issue structure mentioned above is subject to the condition that Non-Resident shareholding in the post Issue paid up share capital of our Bank shall not exceed 20%.............

51 1.930.632.89 40.032.28 3.672.76 17.737.06 38.75 650.306.555.4 1.289.49 1.1 1.128.20 (1.479.24 23.508.16 16.24 77.470.04 1.28 14.01 1.863.941.80 0.00 27.4 2.05 4.21 1.86 14.38 18.27 1.48 30.65 2. Building & other assets (Net) Profit on exchange transaction (Net) 2.26 12.052.5 2 2.977. Exchange Brokerage Profit on sale of investments (Net) Profit on revaluation of investments (Net) Profit on sale of land.34 38.68 1. No.39 69.72 6 .50 21.78 47.27) 59.973.18 29.99 930.702.174.75 471.16 2002 Audited Financial Year ended March 31.5 Interest Earned Interest & Discount on advances / bills Income on Investment Interest on balance with RBI and other Inter Bank Lending Interest on Income Tax Others OTHER INCOME Commission.441.399.64 868.483.64 34.52 14.14 141.765.809.152.237.46 187.28 521.00 0.99 5.42 29.037.00 0.487.2 1.15 1.1 1.91 37.27 486.17 6.592. 2003 2004 2005 Limited review Half-Year ended Sep-04 Sep-05 14.932.558.054.195.43 39.00 11. from Subsidiaries/companies/ Joint Ventures in India Miscellaneous Income 1.19 50.02 268.64 303.07 5.695.14 64.620.702.148.82 33.758.056.7 TOTAL INCOME B EXPENDITURE 1 1.75 4.71 1.84 1.183.209.027.00 0.540.019.3 2.636.55 30.931.51 99.61 1.302.54 719.69 6.62 1.321.76 1.83 33.03 753.98 17.314.81 1.71 630.062.2 1.444.382.47 424.6 Income earned by way of dividends.354.19 0.78 2.43 1.754.06 3.50 0.75 189.47 35.752.538.26 6.46 32.677.268.77 2.83 78.50 64.48 10.47 0.02 35.84 57.39 7.09 1.303.32 1.49 61.97 912.344.70 1.65 1.85 73.110.53 2.60 38.594.889.855.2 2.617.190.486.573.53 7.27 140.28 29.1 2.753.97 1.06 1.54 1.761.30 0.44 13.413.20 30.97 2.3 1.15 63.02 3.57 114.66 3.51 29.17 9.38 60.153.BANK OF BARODA SELECTED FINANCIAL INFORMATION SUMMARY STATEMENT OF PROFIT AND LOSS RESTATED ON AN UNCONSOLIDATED BASIS (Rs.647.82 0.695.83 1.042.00 1.382. in million) Sr.596.18 0.660. etc.231.3 Interest Expended Interest on Deposits Interest on RBI/ Inter-Bank borrowings Others 38.521.01 414.53 3.362.38 867.69 1.175.662.00 0. 2001 A INCOME 1 1.16 16.048.008.315.351.93 17.425.91 1.62 1.889.09 681.69 28.288.975.13 110.

Taxes & Lighting Printing and Stationery Advertisement and publicity Depreciation on Banks Properties (net of amounts adjusted against revaluation reserve) 2.605.376.95 156.01 2.15 9.364.731.498.98 11.768.418.25 87.36 2002 15.525.851.73 57.9 Director’s Fees.45 137.71 53.40 0.464.88 287.11 Insurance 2. 2003 16.669.42 23.09 10.59 214.78 207.11 401.484.063.807.329.32 74. Allowances & Expenses Auditor’s Fees & Expenses Law Charges Postage.87 54.91 4.643.459.627.77 426.5 Operating Expenses Payment to & provision for employees Rent.417.394.6 2.95 88.23 184.24 0.61 264.84 9.42 2.57 2.218.160.74 2.49 1.54 5.91 113.64 2004 18.44 792.44 361.77 4.00 4.509.61 181.56 157.90 23.646.911.50 10.71 4.768.86 4.40 4.45 124.86 13.67 179.87 0.852.828.166.03 1.59 54.64 102.34 1.41 7.053.69 886. in million) Sr.87 5.45 62.160.04 3.41 94.62 26.680.05 56.40 139.523.91 97.862.520.84 0.673.7 2.2 2.13 Sep-05 11.343.00 9.18 110.078.94 874. 2.96 8.74 13.426.41 7.4 2.98 167.1 2.385.67 634.536.59 772. 2.06 50.561.075.192.64 1.22 1.23 124.497.48 912.54 383.86 7 .33 1.02 284.22 11.00 94.79 15.62 2.78 323.394.857.633.789.12 104.34 Audited Financial Year ended March 31.96 0.99 779.94 6.475.842.11 Limited review Half-Year ended Sep-04 9.346.96 14.62 5.03 12.57 7.00 7.821.29 29.09 2005 19.14 11. 2001 2.51 45.77 6.3 2.659.26 24.09 0.25 305.430.285.61 102.17 1. Telephones etc.08 190.48 83.322.866.487.85 173.31 128.387.11 755.669.8 2.17 1.27 5.93 1.03 9.631.20 7.60 1.00 0.00 5.271.627.82 1.00 3.SUMMARY STATEMENT OF PROFIT AND LOSS RESTATED (Rs.65 241.21 416.10 95.66 2.00 6. No.29 191.24 3.59 420. Telegrams.88 339.019.84 56.874.52 1.977.15 16.14 5.87 3.376.88 1.063.56 103.11 5.457.70 818.76 304.40 11.00 5.57 394.092.86 1.10 Repairs & Maintenance 2.810.12 Other Expenditure TOTAL EXPENDITURE Operating Profit (before Provision & Contingencies) Less: Provisions & Contingencies (Other than Provision for Tax) Profit Before Tax Provision for Tax Net Profit after tax Add: Amount transferred from Investment Fluctuation Reserve Net Profit for the Year/ half-year ended as per Financial Statements 5.078.562.60 184.58 17.

00 3.00 0.55 1.380.00 3.00 5.24 0.92 1.83 527.10 0.22 3.00 0.BANK OF BARODA SUMMARY STATEMENT OF PROFIT AND LOSS RESTATED (Rs.659.00 Audited Financial Year ended March 31.76 188.00 11.00 151.862.00 789.323.30 75.00 0.96 288.098.417.84 2. 2002 2003 2004 2005 Limited review Half-Year ended Sep-04 Sep-05 Tax on Dividend Transfer to : Unallocated Profit TOTAL Break up of Miscellaneous Income (*) Incidental charges Recovery in bad debts written off Others Total Miscellaneous Income (*) Items listed here are generally of recurring nature.212.148.82 2.652.820.85 28.68 1.70 4.00 3.14 240.364.849.627.063.00 0.09 682.74 1.27 760.00 0.24 0.71 3.00 521.20 687.392.27 15. No.538.932.00 0.00 0.00 0.37 2.82 0.20 9.014.851.00 4.768.32 8 .322.00 0.64 8. Break-up of provisions and contingencies Provision for Non Performing Advances Floating Provision for NPAs (in addition to norms) Provision for Standard Advances Depreciation on Investments Provision for Restructured Standard Accounts Others Provision & Contingencies (other than provision for tax) Provisions for income tax TOTAL 4.00 0.768.00 262.41 589.00 0.42 186.866.977.00 2.42 7.00 0.669.00 1.96 950.37) 365.00 1184.401.81 322.00 120.61 583.88 938.57 2.20 (164.50 690.41 867.15 15.71 1.349.06) 5.60 0.00 160.77 16.107.79 5.828.00 0.31 1.288.413.69 377.892.486.79 1.70 0.62 0.77 5.85 879.51) 3.00 70.02 5.119.34 753.00 0.83 0.48 1.702.026.00 1.078.00 2.42 244.77 0.40 1.184.01 112.95 82.91 419.95 4.00 0.183.376.911.50 25.12 759.75 0.96 1.00 0.84 881.80 (604.715.00 0.71 9.14 7.750.00 370.26 1.00 0.00 9.00 4.00 0.03 14.10 0.69 64.182.063.71 0.00 6.94 4.79 0.62 6.86 0.56 48.39 592.57 855.96 1.04 0.218.00 536. in million) Sr.59 68.49 5.23 0.91 346.13 4.42) 86.42 5.523.57 512.20 96.293.50 429.23 42.45 (135.758.497.105.160.16 64.718.42 2.00 1.00 5.50 831.00 0.00 5.561.00 0.50 0.34 52.00 141.24 1.00 91.87 816.00 7. 2001 APPROPRIATIONS TRANSFER TO a) b) c) i) ii) iii) d) i) ii) Statutory Reserve Capital Reserve Revenue and Other Reserves Investment Fluctuation Reserve General Reserve Statutory Reserve (Foreign) Dividend (including Dividend Tax) Interim Dividend Proposed Dividend 0.79 590.160.15 951.09 4.43 1.250.20 100.692.15 622.45 203.387.200.520.28 1.88 2.23 (1.00 0.04 1.184.

09 64.694.978.346.60 706.798.154.42 417.339.206.531.79 37.000.506.69 40.191.09 3.32 6.334.793.751.38 539.60 17.85 4.364.405.15 26.311.926.83 2.514.565.835.050.765.969.07 22.99 358.141.769.48 12.68 20.19 30.64 786.84 374.339.332.14 77.44 25.68 32.00 19.044.08 430.664.621.35 360.266.773.965.32 514.857.437.74 434.76 33.SUMMARY STATEMENT OF ASSETS AND LIABILITIES AS RESTATED (Rs.94 6.From Banks .19 274.016.58 22.00 799.767.867.37 64.08 29.60 37.056.455.368.534.Outside India TOTAL 6 Advances .848.973.505.00 955.717.53 2.608.09 14.37 6.20 2.54 31.000.478.468.88 40.921.22 13.851.660.43 382.047.477.71 489.547.58 197. DTA TOTAL .973.32 8.926.10 356.56 38.60 6.331.84 62.82 32.44 19.62 6.240.66 380.72 8.545.120.818.527.663.844.764.48 40.73 380.49 22.98 34.099.265.343.93 760.07 198.319.940.308.492.21 31.968.31 847.339.290.548.87 281.62 33.53 29.144.12 35.a577.914.00 52.040.35 12.37 64.14 184. 2003 2004 2005 Limited review Half-Year ended Sep-04 Sep-05 943.87 11.354.313.51 9 5.89 3.867.759.48 3.22 29.65 729.79 29.24 813.53 6.972.486.Outside India 7 Fixed Assets Less: Revaluation Reserve Net Fixed Assets 8 Other Assets Less Deferred Tax Asset (DTA) Other Assets excl.353.85 15.88 18.684.83 121.74 15.28 8.64 663.545.94 45.039.54 21.41 890.480.69 2.286.53 33.17 29.302.34 6.82 289.152.44 19.91 5.629.191.000.77 140.38 45.233.67 9.391.06 12.659.40 1013.12 13.796.360.444.12 31.713.72 37.From Others 2 3 4 Saving Deposits Term Deposits from Banks Term Deposits from Others BORROWINGS .150.77 234.11 4.74 2.88 218.429.75 26.89 30.635.152.00 720.00 8.11 4.923.27 37.64 5.76 27.16 846.09 377.74 8.35 164.516.27 58.07 .In India .52 51.367.777.474.104.09 2.103.51 40.657.068.588.34 238.020.374.35 6.27 23.434.673.240.95 27.608.33 4.802.54 301.Outside India 5 6 (C) Other Liabilities and Provisions Subordinate Debts TOTAL .89 32.029.34 249.744.007.678.502.494.21 42.65 4.946.41 908.283.78 43.571.09 26.57 75.59 4.020.849.63 39.652.55 6.618.527.298.479.285.75 11.93 55.470.08 370.25 16.492.51 3.45 42.817.32 348.03 2.63 283.200.20 56.90 84.367.20 1.28 215.950.In India .133.754.41 40.85 40.18 405.188.10 54.74 12.Outside India 4 5 Money at call and Short notice Investment .608.659.27 4.510.13 3.In India .914.10 15.16 9.23 30.67 73.823.43 4.065.732.28 24.42 28.00 599.81 6.558.66 434.31 38.178.580.744.68 57.920.82 618.61 907.29 18.625.41 401.916.(A) (B) 1 LIABILITIES DEPOSITS Demand Deposits .00 53.851.000. 2001 (A) 1 2 3 ASSETS Cash in Hand Balance with RBI Balance with Banks .870.83 855.93 948.556.025.479.06 8.61 30.863.83 353.10 8.741.194.74 300.69 16.679.448.253.76 8.42 47.77 46.740.70 5.70 36.20 356.In India . No.693.362.00 670.21 4.280.21 481.82 291.34 484.(B) NET WORTH (C=A-B) 4.12 861.520.17 630.470.45 6.355.430.31 6.404.000.16 2002 Audited As At March 31.70 2. in million) Sr.14 6.408.890.253.91 23.973.194.95 12.940.06 227.741.41 17.19 21.700.914.40 10.91 26.21 6.524.34 336.003.00 4.56 334.629.645.359.90 3.462.000.008.47 11.360.706.495.464.47 491.874.081.523.027.

352.39 2. 2002 2003 2004 Limited review Half-Year ended Sep-04 Sep-05 2005 10 .523.75 1.39 62.513.62 514.534.92 2.46 21.59 2.064.93 1.545.91 25.72 8.956.66 48.78 2.65 3.407.37 4.BANK OF BARODA SUMMARY STATEMENT OF ASSETS AND LIABILITIES AS RESTATED (Rs.748.643.945.572.27 Audited As At March 31.44 17.23 2.24 367.42 2.84 43.41 50.55 10.32 21.732.09 44.81 149.11 35.195.93 13.521.76 35.714.739.07 9.89 30.764.568.02 244.348.62 44.71 196.39 2.945.18 133.092.65 376.492.136.160.43 907.276.00 8.00 7.387.367.040.913.55 430.37 2.652.732.25 27.94 12.492.25 35.387.64 10.251.24 176.98 2.30 14.867.363.77 414.781.851.80 761.619.599.83 58.739.468.183.59 5.00 303.48 7.36 8.373.926.672.39 2.32 10.689.34 2.62 2.11 2.10 57.545.85 38.373.39 2.72 3.25 1.739.618.387.577.896.425.21 49.161.44 13.330.(F) NET WORTH (D+E+F) (G) Contingent Liabilities 1 2 3 Claims against the Bank not acknowledged as debt Liability for partly paid investments Liability on account of outstanding forward exchange contracts 4 Guarantees given on behalf of constituents: in India Outside India 5 6 Acceptances.35 1.41 1.44 12.798.281.989.48 385.071.425.83 12.293.074.922.943.478.216.29 2.14 8.102.367.43 19.360.674.31 53.27 32.13 26.063.618.14 30.81 12.64 47.283.400.081.16 36.02 3.966.675.44 17.65 7.68 37.632.134.826.317.273.74 2.23 54.022.281.09 7.272.34 2.25 1.27 2.62 15.977.479.44 10.103.94 19.640.99 263.463.23 40.56 14.06 50.425.081.04 11.506.35 88.58 39.95 2.62 10.448.929.764.310.428.31 14.44 13.38 2.945.389.37 6.90 7.47 223.99 20.199.338.11 7.332.27 2. in million) Sr.492.627.513.70 10.66 13.943.343.387.39 2.89 27.945.63 197.36 59.70 948.72 57.854.039.38 25.57 6.74 1. 2001 Represented by: (D) (E) (F) Share Capital Share Application Money RESERVES AND SURPLUS 1 2 3 4 5 6 7 8 Statutory Reserve Capital Reserve Revaluation Reserve Investment Fluctuation Reserve Revenue & Other Reserve Deferred Tax Reserve Balance of Profit & Loss Account Share Premium TOTAL Less: Revaluation Reserve Less Deferred Tax Asset (DTA) TOTAL .26 20.373.44 13.943.971.96 236.60 48.739.334.64 1.72 53.318.96 4.198.30 2.560.383.425.50 7.57 585.157. Endorsements & other Obligations Other items for which the Bank is contingently liable TOTAL .96 2.68 92.35 1.568.360.009.49 40.(G) Bills for collection 5. No.434.46 27.58 14.43 5.07 52.94 42.492.602.26 2.389.66 53.859.80 10.630.537.03 16.

Vinod Rai. RBI Nominee Director. 2652 2112 Fax: (91 22) 2652 3510 Email: dgm. For further details please refer to the section titled “Our Management” beginning on page 120 of this Red Herring Prospectus.K. Mumbai 400 051 Tel: (91 22) 5698 5559. 11 . Vadodara 390 006. Shareholder Director. Ramaswamy Iyer Assistant General Manager (Legal) Bank of Baroda Baroda Corporate Centre Bandra Kurla Complex C –26. A. 6.K. 4. 8. “G” Block Bandra (East). Pradip N. Dr. Suraj Plaza 1 Sayajigunj.C. Non-Workman Nominee Director. Masarrat Shahid.com Company Secretary Vinay A. Dharmendra Bhandari. Balasubramanian. Deepak Bhaskar Phatak. Shareholder Director.GENERAL INFORMATION Head Office of our Bank Bank of Baroda Baroda House. 9. India Tel: (91 265) 251 8715.K. Anil K. Shareholder Director. Khandelwal. and Dr. 5.ho@bankofbaroda. 10. Compliance Officer P.bcc@bankofbaroda. Mandvi. Vadodara 390 005 Tel: (91 265) 236 2225 Fax: (91 265) 236 2225 Email: investorcell. etc. credit of allotted shares in the respective beneficiary account. 3. 236 3001. Executive Director. 7.legal. Chairman and Managing Director.com Investors can contact the Compliance Officer in case of any pre-Issue or post Issue related problems such as non-receipt of letters of allotment. refund orders. 236 2225 Fax: (91 265) 236 2914 Board of Directors Our Board comprises: 1. Khandwalla. G. Shah Company Secretary Bank of Baroda Investors Services Department 4th Floor. Manesh P. GoI Nominee Director. T. 2. Sharma. Dr. Mahajan. Shareholder Director. GoI Nominee Director Dr. Mehta.

co. Shekhar Email: bob_fpo@ml. India Tel: (91 22) 2496 4455 Fax: (91 22) 2496 3666 Domestic Legal Counsel to the Underwriters AZB & Partners 23rd Floor. India Tel: (91 22) 5639 6880 Fax: (91 22) 5639 6888 International Legal Counsel to the Underwriters Dorsey and Whitney LLP 21 Wilson Street London.com DSP Merill Lynch Limited Mafatlal Centre.enam.com HSBC Securities and Capital Markets (India) Private Ltd.hsbc.jmmorganstanley.com Website: www. Maker Tower – E Cuffe Parade Mumbai 400 005. 10th Floor Nariman Point Mumbai 400 021.com 12 . Shroff & Co. Mumbai – 400 021. India Tel: (91 22) 2262 1071 Fax: (91 22) 2262 1187 Contact Person: N.com JM Morgan Stanley Private Limited 141. Express Towers Nariman Point.com Website: www.in Karvy Investor Services Limited Karvy House. India Tel: (91 22) 2218 9166 Fax: (91 22) 2218 8332 Contact Person: Debasis Panigrahi Email: bob. Peninsula Chambers Peninsula Corporate Park Ganpatrao Kadam Marg.com Website: www.com Website: www. Prashanth Kumar Email: mbd@karvy.R. 5th Floor. India Tel: (91 22) 5638 1800 Fax: (91 22) 2284 6824 Contact Person: Dharmesh Tejani Email: bobwg@enam.com Enam Financial Consultants Private Limited 801.in Website: www. Dalamal Towers Nariman Point Mumbai 400 021. 46 Avenue 4 Street No.co. Banjara Hills Hyderabad 500 034.com Website: www. India Tel: (91 40) 2332 0251 Fax: (91 40) 2337 4714 Contact Person: T. India Tel: (91 22) 5630 3554 Fax: (91 22) 2288 1586 Contact Person: Utkarsh Katkoria Email: bankofbaroda@jmmorganstanley. India Tel: (91 22) 2268 1284 Fax: (91 22) 2263 1984 Contact Person: Smita Nair Email: bobpo@hsbc.karvy.sbicaps.BANK OF BARODA Legal Advisors to the Issue Domestic Legal Counsel to the Bank Amarchand & Mangaldas & Suresh A. England EC2M 2TD Tel: +44 (20) 7588 0800 Fax: +44 (20) 7588 0555 Book Running Lead Managers SBI Capital Markets Limited 202.dspml. 52/60 Mahatma Gandhi Road Fort Mumbai 400 001. Maker Chambers III Nariman Point Mumbai-400 021. 1. Lower Parel Mumbai 400 013. S.fpo@sbicaps.

karvy.bobcapitalmarkets. Road. Maker Chambers III Nariman Point Mumbai-400 021. 1 Banjara Hills. Mumbai-400 001 Tel.com Syndicate Members Enam Securities Private Limited D. Mumbai-400 021 Tel: (91 22) 5634 1100 Fax: (91 22) 5630 3927 Contact Person: Ulhas Sawant Email: Ulhas.co.: (91 22) 5638 1800 Fax. 1 Banjara Hills Hyderabad 500 034 Tel: (91 40) 2331 2454 Fax: (91 40) 2331 1968 Contact Person: Murali Krishna M. 9th Floor.400 018 Tel. Street No.Rajabahadur Compound Ambalal Doshi Marg Fort.: (91 22) 2490 0314 Email: bob@yesbank. Nariman Point. Mumbai.com Website: www. 229 Nariman Point Mumbai 400 021.com Karvy Stock Broking Limited 46 Avenue 4.com Website: www. Sridhar Email: mbd@karvy.kotak. Fort Mumbai – 400 001. Dharamshi Email: bobcaps@mtnl.: (91 22) 5630 3401 Fax: (91 22) 5630 1689 Contact Person: Deepak Vaidya Email: Deepak. Email: bobfpo@karvy.B. 299.net. Tel: (91 22) 2284 4892 Fax: (91 22) 2284 5208 Contact Person: N.Managers Yes Bank Limited Nehru Centre. Discovery of India Building.: (91 22) 2284 6824 Contact Person: M. Street No.Kotak Mahindra Capital Company Limited 3rd Floor. Bakhtawar. Hyderabad 500 034 Tel: (91 40) 2337 4714.com Co.fpo@kotak. India Tel. K.: (91 22) 5669 9000 Fax.in Website: www. A. Brelvi Road.com 13 . Worli.com Kotak Securities Limited 1st Floor. Natarajan Email: bobwg@enam.Sawant@kotak. Fax: (91 40) 2331 1968 Contact Person: K. Dr. India Tel: (91 22) 5634 1100 Fax: (91 22) 2284 0492 Contact Person: Purnima Swaminathan Email: bob.karvy. Bakhtawar.com Website: www.in Website: www.com JM Morgan Stanley Financial Services Private Limited 141.com Registrar to the Issue Karvy Computershare Private Limited 46 Avenue 4. A. S.vaidya@jmmorganstanley.yesbank. Nobel Chambers (Vatsa House) 20-C/D.in Contact Person: Dhanraaj Uchil Advisors to the Issue BOB Capital Markets Limited Ground Floor.

Chartered Accountants 4th Floor. Basu & Co. Tel: (91 22) 2265 4239 Fax: (91 22) 2265 4256 Email : gpk@bom5.BANK OF BARODA Auditors M/s T.Chadha & Co.R.com 14 . Tel: (91 512) 231 1380 Fax : (91 512) 230 4487 Email : bcj-knp@yahoo.B. Hamam House Ambalal Doshi Marg Fountain.K Road Alwarpet Chennai 600 018 Tel: (91 44) 2499 2155 Fax: (91 44) 2467 0343 Email: svco@vsnl.net. T.com M/s G.com Banker to the Issue and Escrow Collection Bank Bank of Baroda Sheel Chambers Premises Cawasji Patal Street. Chartered Accountants 16/77 A Civil Lines Kanpur 208 001. No.vsnl. Fort Mumbai . Venkatram & Co.com M/s B.com M/s Ray & Ray Chartered Accountants P.com M/s G.T. Tel: (91 33) 2248 4920 Fax: (91 33) 2248 0547 Email: raynray@vsnl. 706 6 – Church Lane Kolkota 700 001. Chartered Accountant Basu House 3. Chartered Accountants B-30 Connaught Place Kuthiala Building New Delhi 110 001 Tel: (91 11) 2332 9659 Fax: (91 11) 2332 6833 Email: trcnd@vsnl.400 001 Tel: (91 22) 2287 0717 Fax: (91 22) 2204 5063 Email : sirpmr@bankofbaroda.P. Kapadia & Co. Chowringhee Approach Kolkota 700 072 Tel: (91 33) 2212 6253 Fax: (91 33) 2212 7476 Email: gbasuco@rediffmail. Fort Mumbai 400 001. Jain & Co.C.in M/s S. Chartered Accountants 218.

DSPML. Kotak. Finalize media. Kotak. Advertising Agency. Roadshow marketing presentation: Finalise the list and division of investors for one on one meetings. marketing and public relation strategy. Karvy Investor and HSBC SBICAP. Karvy Investor and HSBC Enam . Responsibility SBICAP. Enam. Enam. Enam. Enam. etc. inter alia. Drafting and design of offer document and of statutory advertisement including memorandum containing salient features of the Prospectus. Karvy Investor and HSBC SBICAP. JMMS. Kotak. and Banker to the Issue SBICAP SBICAP. Registrar. Kotak. Prospectus and deciding on the quantum of the Issue material 15 SBICAP. Kotak. DSPML. brochure. JMMS. Karvy Investor and HSBC Kotak International institutional marketing strategy: Finalise the list and division of investors for one on one meetings.Statement of Inter Se Allocation of Responsibilities for the Issue The following table sets forth the distribution of responsibility and coordination for various activities amongst the BRLMs: Activities Capital structuring with the relative components and formalities such as type of instruments. Enam. etc. Drafting and approval of all publicity material other than statutory advertisement as mentioned above including corporate advertisement. Karvy Investor and HSBC JMMS Retail/Non-institutional marketing strategy which will cover. DSPML. Finalize centers for holding conferences for brokers. The BRLMs shall ensure compliance with stipulated requirements and completion of prescribed formalities with the Stock Exchanges and SEBI including finalisation of the Prospectus and filing with the Stock Exchanges. Appointment of other Intermediaries: (a) (b) (c) (d) Printers. Follow-up on distribution of publicity and Issue material including form. Enam. Karvy Investor and HSBC Co-ordinator SBICAP Due diligence of the Bank’s operations/ management/ business plans/ legal. DSPML. Finalize collection centers. DSPML. institutional allocation SBICAP. Karvy Investor and HSBC Karvy (a) (b) (c) (d) Printer: JMMS Registrar: HSBC Advertising Agency: Karvy Banker to the Issue: Kotak Domestic institutions/banks/mutual funds marketing strategy. institutional allocation SBICAP. JMMS. DSPML. etc. JMMS. Enam. JMMS. etc. DSPML. JMMS. Kotak. JMMS. Kotak.

In this regard. The BRLMs shall be responsible for ensuring that these agencies fulfil their functions and enable them to discharge this responsibility through suitable agreements with the Bank. Responsibility SBICAP. Karvy Investor and HSBC SBICAP. JMMS. Kotak. Trustees As the Issue is of equity shares. pricing and allocation to QIB Bidders. JMMS. intimation of allocation and dispatch of refunds to Bidders. Kotak. Syndicate Members are appointed by the BRLMs. a credit rating is not required. DSPML. Book Running Lead Managers. 5% would be available for allocation to mutual funds registered with SEBI. Karvy Investor and HSBC SBICAP. We will comply with the SEBI Guidelines for this Issue. and Registrar to the Issue. branch training material. Of the QIB Portion. JMMS. Enam. on the basis of the Red Herring Prospectus within the Price Band. Enam. with the various agencies connected with the work such as Registrars to the Issue. DSPML. not less than 15% of the Net Issue shall be available for allotment on a proportionate basis to Non-Institutional Bidders and not less than 35% of the Net Issue shall be available for allotment on a proportionate basis to Retail Individual Bidders. Kotak. Further. The SEBI Guidelines have permitted an issue of securities to the public through the 100% Book Building Process. etc. which include finalization of trading and dealing instruments and dispatch of certificates and demat delivery of shares. we have appointed the BRLMs to manage the Issue and to procure subscriptions to the Issue. Escrow Collection Bank. Enam.BANK OF BARODA Activities Branch Training including identification of Branches/ centres. The principal parties involved in the Book Building Process are: The Bank. co-ordinate non-institutional allocation. Karvy Investor and HSBC Co-ordinator DSPML Managing the Book. DSPML. DSPML Post bidding activities including management of Escrow Accounts. The post issue activities of the Issue will involve essential follow up steps. 16 . etc. The Issue Price is fixed after the Bid Closing Date/Issue Closing Date. subject to valid Bids being received at or above the Issue Price. Karvy Investor and HSBC SBICAP. HSBC HSBC Credit Rating As the Issue is of equity shares. Banker to the Issue and the bank handling refund business. Kotak. Enam. JMMS. wherein up to 50% of the Net Issue shall be allocated on a proportionate basis to QIBs. coordination with Stock Exchanges. Book Building Process Book building refers to the process of collection of Bids. DSPML. Syndicate Members who are intermediaries registered with SEBI or registered as brokers with BSE/NSE and eligible to act as Underwriters. the appointment of trustees is not required.

e. Underwriting Agreement After the determination of the Issue Price but prior to filing of the Prospectus with the Designated Stock Exchange.00% 100. see the section titled “Issue Procedure-Who Can Bid?” on page 351 of this Red Herring Prospectus. Illustration of Book Building and Price Discovery Process (Investors should note that this example is solely for illustrative purposes and is not specific to the Issue) Bidders can bid at any price within the price band. details of which are shown in the table below. i. Steps to be taken for bidding: Check eligibility for bidding. investors are advised to make their own judgment about investment through this process prior to making a Bid or Application in the Issue.000 2. Rs. 17 . The process of Book Building under SEBI Guidelines though not new.000 5. our Bank will enter into an Underwriting Agreement with the Underwriters for the Equity Shares proposed to be offered through this Issue.00% The price discovery is a function of demand at various prices. in consultation with the book running lead managers.67% 250.000 1.Pursuant to amendments to the SEBI Guidelines.e. A graphical representation of the consolidated demand and price would be made available at the bidding centres during the bidding period. and Ensure that the Bid cum Application Form is duly completed as per instructions given in this Red Herring Prospectus and in the Bid cum Application Form.) 24 23 22 21 20 Cumulative Quantity 500 1. assume a price band of Rs. will finalise the issue price at or below such cut off price. 22 in the above example.500 Bid Price (Rs. All bids at or above this issue price and cut-off bids are valid bids and are considered for allocation in the respective categories. 24 per share. 22. The Issuer. issue size of 3. Ensure that the Bidder has a demat account. For instance. The illustrative book as shown below shows the demand for the shares of the company at various prices and is collated from bids from various investors.500 2. The highest price at which the issuer is able to issue the desired number of shares is the price at which the book cuts off i.500 3.00% 166. QIB Bidders are not allowed to withdraw their Bid(s) after the Bid Closing Date/Issue Closing Date and for further details see the section titled “Terms of the Issue” beginning on page 346 of this Red Herring Prospectus. at or below Rs.000 7. Bid Quantity 500 1. 20 to Rs.67% 50.500 Subscription 16.000 equity shares and receipt of five bids from bidders.

India Tel: (91 22) 2268 1284 Fax: (91 22) 2263 1984 Email: bobpo@hsbc.in JM Morgan Stanley Private Limited 141. 46 Avenue 4 Street No. million) [ ] SBI Capital Markets Limited 202.com 18 [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] . 10th Floor Nariman Point. Mumbai 400 021. Mumbai 400 005. India Tel: (91 22) 2218 9166 Fax: (91 22) 2218 8332 Email: bob.com Enam Financial Consultants Private Limited 801. Maker Chambers III Nariman Point Mumbai-400 021. India Tel: (91 40) 2332 0251 Fax: (91 40) 2337 4714 Email: mbd@karvy. India Tel: (91 22) 2262 1071 Fax: (91 22) 2262 1187 Email: bob_fpo@ml.fpo@sbicaps.BANK OF BARODA The Underwriters have indicated their intention to underwrite the following number of Equity Shares: (This portion has been intentionally left blank and will be filled in before filing of the Prospectus with the Designated Stock Exchange) Name and Address of the Underwriters Indicative Number of Equity Shares to be Underwritten [ ] Indicative Amount Underwritten (Rs.com DSP Merill Lynch Limited Mafatlal Centre. 1.co.com HSBC Securities and Capital Markets (India) Private Limited 52/60 Mahatma Gandhi Road Fort. Dalamal Towers Nariman Point Mumbai 400 021. India Tel: (91 22) 5638 1800 Fax: (91 22) 2284 6824 Email: bobwg@enam.com Karvy Investor Services Limited Karvy House. Maker Tower – E Cuffe Parade. Mumbai 400 0 01. Banjara Hills Hyderabad 500 034. India Tel: (91 22) 5630 3554 Fax: (91 22) 2288 1586 Email: bankofbaroda@jmmorganstanley.

com Enam Securities Private Limited D.In the opinion of our Board of Directors (based on a certificate given by the Underwriters). In case of inadequate demand from the Mutual Funds. 19 . JM Morgan Stanley Private Limited. JM Morgan Stanley Financial Services Private Limited. 229 Nariman Point.Name and Address of the Underwriters Indicative Number of Equity Shares to be Underwritten [ ] Indicative Amount Underwritten (Rs. the respective Underwriter in addition to other obligations to be defined in the Underwriting Agreement will also be required to procure/subscribe to the extent of the defaulted amount. out of the QIB Portion. the Equity Shares would be made available to QIBs other than mutual funds. The subscription for proportionate allotment to QIBs shall be identified after reducing 5% of the total allocation to QIBs or any lesser amount allotted to Mutual Funds. Notwithstanding the above table. Bakhtawar. 1992 or registered as brokers with one or more of the Stock Exchanges. In the event of any default. however. All the above-mentioned Underwriters are registered with SEBI under Section 12(1) of the Securities and Exchange Board of India Act. Maker Chambers III. million) [ ] Kotak Mahindra Capital Company Limited 3rd Floor.: (91 22) 2266 5613 JM Morgan Stanley Financial Services Private Limited 141. Karvy Stock Broking Limited and Kotak Securities Limited. 5% would be available for allocation to Mutual Funds. The above Underwriting Agreement is dated [ ] 2006. Mumbai-400 001 Tel. Nariman Point Mumbai-400 021 Tel: (91 22) 5634 1100 Fax: (91 22) 5630 3927 [ ] [ ] [ ] [ ] [ ] [ ] The above-mentioned amount is indicative underwriting and this would be finalized after pricing and actual allocation. Karvy Investor Services Limited and Kotak Mahindra Capital Company Limited shall be responsible for bringing in the amount devolved in the event that their respective Syndicate Members. Nariman Point Mumbai-400 021 India Tel. do not fulfil their underwriting obligations. Allocation to QIB Bidders Allocation to QIB Bidders is proportionate as per the terms of this Red Herring Prospectus. the Underwriters shall be severally responsible for ensuring payment with respect to Equity Shares allocated to investors procured by them. Mumbai 400 021.Rajabahadur Compound Ambalal Doshi Marg Fort. the resources of all the above mentioned Underwriters are sufficient to enable them to discharge their respective underwriting obligations in full.: (91 22) 2267 7901 Fax.: (91 22) 5630 3401 Fax: (91 22) 5630 1689 Kotak Securities Limited 7th Floor. it is proposed that pursuant to the terms of the Underwriting Agreement. Bakhtawar 299. provided. Further. Allocation among Underwriters may not necessarily be in proportion to their underwriting commitments. Enam Financial Consultants Private Limited. India Tel: (91 22) 5634 1100 Fax: (91 22) 2284 0492 Email: bob. being Enam Securities Private Limited. Valid bids from Mutual Funds would be eligible for allotment from the 5% of the QIB Portion as well as from the balance QIB Portion.fpo@kotak.

000. The authorised share capital of the Bank is Rs.500. 1996. see the section titled “Main Provisions of Constitutional Documents” beginning on page 373 of this Red Herring Prospectus.738. in million) As of September 30. as amended from time to time. see the sections titled “Capital Structure-Notes to Capital Structure” on page 21 of this Red Herring Prospectus. 10 each.000 Equity Shares of Rs. a) The Bank offered 100.00 Aggregate Value at nominal value Aggregate Value at Issue Price B) ISSUED AND SUBSCRIBED EQUITY SHARE CAPITAL 296.000 Equity Shares of Rs. 15.000.000.62 million on account of forfeited shares. Our shareholders subsequently authorised the fresh issue of up to 90. 10 each pursuant to a resolution passed at its meeting held on September 12. There have been no changes to our authorised share capital since nationalisation on July 19. 2004.11/31/2004-BOA dated February 11.000 million as per sub-section 2A of section 3 of the Bank Acquisition Act.300 shares on account of failure of non payment of allotment/call money. 10 each 15.000. the RBI.00 [ ] E) EQUITY CAPITAL AFTER THE ISSUE 364.000.400 Equity Shares of Rs.00 [ ] Our Board of Directors authorised a fresh issue of up to 90.000. The called and paid up capital of the Bank includes 12. “Other Regulatory and Statutory Disclosures .65 [ ] F) SHARE PREMIUM ACCOUNT Before the Issue After the Issue * 7.000. The GoI.400 Equity Shares of Rs. 2005 A) AUTHORISED EQUITY SHARE CAPITAL 1.000 Equity Shares of Rs. For further details.388. 3. by a resolution passed unanimously at the EGM of our Bank held on January 4.7. 9.BANK OF BARODA CAPITAL STRUCTURE (Rs.900.00 C) PAID UP CAPITAL 293. b) 20 .000 shares were reserved for regular/ permanent Indian employees of the Bank. 10 each 2. 2005. Out of the same. 10 each fully paid up Of which (i) (ii) Employee Reservation Portion . 2005.No.700 Equity Shares have been annulled.75 per share for subscription to the public on December 5.960.00 639.000.000 Equity Shares 71.00 [ ] [ ] 710. Department of Economic Affairs (Banking Division) has granted its approval for the present Issue of 71.642. 2003 forfeited 2. SEBI and other relevant authorities.65 D) PRESENT ISSUE IN TERMS OF THIS RED HERRING PROSPECTUS 71.000 Equity Shares through its letter no.000* Equity Shares of Rs. The Board of Directors of the Bank at its meeting held on August 29. As of March 31.265.000 Equity Shares Net Issue to the Public . 2005.000 Equity Shares of Rs. 10 each fully paid up shares 3.000 Equity Shares of Rs. 10 each 2.Authority for the Issue” on page 332 of the Red Herring Prospectus and “Licenses and Approvals – Licenses and Approvals” beginning on page 327 of the Red Herring Prospectus and for details on Section 3(2BBA) (a) of the Bank Acquisition Act 1970.000. F. subject to the approval of the GoI. 10 each for cash at a premium of Rs.265.932.63.100. Ministry of Finance. 1969.

90% 0.765.62 million.543. Promoters Contributions and Lock-In The requirement of Promoter’s contribution and lock in is not applicable to this Issue since the Bank has been listed on the Stock Exchanges for over three years and has a track record of dividend payment for at least three immediately preceding years. During the period from 1969 to 1996. 3.932.34 partly paid) March 31.247 4.700 shares have been annulled till March 31. 3. 2. 1996 January 15. the share capital of the Bank increased from Rs. 2005 are as follows: S.000.622. Aberdeen International India Opportunities Fund BMF . 1997 100 (of 10 85 Cash which 58. During such period.70 2.340 1.) Issue Price (in Rs. 2005 Amount of Allotment / Call money received on Partly paid shares Notes: (1) 7. 7.83% 4.638.960 million.357.49% 1. 1.738.701 3.) Consideration Reason of Allotment Cumulative Premium Cumulative Paid up Capital (Rs. of shares (in million) Face Value (in Rs.969 9. 2.40 Balance as on December 31. 2005 of Rs.65 million and Share Forfeited Account of Rs.482 3.60% 21 . of Equity Shares 196.636. Out of these.00 Public Issue 4.231. 1969: Date of Allotment No.960. 2005. 4 5 6.237 4.Investment A/C California Public Employees’ Retirement System HSBC Global Investment Funds A/C HSBC Matthews International Funds A/C Matthews Pacific Goldman Sachs Investments (Mauritius) I Ltd General Insurance Corporation of India No.994.00 1.27 million comprises of paid-up capital of Rs.99% 3. (2) (3) 2. The called and paid-up capital as per Balance Sheet as on September 30.15% 1. Share Capital history of the Bank since nationalisation on July 19.387. Name Government of India Genesis Indian Investment Company Limited Life Insurance Corporation of India Aberdeen Asset Managers Limited A/C.223. 2.051 Percentage 66. in million) 25.Notes to Capital Structure 1.Bank Bees .10% 0. 3.36% 1.932. 9.300 shares on account of failure of non payment of allotment /call money. 25 million to Rs.945. Equity Shares held by top 10 shareholders Our top 10 shareholders and the Equity Shares held by them on December 2. 8. 1. 10.513.715 2.24% 1.20 2.291.563 3.000 14. 1969 Balance as on December 31.54% 1. 12. 2003 forfeited 2.65 The Board of Directors of the Bank at its meeting held on August 29. No. GoI held 100% of the equity share capital of the Bank.

550 2.302.915.44% 1. 1.765.000 8. options or rights to convert debentures.99% 3.76% 1. 3. No.600 5.000.758 2.000 2.82% 1.646. 1.BANK OF BARODA Our top 10 shareholders and the Equity Shares held by them as on November 22. 2005 are as follows: S.C.234. No.636.47% 4.90% 0. LLP HSBC Global Investment Funds A/C HSBC. 22 . of Equity Shares 196.811.563 3. of Equity Shares 196.000 Percentage 66.000 3.Mauritius HSBC Financial Services (Middle East) Limited GMO Emerging Markets Fund Goldman Sachs Investments (Mauritius) I Ltd Citigroup Global Markets Mauritius Private Limited Platinum Asset Management Limited A/C Platinum International Fund Arisaig Partners (Asia) Pte Ltd A/C Arisaig India Fund Ltd No. 4. 4. 3.766 4.223.Investment A/C Aberdeen Asset Managers Limited A/C. 8.95% 0.83% 4.478.82% 0.74% As of the date of the Red Herring Prospectus there are no outstanding warrants.401.335.221 3.60% 6 7 8 9 10 Our shareholders and the Equity Shares held by them as of December 2.000. Name Government of India Genesis Indian Investment Company Limited –General Sub Fund Life Insurance Corporation Of India Emerging Markets Management.969 8.972 2.000 14.563 2.094.715 2. 2. 5. 2003 are as follows: S. 9. 7.103 Percentage 66.014.482 3.37% 1.90% 0.85% 0.140 1.24% 1.175.00% 1. 4 5 Name Government of India Genesis Indian Investment Company Limited Life Insurance Corporation of India BMF . Aberdeen International India Opportunities Fund (Mauritius) Limited California Public Employees’ Retirement System Managed by Genesis Asset Managers.783.994.34% 0. 6.486 4. L. loans or other financial instruments into our Equity Shares.622. Global Investment Funds Mauritius Limited Matthews International Funds A/C Matthews Pacific Tiger Fund Goldman Sachs Investments (Mauritius) I Ltd General Insurance Corporation of India No. 2.10% 0. 10.83% 2.L.051 1.36% 1.636. A/C Emsaf.Bank Bees .

5. 2005.92 0. 2005. permitted the Bank to issue shares to Non-Residents (except erstwhile OCBs) with repatriation benefits out of the issue of Equity Shares of Rs.321. if any.00 Our Promoter is the President of India.264 3. which holds 66.500 - 4.265. 710 million.348.86 0.000 196.203.81 53.000. Ministry of Finance.83% of the pre-Issue paid up equity share capital of our Bank and will hold at least 53.20/2000-RB dated May 3. conditions prescribed by SEBI and terms and conditions for issue of shares as stipulated in Schedule 1 and 2 to RBI Notification No.00 - 14.000.529 70. F.020. will be subject to the prior approval of the Exchange Control Department of RBI and should be within the ceiling of 20% of the paid-up capital or any lower ceiling that may be notified by the Government of India under sub-section (2D) of the Section 3 of the Banking Companies (Acquisition and Transfer of Undertakings) Act.09 8.78 16.86 24.000 364.40(9107)/2005-06 dated September 2. The permission is further subject to conditions laid down by the Government of India in their approval F.No.236 293.426.23 19.488 20.917.236 71.348.58 0. Insurance Companies (Central/ State Govt. 2004. Our Bank applied to the GoI for its consent to a fresh issue of up to 90 million Equity Shares by its letter bearing number BCC:CMD:956 dated September 21.81% of the fully diluted post Issue paid up equity share capital of our Bank. 1980.83 2.203.47 0.264 3. 2005 seeking approval of the RBI to issue Equity Shares under this Issue to the public including NRIs and FIIs with repatriation benefits.529 70.000.532.08 7.000 shares.58 19. The RBI has through its letter FE. as amended from time to time.CO.832 289. 2000.98 100.469.951 % 53.784 49.020.83 66.11/31/2004-BOA dated February 11. The permission is subject to ensuring that the post Issue non-resident equity holding in the Bank shall not exceed 20% of the post Issue paid up capital.999 26. GoI. Financial Institutions.04 14. 23 . Institutions/ Non Government Institutions) Foreign Institutional Investors Sub Total (B) Others Private Corporate Bodies Indian Public NRIs/OCBs Trade Unions/Trusts/Clearing Members/HUFs Sub Total (C) Total pre issue share capital (D=A+B+C) Public Issue (E) Total post-Issue share capital (F=D+E) # Number 196.81 2. acting through the MoF. Exchange Department (Foreign Investment Division) by letters dated August 24.000 196.469.532. through its letter no.832 289.FID/4781/ 10.02. Our Bank has applied to the Chief General Manager. Shareholding pattern as of December 2.426.69 0.917. 2005 The table below presents our shareholding pattern before the proposed Issue and as adjusted for the Issue: Equity Shares owned prior to the Issue Shareholder Category Promoters# Sub Total (A) Non-Promoter holding (Institutional Investors) Mutual Funds Banks. FEMA. 10 each amounting to Rs.784 49.000. The GoI.000 7.000. * 6. 2005. The break up of the Equity Shares allotted pursuant to the Issue not included.53 Equity Shares owned after the Issue* Number 196.18 1.917 2.488 20.11/31/2004-BOA dated February 11.85 13. 2005 and August 29.000 7.951 % 66.000. Department of Economic Affairs (Banking Division) has granted its approval for the present Issue of 71.265.999 26.No.09 6.321.500 3.88 5.917 2. inter alia on the conditions that the holding of GoI shall not fall below 51% at any point of time and allotment to Non-Residents.49 100.

Under-subscription. rights issue or in any other manner during the period commencing from submission of the Red Herring Prospectus with SEBI until the Equity Shares offered hereby have been listed. Section 3(2E) of the Bank Acquisition Act provides that no shareholder other than GoI shall be entitled to exercise voting rights in respect of any equity shares held by him/her in excess of one per cent of the total voting rights of all the shareholders of the Bank. this could be only in the name of the trustees and no details of the trust would be taken cognisance of by the Bank in its Register of Shareholders. 8. 9. express.000 Equity Shares which are available for allocation to Eligible Employees on a proportionate basis. This is further subject to the maximum limit of investment prescribed under relevant laws applicable to each category of investor. up to 50% of the Issue to the Public shall be available for allocation on a proportionate basis to Qualified Institutional Buyers (including the 5% of the QIB portion available for Mutual Funds). The Issue includes an Employee Reservation Portion of 7. 16. shall be entered in the register or be receivable by the Bank. There would be no further issue of capital whether by way of issue of bonus shares. 13. The overall allotment shall be subject to the condition that the Non-Resident holding in the Bank shall not exceed 20% of our post issue paid up capital. would be allowed to be met first with spill over from the Retail Portion and then from any other category. In terms of this Section. The Bank presently does not have any intention or proposal to alter its capital structure for a period of six months commencing from the date of opening of this Issue. implied or constructive. see the section titled “Objects of the Issue” on page 25 of this Red Herring Prospectus. by way of split/ consolidation of the denomination of Equity Shares or further issue of Equity Shares or securities convertible into Equity Shares.BANK OF BARODA 7. 12. 15. within a period of two years preceding the date of this Red Herring Prospectus. 24 . during a period of six months preceding the date on which this Red Herring Prospectus was filed with SEBI. A Bidder in the Issue cannot make a Bid for more than the number of Equity Shares offered in the Net Issue. The Bank has not issued any Equity Shares out of revaluation reserves or any Equity Shares for consideration other than cash. we may undertake an issue of shares or securities linked to equity shares to finance an acquisition. no notice of any trust. if any. In case of undersubscription in any category. while trusts could make investments in Equity Shares of the Bank. whether on a preferential basis or otherwise. preferential allotment. directly or indirectly. in case of over-subscription in all categories. 2005. None of our Directors. 17. merger or joint venture. merger or joint venture by us or as consideration for such acquisition. 10. There will be only one denomination of the Equity Shares of the Bank unless otherwise permitted by law and the Bank shall comply with such disclosure and accounting norms as may be specified by SEBI from time to time. during such period or at a later date. However. not less than 15% of the Issue to the Public shall be available for allocation on a proportionate basis to Non-Institutional Bidders and not less than 35% of the Issue to the Public shall be available for allocation on a proportionate basis to Retail Individual Bidders. or for regulatory compliance or such other scheme of arrangement if an opportunity of such nature is determined by our Board to be in the interest of the Bank. For details on use of proceeds. Under Section 3A of the Bank Acquisition Act. 14. including the Employee Reservation Portion. the Promoter and the BRLMs have entered into any buyback and/or standby arrangements for the purchase of our Equity Shares from any person. subject to valid Bids being received at or above the Issue Price. In the Issue to the Public.819 members as of Decemeber 2. The Bank has not raised any bridge loan against the proceeds of this Issue. Neither the Promoter nor our Directors have purchased or sold any Equity Shares. the same shall be allowed to be met through oversubscription in any other category. 11.100. We have 132. in the Employee Reservation Portion.

Others Total estimated Issue expenses * will be incorporated after finalisation of Issue Price Expense (in Rs. As we are engaged in the business of banking. million) [ [ [ [ [ ] ] ] ] ] [ ] In addition to the above. RBI has adopted a phased approach to the implementation of the Basel II norms. As per our audited restated financial statements. statutory advertisement expenses and listing fees.0%. 2007. we are seeking to strengthen our capital base to support the future growth in our assets and comply with the capital adequacy requirements applicable to us. 2007. at least half of which should consist of Tier I capital. As of September 30. The objects of the Issue are to augment our capital base to meet the future capital requirements arising out of the implementation of the Basel II standards and the growth in our assets. The net proceeds of the Issue after deducting underwriting and management fees. our total capital adequacy ratio was 12. underwriting commissions and all other Issue related expenses are estimated at Rs. Issue Expenses The expenses of this Issue include. 25 .OBJECTS OF THE ISSUE The objects of the Issue are as follows: The RBI. our total capital adequacy ratio was 12. The estimated Issue expenses are as follows: Activity Lead management fee and underwriting commission* Advertising and Marketing expenses Printing and stationery Registrars’ fee. The requirements for Tier I capital and total capital adequacy ratios are expected to increase with the proposed implementation of the Basel II standards. among others.61% and our Tier I capital adequacy ratio was 8. New capital norms for market risk will be implemented over two years from the year ended March 31. 2005. requires us to maintain a minimum capital to risk weighted assets ratio of 9. Our Constitutional Documents enable us to undertake our existing activities and the activities for which the funds are being raised by us in the Issue. listing fees will be paid by the Bank. underwriting and management fees. 2005 and norms for credit risk and operational risk are proposed to be implemented with effect from the year ended March 31. banks have been advised to adopt the Standardised Approach for credit risk and the Basic Indicator Approach for operational risk with effect from March 31. [•] million. printing and distribution expenses. which regulates us. legal fees.86%.21% as of March 31.91% and 8. etc. legal fees. Other general corporate purposes would include development of infrastructure to support our business growth and service our customers.79% and our Tier I capital adequacy ratio was 7. In order to maintain consistency and harmony with international standards. 2004. 2005 compared with 13. primarily our loan and investment portfolio due to the growth of the Indian economy and for other general corporate purposes including meeting the expenses of the Issue.47% as of March 31. respectively.

47% to Rs. 729. 2005 from Rs. 2005 to December 18. 42. We are one of India’s major public sector banks with a considerable presence outside India and service over 25 million customers across India. 2.003.35% and an average cost of deposits of 4.23 35. Our advances increased by 21. 3.65 million at March 31.62 25.008.9 Price/Earning (P/E) ratio in relation to Issue Price of Rs. Quantitative Factors Information presented in this section is derived from our audited restated consolidated financial statements prepared in accordance with Indian GAAP. 4. 2004. 2004. we had 2. 2005. 434.673. 813. 2003 Year ended March 31.60 million as of March 31.91% to Rs. Our ratio of net NPAs to net advances declined to 1. 2004 Year ended March 31. 63. we maintain an international presence in 19 countries across the globe with 59 branches and offices and one joint-venture. Our deposits increased by 11.23% for fiscal 2005.45% of our total deposits.177. In addition. These low-cost deposits led to an average cost of deposits of 2. As of September 30. b. As at March 31.99% as at March 31.60 million as of March 31. 356. 2005 from Rs. 2005 Weighted Average * 2. 2005 from Rs. EPS(Rs.334.36 Weight 1 2 3 The weighted average number of Equity Shares has been considered for calculation of EPS. 2004. we have a track record of consistent profitability. 1. which include 17 Regional Rural Banks for whom we are the sponsoring bank. We have 12 Subsidiaries out of which seven are located overseas besides 20 Associates. on a consolidated basis. and our retail portfolio increased by 51. 2005. 6.BANK OF BARODA BASIS FOR ISSUE PRICE Qualitative Factors 1. Based on twelve months ended March 31. 2004. Weighted average earnings per share (EPS)* Period Year ended March 31. 2005 for the Category titled ‘Banking – Public Sector’.84 million as of March 31. our interest-free demand deposits and low-interest savings bank deposits constituted 36.57 29. Post our nationalisation.) 28.0 6.830. 2005 from 2. 26 . 2005 is [ ] Industry P/E(1) i) ii) iii) Highest: Lowest: Average (composite): 13.23 million at March 31.2 9.694 branches in India spread over 27 states and five union territories. 5.45% as at March 31. [ ] (1) Source: “Capital Market” VolumeXX/20 dated December 5.82 million as of March 31. a.33% to Rs.

0 26.22 Weight 1 2 3 Net worth has been computed by aggregating share capital. [ ] has been determined on the basis of the demand from investors through the book-building process and is justified based on the above accounting ratios. 2004 Year ended March 31. 2005.9 88.9 17.196.1 Book Value per Share (Rs. Minimum Return on Increased Net Worth Required to maintain pre-Issue EPS. Return on Average Net Worth and Book Value per Share have been calculated from our audited restated financial statements.) 182.3.36 457.08 80. 10 each and the Issue Price is [ ] times of the face value. 27 . 2003 Year ended March 31.1 68. 2005 to September 25. Comparison of Accounting Ratios as of March 31.0 146.0 25. reserves and surplus and adjusting for revaluation reserves. 5.8 8.2 Bank of Baroda(1) Peer Group State Bank of India Punjab National Bank Bank of India Canara Bank Union Bank Peer Group (Simple) Average (2) 23.66 16. The minimum return on increased net worth required to maintain pre-Issue EPS is [ ] %.2 19.4 248. The BRLMs believe that the Issue Price of Rs. 2005 is Rs.) P/E Return On Average Net Worth (%) 12. 2005.33. The face value of the Equity Shares is Rs.72 10.66 19.08 Source: (1) Our EPS.5 8. Net Asset Value per Equity Share after Issue The net asset value per Equity Share after the Issue is [ ] Issue Price per Equity Share: Rs. Net Asset Value per Equity Share at September 30. Source for other information is “Capital Market” Volume VolumeXX/14 dated September 12.2 10. 2005 EPS (Rs.6 8. 7. Weighted average return on average net worth Period Year ended March 31.91 20. 2005 Weighted Average (2) (2) Return on Average Net Worth (%) 18.0 7. See the section titled “Risk Factors” on page xiii of this Red Herring Prospectus and the financials of the Bank including important profitability and return ratios.20 12. intangible assets and deferred tax assets as per our audited restated financial statements. [ ] Issue Price per Equity Share will be determined on conclusion of book building process.4 20.3 15.1 9.0 44. [ ] is justified in view of the above qualitative and quantitative parameters.4 22. as set out in the Auditors’ report on page 157 of this Red Herring Prospectus to have a more informed view. 4. (2) The Issue Price of Rs. 6.79 9. Our PE is based on the closing market price of our Equity Shares on NSE as on September 30.

1999. as provided by the Auditors by their ‘statement of tax benefits. or income received in respect of units from the specified company (“specified company” means a company as referred to in clause (h) of section 2 of the Unit Trust of India (Transfer of Undertaking and Repeal) Act. 2001 or an industrial undertaking on moneys borrowed by it under loan agreement entered into before the 1st day of June. It may be also noted that the benefits discussed below are not exhaustive and this statement is only intended to provide general information to the investors and is neither designed nor intended to be substitute for professional tax advice. 7. 1998. 9. and is based on business imperatives the Bank faces in the future. Under Section 10(23FA). Under Section 10(15)(i) of the Act. premium on redemption or any other payment on certain notified securities issued by the Central Government and deposits with the Central Government. 1 2005. as may be necessary. 1961 (the “Act”) the Bank is entitled to various deductions as is applicable to an Indian Resident Company. a fund where the investible funds are invested by way of equity shares in domestic companies to the extent of more than fifty per cent of the total proceeds of such fund and which has been set up under a scheme of a mutual fund specified under section 10(23D)) and where the transaction is chargeable to Securities Transaction Tax under Chapter VII of the Finance (No. or debts owed by it before the 1st day of June. 2004. interest earned from a Government or a local authority on moneys’ borrowed by it before the 1st day of June. 4. The following are the important beneficial provisions. long-term capital gains of an approved venture capital fund/company from investments in equity shares in a venture capital undertaking made by the bank before the 31st day of March. 2000. 2002) of the specified undertaking. Several of these benefits are dependent on the Bank or its shareholders fulfilling the conditions prescribed under the relevant tax laws. interest earned on notified bonds issued by a local authority. income earned by way of interest. the ability of the Bank or its shareholders to derive the tax benefits is dependent upon fulfilling conditions. income by way of dividends (other than dividends referred to in section 115-O). 2002). It may be also kept in mind that the Bank may or may not choose to fully utilize the benefits. income arising from the transfer of a Long Term Capital Asset. Under Section 10(15)(iv). 1961. income by way of dividends referred to in section 115 O of the Income Tax Act. by way of shares or long-term finance in any enterprise or undertaking wholly engaged in the business referred to in section 80IA(4) or a project referred to in 80IB(10).e. Under Section 10(38). 5. 6. . income by way of dividends or long-term capital gains of an approved venture capital fund/ company from investments in equity shares before the 1st day of April. Under Section 10(34). 2001. 2001and approved by the Central Government. Under section 10(23G). interest or long-term capital gains of an infrastructure capital fund/ company or a co-operative bank. Under the Income Tax Act. Under Section 10(23F). 1961 1. Under Section 10(15)(vii). dated October. from investments made on or after the 1st day of June. being equity shares in a company or units of an equity oriented fund (i. income by way of dividends (other than dividends referred to in section 115-O). 3. 8. Hence. which are presently applicable to Bank of Baroda (the “Bank”): The following incomes earned are exempt from Income Tax: 1. 2) Act. income received in respect of the units of a Mutual Fund specified under Section 10(23D) or income received in respect of units from the Administrator (“Administrator” means the Administrator as referred to in clause (a) of section 2 of the Unit Trust of India (Transfer of Undertaking and Repeal) Act. TO THE BANK: Under the Income Tax Act. Under Section 10(35).BANK OF BARODA STATEMENT OF TAX BENEFITS The information provided below sets out the possible tax benefits available to the Bank and its shareholders under the current tax laws presently in force in India. 28 2.

4. or income-tax chargeable under the Act and under the corresponding law in force in that country to promote mutual economic relations. under clause (a) of sub-section (1) of section 23 of the Banking Regulation Act. at its option. in relation to the assessee to whom such agreement applies. income (received in convertible foreign exchange in accordance with the Foreign Exchange Management Act. the Bank. it is entitled to benefits under the Double Taxation Avoidance Agreements in respect income to which the Double Taxation Avoidance Agreements applies. or for the avoidance of double taxation of income under the Act and under the corresponding law in force in that country and may. DOUBLE TAXATION RELIEF: The Government of India has entered into Double Taxation Avoidance Agreement with various Governments where the Bank has branches for the granting of relief in respect of income on which have been paid both income-tax under the Act and income-tax in that country. or as the case may be. claim. fifty per cent of such income for the next two consecutive assessment years. then. at its option. the amount of the deduction relating to any such debt or part thereof shall be limited to the amount by which such debt or part thereof exceeds the credit balance in the provision for bad and doubtful debts account made under section 36(1)(viia). make such provisions as may be necessary for implementing the agreement. 1999) from an Offshore Banking Unit (OBU) operated by it in a Special Economic Zone in respect of transactions with an undertaking located in a Special Economic Zone or any other undertaking which develops. a deduction in respect of any provision made by it for assets classified as per the regulations of the Reserve Bank of India as Doubtful Assets or Loss Assets. However. from its Gross Total Income. of an amount equal to: (a) one hundred per cent of such income for three consecutive assessment years beginning with the assessment year relevant to the previous year in which the permission. (b) 5. and thereafter. Under Section 36(1) (vii) of the Act. Further. the Bank is eligible to claim a deduction in respect of any provision for bad and doubtful debts made by it of an amount not exceeding seven and one half per cent of the total income (computed before making any deduction under this clause and under Chapter VIA) and an amount not exceeding ten per cent of the aggregate average advances made by the rural branches (“rural branch” means a branch of a scheduled bank or a non-scheduled bank situated in a place which has a population of not more than ten thousand according to the last preceding census of which the relevant figures have been published before the first day of the previous year) of the Bank. an amount not exceeding five per cent of the amount of such assets shown in the books of account of the Bank on the last day of the previous year. 2. trade and investment. was obtained. 1949 (10 of 1949). 3. by notification in the Official Gazette. avoidance of double taxation. As per Section 43D of the Act. the Bank can. subject to the condition that such income has been disclosed in the return of income under the head “Profits and Gains from Business”. Under Section 36 (1) (viia) of the Act. Under Section 90(2) of the Act where the Central Government has entered into an agreement with the Government of any country outside India under section 90 (1) of the Act for granting relief of tax. Apart from the above. 29 . the provisions of the Act shall apply to the extent they are more beneficial to that assessee. The Bank is also eligible to claim deduction under Section 80-LA of the Act. develops and operates or operates and maintains a Special Economic Zone. can claim a further deduction for an amount not exceeding the income derived from the redemption of securities in accordance with a scheme framed by the Central Government.The following are the special deductions available to the Bank in computing the Gross Total Income of the Bank: 1. As the Bank is having branches outside India including countries in which the Government has entered into Double Taxation Avoidance Agreements. the amount of any bad debt or part thereof which is written off as irrecoverable in the accounts of the Bank for the previous year. whichever is earlier. only in the year in which it is actually received or the year in which it is credited to the Profit and Loss Account by the Bank. interest income on a Non Performing Asset (recognized as such having regard to the guidelines issued by Reserve Bank of India) shall be chargeable to tax.

2) Act. invested the whole or any part of capital gains in a long-term specified asset. prospective investors are advised to consult his/her/their own tax advisor with respect to specific tax consequences of his/her/their participation in public issue of the Bank: 1. 2. where the cost of the long-term specified asset is less than the capital gain arising from the transfer of the original asset. at the option of the shareholders. Under Section 10 (34). where a capital gain arises from the transfer on sale of shares of the Bank and the Investor has. In such a case.BANK OF BARODA 2. Under Section 54ED of the Act. if such transaction was not chargeable to Securities Transaction Tax under Finance (No. Under Section 54EC of the Act. Further. It may be. noted that in view of the individual nature of tax consequences. income on transfer of shares would be chargeable as Long Term Capital Gains under the head “Capital Gains”. and the total income as reduced by such short-term capital gains is below the maximum amount not chargeable to income-tax. c) b. where the Investor has. the said capital gain shall be as under: a. the whole of such capital gain shall not be charged under section 45. 30 . where the cost of the long-term specified asset is not less than the capital gain arising from the transfer of the original asset. any income chargeable under the head “Capital gains”. which by virtue of holding by the Investor is a Long Term Capital Asset (“Long Term Capital Asset” is an asset held by the investor for more than twelve months) and where the transaction is chargeable to Securities Transaction Tax under Chapter VII of the Finance (No. then the tax payable by the Investor on the such income shall be the aggregate of the amount of income-tax calculated on such short-term capital gains at the rate of ten per cent. the following options are also available to the shareholder: 1. at any time within a period of six months after the date of such transfer. 2004. 2) Act. 2004. then. such short-term capital gains shall be reduced by the amount by which the total income as so reduced falls short of the maximum amount which is not chargeable to income-tax and the tax on the balance of such short-term capital gains shall be computed at the rate of ten per cent. income by way of dividends referred to in section 115-O of the Income Tax Act. or at 10% (plus applicable surcharges and education cess) (without indexation). shall not be charged under section 45. income arising from the transfer of an Equity Share of the Bank. where the cost of the specified equity shares is not less than the capital gain arising from the transfer of the original asset. invested the whole or any part of the capital gain in equity shares forming part of an eligible issue of capital (such equity shares being hereinafter referred to as the specified equity shares). the whole of such capital gain shall not be charged under section 45. and taxed at a rate of 20% (plus applicable surcharge and education cess) after indexation as provided in the second proviso of Section 48. b) Under Section 111A of the Act. however. To all shareholders: a) The following incomes earned are exempt from Income Tax in the hands of the shareholders: 1. 2) Act. in the case where the Investor is a Resident Individual/Hindu Undivided Family. Under Section 10(38). arising from the transfer of shares of the Bank held by an Investor as a Short Term Capital Asset (“Short Term Capital Asset” is defined as an asset held for not more than twelve months immediately preceding the date of its transfer) and such transaction is chargeable to Securities Transaction Tax under Finance (No. 1961. TO THE SHAREHOLDERS OF THE BANK: The following are the benefits as per the Current Tax Laws to a prospective investor. within a period of six months after the date of such transfer. 2004. the said capital gains shall be as under: a. 2. Under Section 112 of the Act. so much of the capital gain as bears to the whole of the capital gain the same proportion as the cost of acquisition of the long-term specified asset bears to the whole of the capital gain.

where the Investor having Long Term Capital Gains (not exempt under section 10 (38) of the Act) arising from the transfer of shares of the Bank has invested within a period of six months after the date of transfer. In case of non-resident shareholders governed by the provisions of the Chapter XII A of the Act. the following benefits are available to such shareholders: a) Under section 115E of the Act. Under Section 54F of the Act. To non-resident shareholders in particular: 1. 3. within a period of one year before or two years after the date on which the transfer took place. to the effect that the provisions of this Chapter XII A shall continue to apply to him in relation to the income derived from the shares of the Bank (in this case would also be a foreign exchange asset) and if he does so. subsequently becomes assessable as a resident in India in respect of the total income of any subsequent year. by notification in the Official 31 . 2004).b. shall not be charged under section 45. where the total income of a Foreign Institutional Investor (“Foreign Institutional Investor” means such investor as the Central Government may. where the total income of the Investor includes dividend (not being dividend referred to 115-0) or long-term capital gains (such transaction is not chargeable to Securities Transaction Tax under Finance (No. the Capital Gain arising from the transfer of shares of the Bank and the Investor has. a residential house (hereinafter referred to as the new asset) the capital gain shall be as under: a. the whole or any part of the net consideration in specified asset or in any savings certificates referred to in clause (4B) of section 10 then. 2) Act. the whole of such capital gain shall not be charged under section 45. so much of the capital gain as bears to the whole of the capital gain the same proportion as the cost of the new asset bears to the net consideration. he may. b) iii) 2. so much of the capital gain as bears to the whole of the capital gain the same proportion as the cost of acquisition of the new asset bears to the net consideration shall not be charged under section 45. where the cost of the new asset is not less than the net consideration in respect of the original asset. furnish to the Assessing Officer a declaration in writing along with his return of income under section 139 for the assessment year for which he is so assessable. (subject to certain conditions specified therein) in the case of an Investor being an Individual or a Hindu Undivided Family. purchased. then the tax payable by him shall be the aggregate of the amount of income-tax calculated on the income in respect of investment income referred herein above at the rate of twenty per cent. such capital gains shall be as under: i) ii) where the cost of the new asset is not less than the net consideration in respect of the original asset. Under Section 115H of the Act. where the cost of the specified equity shares is less than the capital gain arising from the transfer of the original asset. where the cost of the new asset is less than the net consideration in respect of the original asset. so much of the capital gain as bears to the whole of the capital gain the same proportion as the cost of the specified equity shares acquired bears to the whole of the capital gain shall not be charged under section 45. or has within a period of three years after that date constructed. Under Section 115F of the Act. and the amount of income-tax calculated on the income by way of long-term capital gains referred hereinabove at the rate of ten percent. b. Under Section 115AD of the Act. where the cost of the new asset is less than the net consideration in respect of the original asset. where the Non-Resident Indian investor. the whole of such capital gain shall not be charged under section 45. at his option. the provisions of the Chapter XIIA shall continue to apply to him in relation to such income for that assessment year and for every subsequent assessment year until the transfer or conversion (otherwise than by transfer) into money of such assets. 2.

However. between India and country in which the non-resident has fiscal domicile. by way of capital gains arising from the transfer of securities referred to in section 115AD. Under the Gift Tax Act. shares purchased in the issue are not liable to wealth-tax in the hands of the shareholders. Accordingly. no deduction of tax shall be made from any income. if any. the amount of income-tax calculated on the income by way of short-term capital gains at the rate of thirty per cent. the amount of income-tax calculated on the income by way of shortterm capital gains referred to in section 111A shall be at the rate of ten per cent. or income by way of Short-Term or Long-Term Capital Gains arising from the transfer of such securities. at the rate of ten per cent.BANK OF BARODA Gazette. The above provisions will be further subject to benefits under the Double Taxation Avoidance Agreements. and the amount of income-tax calculated on the income (calculated in the specified manner) by way of Long Term Capital Gains included in the total income. 32 . the income-tax payable shall be the aggregate of: a) b) the amount of income-tax calculated on dividends at the rate of twenty per cent. specify in this behalf) includes dividend (other than dividends referred to in section 115-O) received in respect of shares of the Bank. 1957: Shares are not treated as assets within the meaning of Section 2(ea) of the Wealth Tax Act. 1998 are not liable to Gift Tax. the person responsible for making the payment shall. However. where any dividend income (other than dividends referred to in section 115-O) is payable to a Foreign Institutional Investor. c) Further. as per section 196D of the Act. at the time of credit of such income to the account of the payee or at the time of payment thereof deduct income-tax thereon at the rate of twenty per cent. 1958: Gifts of the shares made on or after October 1. 1957. payable to a Foreign Institutional Investor. Under the Wealth Tax Act.

reforms in the non-banking financial sector are briefly reviewed. the former state-owned and state-associate banks. Interest rates were administered. the Indian financial system was strictly controlled. enabling the SBI to take over eight former state-associate banks as its Subsidiaries. Quarterly Statistics on Deposits and Credit of Scheduled Commercial Banks as of December 2004. Bombay and Madras. A brief discussion on the impact of the liberalization process on commercial banks and financial sector is then presented. the Narasimham Committee I. many financial reforms have been introduced substantially transforming the banking industry in India. In 1969. encompassed the financial sector. The second phase of the reform process began in 1999. This is followed by a brief summary of the banking reform process along with the recommendations of various committees that have played a key role in the reform process. RBI. The Government of India’s economic reform program. non-bank finance companies. 2004-2005. c. formal and informal parameters governed asset allocation. Until the early 1990s. Wherever we have relied on figures published by RBI. and state-level financial institutions. private sector banks. which began in 1991. History The evolution of the modern commercial banking industry in India can be traced to 1786 with the establishment of the Bank of Bengal in Calcutta. A variety of financial intermediaries in the public and private sectors participate in India’s financial sector. a bankers’ bank and a banker to the Government. is the central regulatory and supervisory authority for the Indian financial system. Overview Today. The first phase of the reform process began with the implementation of the recommendations of the Committee on the Financial System. the State Bank of India (“SBI”) was constituted in 1955. which took on the role of a commercial bank. Since 1991.INDIAN BANKING SECTOR The information in this section has been extracted from publicly available documents from various sources. In 1921. d. the All India Rural Credit Survey Committee recommended the creation of a state-partnered and state sponsored bank taking over the Imperial Bank of India and integrating with it. Three presidency banks were set up in Calcutta. commercial banks comprising: public sector banks. the three presidency banks were amalgamated to form the Imperial Bank of India. long-term lending institutions. insurance companies. the central banking and monetary authority of India. we have relied on RBI Annual Report. The discussion below presents an overview of the role and activities of RBI and of each of the major participants in the Indian financial system. the limited liability concept was introduced in banking. RBI’s Annual Policy Statements for 2004-2005 and 2005-2006 and the Mid-term Review of RBI’s Annual Policy Statement for 2005-2006. with a focus on the commercial banks. The establishment of RBI as the central bank of the country in 1935 ended the quasi-central banking role of the Imperial Bank of India. and mutual funds. g. Also. Accordingly. resulting in the establishment of joint stock banks. other specialized financial institutions. and strict controls limited entry into and expansion within the financial sector. In order to serve the economy in general and the rural sector in particular. and has not been prepared or independently verified by us or any of our advisors. In 1860. the State Bank of India (Subsidiary Bank) Act was passed. f. cooperative banks. including officially prepared materials from the GoI and its various ministries and RBI. Subsequently in 1959. including housing finance companies. unless stated otherwise. 14 private banks were nationalised followed by six private banks in 1980. 33 . and foreign banks b. e. including the following: a.

The GoI in 2003 announced that wholly-owned subsidiaries of foreign banks would be permitted to incorporate 34 . These banks are collectively known as the new private sector banks. Nationalised banks are governed by the Banking Companies (Acquisition and Transfer of Undertakings) Act 1970 and 1980. Commercial Banks Commercial banks in India have traditionally focused on meeting the short-term financial needs of industry. These banks offer products such as automobile finance.50% of aggregate deposits and 2.433 branches. Scheduled commercial banks are banks that are listed in the second schedule to the RBI Act. there were 31 foreign banks with 220 branches operating in India.00% of the aggregate deposits and 70. artisans.81% of gross bank credit outstanding of scheduled commercial banks.49% of bank branches located in rural or semi-urban areas of the country. nationalised in 1969 under the Bank Acquisition Act. asset classification. Industrial Development Bank of India was converted into a banking company by the name of Industrial Development Bank of India Limited with effect from October 2004 and is a scheduled commercial bank.116 branches. some of the larger foreign banks have made consumer financing a significant part of their portfolios. Some of the existing private sector banks. In addition to these traditional central banking roles. However. In addition. accounting for 4. There are 28 public sector banks in India.60% of outstanding gross bank credit of scheduled commercial banks.40% of aggregate deposits and 6. RBI issues guidelines.BANK OF BARODA Reserve Bank of India RBI is the central banking and monetary authority in India. State Governments and sponsoring public sector commercial banks with a view to develop the rural economy. A large number of these branches belong to the public sector banks. private sector banks and foreign banks. The banks nationalised under the Banking Companies (Acquisition and Transfer of Undertakings) Act 1970 and 1980 are referred to as ‘corresponding new banks’. RBI undertakes certain developmental and promotional activities. The Government of India permits foreign banks to operate through (i) branches. with a network of 68. Foreign Banks At the end of March 2005. as part of the banking reform process and as a measure to induce competition in the banking sector. with nearly 69. There are nine “new” private sector banks operating at present. provisioning for non-performing assets. and may further be classified as public sector banks. investment valuation and capital adequacy standards for commercial banks. home loans. 2005. which showed signs of an eventual default. This resulted in the introduction of nine private sector banks. Regional Rural Banks Regional rural banks were established from 1976 to 1987 jointly by the Central Government. trade and agriculture. including exposure standards. notifications and circulars on various areas. The primary activity of most foreign banks in India has been in the corporate segment. In July 1993. There were 196 regional rural banks at the end of March 2005 with 14. accounting for 3. were merged with state-owned banks. the majority of Indian banks were public sector banks. RBI permitted entry by the private sector into the banking system. income recognition. small entrepreneurs and agricultural labourers.320 branches and accounted for 74. credit cards and household consumer finance. Private Sector Banks After bank nationalisation was completed in 1969 and 1980. RBI requires these institutions to furnish information relating to their businesses to RBI on a regular basis. Scheduled commercial banks have a presence throughout India. At the end of March 2005 there were 284 scheduled commercial banks and four non-scheduled commercial banks in the country. RBI manages the country’s money supply and foreign exchange and also serves as a bank for the GoI and for the country’s commercial banks. public sector banks had 47. Regional rural banks provide credit to small farmers.47% of the outstanding gross bank credit of the scheduled commercial banks. or (iii) a subsidiary with aggregate foreign investment of up to 74% in a private bank. Public Sector Banks Public sector banks make up the largest category of banks in the Indian banking system. At the end of March 2005. long-term lending institutions and non-banking finance companies. 20 private sector banks existing prior to July 1993 were operating as at March 31. Bank of Baroda is a corresponding new bank. They include the SBI and its associate banks and 20 nationalised banks. (ii) a wholly owned subsidiary.

wholly-owned subsidiaries in India. announced that long-term lending institutions would have the option of transforming themselves into banks subject to compliance with the prudential norms as applicable to banks in India. debentures and guarantees. The RBI in July 2004 issued a Draft Policy on Investment and Governance in Private Sector Banks. 2005. the Ministry of Commerce and Industry. Infrastructure Development Finance Company Limited and Industrial Investment Bank of India. borrowings in the call market and term deposits placed with other urban cooperative banks. IFCI Limited. Their new activities include: Fee-based activities like investment banking and advisory services. RBI undertook several interim measures to address the issues. RBI issued guidelines on several operational and regulatory issues which were required to be addressed in evolving the path for transition of a term lending institution into a universal bank. The non-banking finance companies. mostly in the private sector. specifies that all co-operative banks are under the supervision and regulation of RBI. pending formal legislative changes.H. S. Although the initial role of these institutions was largely limited to providing a channel for government funding to industry. including priority sector lending norms. including measures related to lending against shares. However. All nonbanking finance companies are required to register with RBI in terms of The Reserve Bank of India (Amendment) Act. RBI is currently responsible for the supervision and regulation of urban co-operative societies. The Banking Regulation (Amendment) and Miscellaneous Provisions Act. the operating environment of the term lending institutions has changed substantially. 2004 (which came into effect as of September 24. the National Bank for Agriculture and Rural Development. In light of the liquidity and insolvency problems experienced by some cooperative banks in fiscal 2001. state co-operative banks and district central co-operative banks. Non-Banking Finance Companies There were 13. a working group created to harmonise the role and operations of term lending institutions and banks. The announcement also stated that the aggregate of foreign investment in a private bank from all sources would be allowed up to a maximum of 74% of the paid up capital of the bank. Khan Working Group. the reform process required them to expand the scope of their business activities. Term Lending Institutions Term lending institutions were established to provide medium-term and long-term financial assistance to various industries for setting up new projects and for the expansion and modernization of existing facilities. The RBI has put in place a set of directions to regulate the activities of 35 . had access to concessional government funding. ICICI Limited had a reverse merger with its banking subsidiary effective from April 2002. Cooperative Banks Cooperative banks cater to the financing needs of agriculture. which set out certain broad principles underlying the framework relating to ownership of private sector banks. direct subscription to shares. GoI announced that the foreign direct investment limit in private sector banks has been raised to 74% from the existing 49% under the automatic route including investment by FIIs. 2004). The primary long-term lending institutions include Industrial Development Bank of India (converted into a banking company with effect from October 2004). in its mid-term review of monetary and credit policy for fiscal 2000. Subsidiaries of foreign banks will have to adhere to all banking regulations. In April 2001. These institutions provide fundbased and non-fund based assistance to industry in the form of loans. 1997. and Short-term lending activity including corporate loans and working capital loans. small industry and self-employed businessmen in urban and semi-urban areas of India. Pursuant to the recommendations of the Committee on Banking Sector Reforms (Narasimham Committee II). accordingly.187 non-banking finance companies in India as of March 31. underwriting. loan and investment companies and deposits and business activities of Residuary Non-Banking Companies (RNBCs). in recent years. Industrial Development Bank of India was converted into a banking company with the name of Industrial Development Bank of India Limited within the meaning of the Bank Regulation Act and the Companies Act with effect from October 2004. RBI. hire purchase. on the basis of their principal activities are broadly classified into four categories namely equipment leasing. The term lending institutions were expected to play a critical role in industrial growth in India and. applicable to domestic banks. The state land development banks and the primary land development banks provide longterm credit for agriculture. In March 2004.

Life Insurance Corporation of India. there are also state industrial development corporations. in fiscal 2005. Insurance Companies As of August 31. 13 are in the private sector and one is in the public sector.37 billion and the total new premiums of all life insurance companies were Rs. Small Industries Development Bank of India. They include the National Bank for Agricultural and Rural Development. 194. In fiscal 2004. RBI has directed commercial banks to lend at least 3. The reinsurance company. Out of the NBFCs registered with RBI as of March 2005.0% of their incremental deposits in the form of housing loans. General Insurance Corporation of India. 2005. Among the general insurance companies.56% in the fiscal 2004. Of the 14 life insurance companies. is in the public sector. 14 are general insurance companies and one is a reinsurance company. Housing loans up to certain limits prescribed by RBI as well as mortgage-backed securities qualify for priority sector lending under RBI’s directed lending rules.93% during fiscal 2005 for private sector life insurance companies in new business written.65% during fiscal 2005 for private sector non-life insurance companies for business in India.35% in fiscal 2002 to 5. In recent years.30 billion. several other players including banks have entered the housing finance industry. The market share of private sector life insurance companies in new business written increased from 1. Power Finance Corporation Limited and the Infrastructure Development Finance Corporation Limited.0% for the purpose of determining capital adequacy. The National Housing Bank and the Housing and Urban Development Corporation Limited are the two Government-controlled financial institutions created to improve the availability of housing finance in India. The NBFCs which accept public deposits are subject to strict supervision and capital adequacy requirements of RBI. the scope of their business has grown substantially. At the state level. 253.43 billion. 474 NBFCs accept public deposits. The National Housing Bank Act provides for refinancing and securitization of housing loans. As per provisional figures released by Insurance Regulatory and Development Authority (IRDA). The directions are aimed at controlling the deposit acceptance activity of NBFCs. foreclosure of mortgages and setting up of the Mortgage Credit Guarantee Scheme. Over the past few years. The state financial institutions are expected to achieve balanced regional socio-economic growth by generating employment opportunities and widening the ownership base of industry. Provisional figures released by IRDA indicate a market share of 21. State Level Financial Institutions State financial corporations operate at the state level and form an integral part of the institutional financing system.95 billion and the total new premiums of all life insurance companies were Rs. of which 14 are life insurance companies. Risk Capital and Technology Finance Corporation Limited. Housing Finance Companies Housing finance companies form a distinct sub-group of the non-bank finance companies and are regulated by National Housing Bank (NHB). Provisional figures released by IRDA indicate a market share of 19. National Housing Bank.16% in fiscal 2003 and 14. General Insurance Corporation of India and public sector general insurance companies also provide long-term financial assistance to the industrial sector. there were 29 insurance companies in India. Other Financial Institutions Specialized Financial Institutions In addition to the long-term lending institutions. the market shares of private sector insurance companies have been increasing in both life and non-life insurance businesses. Until recently. Housing Development Finance Corporation Limited was the premier institution providing housing finance in India. RBI increased this risk weightage for loans to residential properties to 75% in December 2004.66% in fiscal 2003 and 12. Tourism Finance Corporation of India Limited. nine are in the private sector and five are in the public sector. Export Import Bank of India. Further. there are various specialized financial institutions that cater to the specific needs of different sectors. the total gross premiums underwritten of all general insurance companies were Rs. 160.09% during the fiscal 2004. 36 . RBI has reduced the risk weight for loans for residential properties to 50. which provide finance primarily to medium-sized and large-sized enterprises. The market share of private sector non-life insurance companies for business in India increased from 3.86% in fiscal 2002 to 9. State financial corporations were set up to finance and promote small and medium-sized enterprises.BANK OF BARODA NBFCs under its jurisdiction. As a result of the various incentives given by the Government for investing in the housing sector in recent years. However. 180. the total gross premiums underwritten of all general insurance companies were Rs.

the regulations also channelled lending into priority sectors. As a result. the commercial banks provided a range of banking services to individuals and businesses. In particular. Unit Trust of India was the only mutual fund operating in India. to 5. Various financial sector reforms. along with the broadening of term lending institutions’ product portfolios. non-performing assets were comparatively high. The industry is regulated by the SEBI (Mutual Fund) Regulation 1996. and operational flexibility was hindered.0% currently. The focus of the commercial banks was primarily to mobilise household savings through demand and time deposits and to use these deposits to meet the short-term financial needs of borrowers in industry. Banks were required to fund the public sector through the mandatory acquisition of lowinterest-bearing government securities or statutory liquidity ratio bonds to fulfil statutory liquidity requirements. including balanced industrial growth and employment creation. Committee on the Financial System (Narasimham Committee I) The Committee on the Financial System (Narasimham Committee I) was set up in August 1991 to recommend measures for reforming the financial sector. Liberalisation and the Reform Process Impact of Liberalisation on the Banking Sector Until 1991. was reduced from 15. which has covered almost all important facets of the industry. Similarly. there have been comprehensive changes in the Indian financial system. in the pre-reform period. RBI has permitted the transformation of term lending institutions into banks subject to compliance with the applicable law. the financial sector in India was heavily controlled. since 1991. However. Most large banks in India were nationalised by 1980 and thereafter were subject to a high degree of control until reform began in 1991. In addition to controlling interest rates and entry into the banking sector. implemented since 1991.0% in October 1997.5%. especially in areas requiring development. Term lending institutions were focused on the achievement of the Indian government’s various socio-economic objectives. The mutual funds industry was opened up to the private sector in 1993. the emergence of a liberalised domestic capital market. and entry of new private sector banks. the two dominant financial intermediaries. was reduced from 38. 1495. bank profitability was low. capital adequacy was diminished. the statutory liquidity ratio. From 1963 to 1987. had mutually exclusive roles and objectives and operated in a largely stable environment. This meant that the significance of the statutory liquidity ratio shifted from being a major instrument for financing the public sector in the pre-reform era to becoming a prudential requirement. the banking industry in India has undergone a significant transformation. Banking Sector Reforms In the wake of the last decade of financial reforms. Many of the recommendations made by the committee. in the pre-reform period. several other public sector mutual funds entered this sector. with little or no competition. were implemented by the Government of India. which addressed organisational issues.54 billion. the Life Insurance Corporation of India and General Insurance Corporation of India. accounting practices and operating procedures. the deregulation of interest rates. to 25. It was set up in 1963 at the initiative of the Government and RBI. The major recommendations that were implemented included the following: With fiscal stabilisation and the Government increasingly resorting to market borrowing to raise resources. 37 . the cash reserve ratio or the proportion of the bank’s net demand and time liabilities that were required to be deposited with RBI.Mutual Funds As of the end of March 2005. have progressively intensified the competition among banks and term lending institutions.0%. These mutual funds were established by public sector banks. In addition. and commercial banks and term lending institutions. or the proportion of a bank’s net demand and time liabilities that were required to be invested in government securities. there were 29 mutual funds in India with total net assets of Rs. have transformed the operating environment of the banks and long-term lending institutions. These lending institutions provided access to long-term funds at subsidised rates through loans and equity from the Government of India and from funds guaranteed by the Government of India originating from commercial banks in India and foreign currency resources originating from multilateral and bilateral agencies. trade and agriculture. From 1987 onwards.

the Finance Act. income recognition and loan loss provisioning. the Tarapore Committee on Capital Account Convertibility. Committee on Capital Account Convertibility (Tarapore Committee) In 1997. was repealed and replaced by the FEMA with effect from June 2000. 1934: to remove the limits of the CRR to facilitate greater flexibility in monetary policy. To meet additional capital requirements. constituted by the Reserve Bank. The successes of the reforms were aided to a large extent by the relative macroeconomic stability during the period. FERA which formed the statutory basis for exchange control in India. which provides for the following: to remove the lower and upper bounds to the Statutory Liquidity Ratio and provide flexibility to RBI to prescribe prudential norms. Banks have implemented new prudential accounting norms for the classification of assets. RBI set itself the objective of achieving these preconditions within three years from the date the Tarapore Committee was constituted.BANK OF BARODA Special tribunals were created to resolve bad debt problems. and Substantial capital infusion to several state-owned banks was approved in order to bring their capital adequacy closer to internationally accepted standards. set out the preconditions for capital account convertibility. Committee on Banking Sector Reform (Narasimham Committee II) The second Committee on Banking Sector Reform (Narasimham Committee II) submitted its report in April 1998. Accordingly. 2005. Proposed Structural Reforms Amendments to the Banking Regulation Act A comprehensive bill to amend the Banking Regulation Act. while the rigour of directed lending has been progressively reduced. The major recommendations of the committee were in respect of capital adequacy requirements. Amendments to the Reserve Bank of India Act Further. Interest rates have been deregulated. 1949. and enhancement of credit-linking of Self-Help Groups with the Banking System. Most of the restrictions on interest rates for deposits were removed and commercial banks were allowed to set their own level of interest rates for all deposits except savings bank deposits. risk management and merger policies. The three crucial preconditions were fiscal consolidation. and to introduce specific provisions to enable the consolidated supervision of banks and their subsidiaries by RBI in consonance with international best practices. provides for the introduction of the following amendments to the Reserve Bank of India Act. public sector banks have been allowed to access the market for funds. The Tarapore Committee also recommended change in the legislative framework governing foreign exchange transactions. asset classification and provisioning. to allow banking companies to issue preference shares. The stronger public sector banks were given permission to issue equity to increase capital. Another distinguishing feature of the reforms was the successful sequencing and gradual introduction of the reforms. RBI accepted and began implementing many of these recommendations in October 1998. reverse repo or otherwise. introduction of new provision to provide for set-off of losses to banking companies in cases of amalgamation. Following the Bank for International Settlements (BIS) guidelines. and to enable RBI to lend or borrow securities by way of repo. was recently passed. a mandated inflation target and a strengthening of the financial system. 38 . capital adequacy norms have also been prescribed.

Any lender having a minimum 20% exposure in term loan or working capital may make a reference to the CDR Forum. discretion to the core group in dealing with wilful defaulters in certain cases other than cases involving faruds or diversion of funds with malafide intentions. 100 million or more.Legislative Framework for Recovery of Debts Due to Banks In fiscal 2003. The objective of this framework is to ensure a timely and transparent mechanism for the restructuring of corporate debts of viable entities facing problems. RBI has devised a corporate debt restructuring system. including the right to sell or otherwise dispose of the assets. wherein they found that the requirement of making a deposit of 75% of the amount claimed at the time of making a petition or an appeal to the DRT in order to challenge the measures taken by the creditor was unreasonable and therefore. registration and licensing by RBI. AIR 2004 SC 2371. a niche body of select institutions that decides policy matters. 1985.04. the Government of India announced measures for establishing more debt recovery tribunals and the eventual repeal of the Sick Industrial Companies (Special Provision) Act. 1993 was enacted. 39 .No. which is the general body of all member institutions. 45-21. the Recovery of Debts due to Banks and Financial Institutions Act. which has all the member banks/FIs as its members.132-2005-06 dated November 10. failing which the secured creditor may take possession of the assets constituting the security for the loan. 1985. The Securitisation Act provides the powers of “seize and desist” to banks. outside the purview of the Board for Industrial and Financial Reconstruction.BC. RBI has by its circular DBOD BP. The corporate debt restructuring system is a non-statutory mechanism and a voluntary system based on debtor-creditor and inter-creditor agreements. the Parliament passed the Securitisation Act. This legislation provides for the establishment of a tribunal for the speedy resolution of litigation and the recovery of debts owed to banks or financial institutions. While presenting its budget for fiscal 2002. The total membership of the CDR Forum as on March 31. requirement of support of 60% of creditors by number in addition to the support of 75% of creditors by value with a view to make the decision making more equitable. in respect of loans classified as non-performing in accordance with RBI guidelines. The system put in place by RBI contemplates a three tier structure with the CDR Standing Forum at the helm. and operations. out of which is carved out the core group. The legislation creates tribunals before which the banks or the financial institutions can file a suit for recovery of the amounts due to them. RBI has issued guidelines for asset reconstruction companies in respect of their establishment. following the recommendations of the Narasimham Committee I. linking the restoration of asset classification prevailing on the date of reference to the CDR cell to implementation of the CDR package within four months from the date of approval of the package. Decisions on restructuring are taken by the CDR Empowered Group. This Act also provides for the establishment of asset reconstruction companies regulated by RBI to acquire assets from banks and financial institutions. of which there were 14 FIs. under the Sick Industrial Companies (Special Provision) Act. 2004 was 60. The constitutionality of the Securitisation Act was challenged in Mardia Chemicals Limited v. give notice in writing to the borrower requiring it to discharge its liabilities within 60 days. the notification to make the repeal effective has not yet been issued. 27 public sector banks and 19 private sector banks. struck down. In particular. and exercise management rights in relation thereto. However. a CDR Cell has been formed. To assist the CDR Forum in secretarial matters and for analysis of the restructuring packages. While the Parliament has repealed this Act. if a scheme of reconstruction is pending before the Board for Industrial and Financial Reconstruction. no proceeding for recovery can be initiated or continued before the tribunals. Earlier. Corporate Debt Restructuring (“CDR”) To put in place an institutional mechanism for the restructuring of corporate debt. except Section 17(2). Union of India. 2005 amended the above guidelines on CDR and the major amendments include the following: extension of the scheme to entities with outstanding exposure of Rs. The Act provides that a “secured creditor” may. debt recovery tribunals and other legal proceedings. the framework aims to preserve viable corporates that are affected by certain internal and external factors and minimize the losses to the creditors and other stakeholders through an orderly and co-ordinated restructuring program. The Supreme Court upheld the validity of the Act.

As per the RBI’s Annual Policy statement for fiscal 2006. Consistent with the above. The LAF scheme has been operating with overnight fixed rate repo and reverse repo with effect from November 1. The fixed repo rate under LAF remained unchanged at 6. in response to evolving circumstances with a view to stabilising inflationary expectations. There is no change in the bank rate. RBI has announced a series of measures in its monetary and credit policy statements aimed at deregulating and strengthening the financial system. If a long-term lending institution chose to exercise the option available to it and formally decided to convert itself into a universal bank.75% to 5. In the Annual Policy for fiscal 2006. the RBI issued guidelines on several operational and regulatory issues which were required to be addressed in evolving the path for transition of a long-term lending institution into a universal bank. 2004. limiting RBI’s role to providing broad guidelines for CDR mechanism. convergence in the methodology for computation of economic sacrifice among banks and FIs. in its mid-term review of monetary and credit policy for fiscal 2000. RBI. In the Annual Policy for fiscal 2006. 2005 from 4. Universal Banking Guidelines Universal banking. enhancing disclosures in the balance sheet for providing greater transparency.00%. The CRR level has been kept unchanged at 5. which remains at 6. among others: Liquidity adjustment facility (“LAF”) scheme: The international usage of “repo” and “reverse repo” terms was adopted from October 29. to pursue an interest rate environment that is conducive to macroeconomic and price stability. and regulatory treatment of non-SLR instruments acquired while funding interest or in lieu of outstanding principal and valuation of such instruments. pro-rata sharing of additional finance requirement by both term lenders and working capital lenders. allowing OTS as a part of the CDR mechanism to make the exit option more flexible. in the Indian context.00%.00%.00% of net demand and time liabilities as on the last Friday of the second preceding fortnight. the rate of CRR of scheduled commercial banks has been kept at 5. it could formulate a plan for the transition path and a strategy for smooth conversion into a universal bank over a specified time frame. means the transformation of long-term lending institutions into banks. RBI has introduced the following measures.BANK OF BARODA restricting the regulatory concession in asset classification and provisioning to the first restructuring where the package also has to meet norms relating too turn-around period and minimum sacrifice and funds infusion by promoters. As part of its effort to continue bank reform. Annual Policy Statement RBI has renamed its credit policy as the “Annual Policy” statement since it is more aimed at structural adjustments rather than controlling the credit flow in the economy. 2004.00%. The fixed reverse repo rate under the LAF scheme was increased effective from April 29. and To consider measures in a calibrated manner. RBI has stated that the overall stance of monetary policy for fiscal 2006 shall be as follows: Provision of appropriate liquidity to meet credit growth and support investment and export demand in the economy while placing equal emphasis on price stability. 40 . announced that long-term lending institutions would have the option of transforming themselves into banks subject to compliance with the prudential norms as applicable to banks. Pursuant to the recommendations of the Narasimham Committee II and the Khan Working Group. and maintaining the momentum of growth. In April 2001.

Banks are to be allowed to issue guarantees or standby letters of credit in respect of ECBs raised by textile companies for the modernisation or expansion of textile units.0%. which was released in late October 2005. RBI shall issue guidelines on merger and amalgamation between private sector banks and with NBFCs. minimising default risk and achieving a balanced development of various segments of the money market.25%.Ensuring stability in short-term interest rates. or any other entity notified by RBI. which are set up to finance infrastructure companies/ projects would be treated as financial institutions and ECBs raised by such entities would be considered under the approval route. subject to relevant legislation. RBI proposes the introduction of intra-day short selling in government securities proposed. 2005. norms for buying/ selling of shares by promoters before and during the process of merger and the Board’s involvement in the merger process. External Commercial Borrowings (ECBs) Special purpose vehicles. Mid-Term Review of Annual Policy Statement The Mid-Term Review of the Annual Policy Statement of RBI for fiscal 2006. 41 . Measures for simplifying the systems and procedures for offering better customer service and to continue with the liberalisation process for improvement of the foreign exchange market.K. Reverse repo rate increased by 25 basis points to 5. To raise the ceiling of overseas investment by Indian entities in overseas joint ventures and/or wholly owned subsidiaries from 100% to 200% of their net worth under the automatic route. 2006. determination of swap ratios. A screen-based negotiated quote-driven system for call/notice and term money markets and an electronic trading platform for market repo operations in government securities are being developed by the Clearing Corporation of India Ltd. in order to ensure that comprehensive code of conduct for fair treatment of customers are evolved and adhered to. The guidelines would cover process of merger proposal. disclosures. included the following measures: Monetary Measures Bank rate kept unchanged at 6. Financial Markets RBI constituted a new department called the Financial Markets Department in July 2005 with a view to moving towards functional separation between debt management and monetary operations. RBI will not be participating in the primary issuance of Government securities with effect from April 1. The principles underlying these guidelines would also be applicable as appropriate to public sector banks.0%. Interest Rate Policy Indian Banks’ Association is being asked to review the benchmark prime lending rate system and issue transparent guidelines for appropriate pricing of credit. NDS-OM module to be extended to all insurance entities that are mandated to invest in government securities. The cash reserve ratio was kept unchanged at 5. Structural and developmental measures for deepening and widening the government securities market. effective October 26. The spread between reverse repo rate and the repo rate under LAF was maintained at 100 basis points. Further sale of government securities allotted in primary issues with and between CSGL account holders (which is the demat form of holding Government securities) shall also take place on the same day. To set up an independent Banking Codes and Standards Board of India on the model of the mechanism in the U.

000 million to Rs. currency chest facility and licences to conduct foreign exchange business are issued only to scheduled commercial banks. A supervisory review process to be initiated with select banks having significant exposure to some sectors. At present. 1. in line with the corporate debt restructuring (CDR) mechanism prevailing in the banking sector has been formulated by RBI. so as to promote greater financial inclusion. including the year of merger. The modalities in regard to the functioning of the MFDEF are being considered. in both rural and urban areas. in order to ensure that effective risk management systems and sound internal controls are in place. Individual banks that have sound internal controls and robust risk management systems can approach the Reserve Bank to apply for higher limits. With a view to achieving greater financial inclusion all banks have been requested to make available a basic banking ‘no frills’ account either with nil or very low minimum balances as well as charges that would make such accounts accessible to vast sections of population. consolidated direct capital market exposure has been modified to 20% of the bank’s consolidated net worth. Financial Inclusion Measures have been proposed in respect of credit delivery mechanisms to (a) ensure financial inclusion of all segments of the population. 2. Institutional Developments The details of the scheme regarding implementation of the provisions of the Right to Information Act. 42 . 2005 have been placed on RBI’s website. A general permission has been granted to banks to issue debit cards in tie-up with non-bank entities. Direct advances to agricultural and SME sectors are exempted from the additional provisioning requirement. real estate. The general provisioning requirement for standard advances has been increased from the present level of 0. Acquirer UCB to be permitted to amortise the losses taken over from the acquired UCB over a period of not more than five years.25% to 0. Prudential Measures A bank’s aggregate capital market exposure has been restricted to 40% of the net worth of the bank on a stand alone and consolidated basis. RBI anticipates that the new 6-currency indices and the revised 36-country indices of NEER and REER will be published in the Reserve Bank of India Bulletin of December 2005. RBI has recently updated its nominal effective exchange rates (NEER) and real effective exchange rates (REER) indices. revitalise the regional rural banks (RRBs) and focus commercial banking towards the credit-disadvantaged sectors. An internal working group proposed to examine and revise guidelines concerning relief measures to be provided in areas affected by natural calamities. highly leveraged NBFCs. (b) formulate liberal and comprehensive policies for extending loans to the SME sector and (c) rationalise the cost of loans to the SME sector with cost linked to credit ratings. venture capital funds and capital markets. The Micro Finance Development Fund set up in the NABARD has been re-designated as the Microfinance Development and Equity Fund (MFDEF) and its funding increased from Rs. namely.000 million.40%. A debt restructuring mechanism for units in the SME sector.BANK OF BARODA Credit Delivery Mechanisms Banks have been advised (a) to fix their own targets for financing the SME sector so as to reflect higher disbursement required by RBI. Currency chest facility and licence to conduct foreign exchange business (authorised person licence) to scheduled UCBs registered under the Multi-State Co-operative Societies Act and under the State Acts where the State Governments concerned have assured regulatory coordination by entering into Memorandum of Understanding with RBI. All banks are urged to give wide publicity to the fact such a ‘nofrills’ account is available. (b) instate a comprehensive framework to revive the cooperative credit system.

a bank with higher risk rating will undergo more frequent supervisory reviews than those with lower risk rating. there are 95 direct participants in the RTGS system. including us. In preparation for the adoption of the Basel II accord. and RTGS provides for transfer of funds relating to inter bank settlements as also for customer related fund transfers. 2007. Efforts have also been made to integrate non-banking finance companies into the mainstream financial sector. 2005. banks are now exposed to different types of risks. provisioning and capital adequacy were prescribed for non-banking finance companies in June 1994. The percentage of liquid assets to be maintained by non-banking finance companies has been revised uniformly upwards and since April 1999. Implementation of market risk systems will be completed within two years from the year ended March 31.0% of public deposits must be maintained.Reforms of the Non-Banking Finance Companies The standards relating to income recognition. In view of the dynamic nature of the financial market. RBI has also moved towards adoption of Risk Based Supervision (RBS) of banks under which the risk profile of the banks will decide their supervisory cycles . India crossed a major milestone in the development of systemically important payment systems and complied with the core principles framed by the Bank for International Settlements. In respect of lending. RTGS Implementation in India With the commencement of operations of the Real Time Gross Settlement (“RTGS”) system from March 26. There is a provision for intra-day collaterised liquidity support for member banks to smoothen the temporary mismatch of fund flows. In the February 1992 budget. It is a fully secure system which uses digital signatures and public key infrastructure based inscription for safe and secure message transmission. which was earlier being settled through the deferred net settlement systems based inter-bank clearing. Settlement is done on a real time basis and the funds settled can be further used immediately. banks have already been required by RBI to take active measures in terms of risk management systems. 15. Other measures introduced include requiring non-banking finance companies to maintain a certain percentage of liquid assets and to create a reserve fund. 2004. RBI determined the official value of the Rupee in relation to a weighted basket of currencies of India’s major trading partners. a new dual exchange rate mechanism was introduced by allowing conversion of 60.S. they face credit risk which includes default risk and portfolio risk.0% by year-end fiscal 1995 and 8. The registered non-banking finance companies were required to achieve a minimum capital adequacy of 6.0% of the foreign 43 . 1992. Exchange Controls Restrictions on Conversion of Rupees There are restrictions on the conversion of Rupees into U.0% by year-end fiscal 1996 and to obtain a minimum credit rating. Dollars. evaluate capital charges including for operational risk and bring about more transparency in financial reporting as part of market discipline. and exchange risk. RBI has also indicated that it will adopt a phased approach to the implementation of the Basel II accord. RBI announced in July 1996 certain liberalization measures under which the non-banking finance companies registered with it and complying with the prudential norms and credit rating requirements were granted freedom from the ceiling on interest rates on deposits and amount of deposits. As of March 31. banks face various market risks like interest rate risk. Settlement of funds is final and irrevocable. liquidity risk. Before February 29. New Initiatives in the Banking Sector Risk Management and Basel II With gradual deregulation. Banks also face risks like operational risk. is now being settled under RTGS. The salient features of the RTGS are as follows: Payments are settled transaction by transaction for high value and retail payments. 2005 and the credit risk and operational risk systems with effect from March 31. To encourage the companies complying with the regulatory framework. More than 75% of the value of inter bank transfers.

remote access and Internet banking etc. telebanking. required to buy foreign exchange at the market rate except for certain specified priority imports. without the approval of RBI provided that the Equity Shares are sold on a recognized stock exchange through a registered stock broker and a no objection/tax clearance certificate from the income-tax authority has been produced.0% at the official rate.. However. 1973. However. RBI announced relaxations in payment restrictions in case of a number of transactions.219 at March 31. 1999. compared with 5. then the sale proceeds may be remitted as per the terms of such an approval. 1999 has eased restrictions on current account transactions. However. RBI Annual Report for the fiscal 2005 states that the use of ATMs has been growing rapidly and this has helped in optimising the investments made by banks in infrastructure. which is entrusted with 44 . If the prior approval of RBI has been obtained for the sale of the Equity Shares. RBI is actively pursuing the objective of establishing a Real Time Gross Settlement (RTGS) system on par with other developed economies. Effective July 1995. Restrictions on Sale of the Equity Shares and Repatriation of Sale Proceeds Under Indian regulations and practice. replacing the earlier Foreign Exchange Regulation Act. sale of such shares under the portfolio investment scheme prescribed by RBI does not require the approval of RBI provided the sale is made on a recognized stock exchange and through a registered stock broker. 1999 to regulate the various kinds of capital account transactions. 2000. such as foreign travel and medical treatment. 1999 was to facilitate external trade and promote the orderly development and maintenance of the foreign exchange market in India.963 ATMs at March 31.BANK OF BARODA exchange received on trade or current account at a market-determined rate and the remaining 40. Banks are also implementing “Core Banking” or “Centralised Banking”. 2004. In December 1999. The payment and settlement system is also being modernised.e. The total number of ATMs installed by the public sector banks stood at 8. While the Foreign Exchange Regulation Act. There are five such ATM network clusters functioning in India. Banks are developing alternative channels of delivery like ATMs. Besides computerization of front-office operations. In March 1993. which became effective on June 1. Corporate Governance Adoption of good corporate governance practices has been getting the attention of banks as well as the regulators and owners in India. benefiting a larger number of customers. 2003.$25. Since August 1994. Technology Technology is emerging as a key-driver of business in the banking and financial services industry.000 per calendar year for any permissible current or capital account transactions or a combination of both. RBI has issued regulations under the Foreign Exchange Management Act. of persons). the Government of India has substantially complied with its obligations owed to the International Monetary Fund. In February 1994 and again in August 1994. This legislation indicated a major shift in the policy of the Government with regard to foreign exchange management in India. All importers were. RBI has also permitted authorized dealers to freely allow remittances by individuals up to U. Banks have joined together in small clusters to share their ATM networks during the year. 1973 was aimed at the conservation of foreign exchange and its utilization for the economic development of the country. The Foreign Exchange Management Act. Indian banks have been making significant investments in technology. the exchange rate was unified and allowed to float. including contingent liabilities. the process of current account convertibility was advanced by relaxing restrictions on foreign exchange for various purposes. the approval of RBI is required for the sale of Equity Shares by a non-resident of India to a resident of India as well as for renunciation of rights to a resident of India.S. The Foreign Exchange Management Act. the Indian parliament passed the Foreign Exchange Management Act. those which alter the assets or liabilities. which provides connectivity between branches and helps offer a large number of value-added products. the objective of the Foreign Exchange Management Act. Banks in India now typically have an audit committee of the board of directors. RBI continues to exercise control over capital account transactions (i. including certain aspects of the purchase and issuance of shares of Indian companies. however. 1999 regulates transactions involving foreign exchange and provides that certain transactions cannot be carried out without the general or special permission of RBI. the banks have moved towards back-office centralization. if the Equity Shares are sold under the portfolio investment scheme then the sale proceeds may be remitted through an authorized dealer. under which India is committed to refrain from using exchange restrictions on current international transactions as an instrument in managing the balance of payments.

45 . Further. allowance for depreciation of such banking institution for the previous year in which the scheme of amalgamation was brought into force and other provisions of the I. particularly as banks will be required to attain higher capital standards under Basel II and meet the pressures of competition by adoption of the extended universal banking model. It is envisaged that the consolidation process in the public sector bank group is imminent. these have usually involved financially distressed banks. as the case may be. Disclosure levels in bank balance sheets have been enhanced.T. a corresponding new bank. for depreciation shall apply accordingly. and allowance. Act relating to the set-off and carry forward of loss. Consolidation Indian banks are increasingly recognizing the importance of size. reviewing financial accounts and follow-up with the statutory and external auditors of the bank as well as examinations by regulators. The Government has also provided tax breaks aimed at promoting mergers and acquisitions (Section 72(A) of the I.T. operationalisation and quality control of the internal audit function. Act enables the acquiring entity (which could be a company. the accumulated loss and the unabsorbed depreciation of such banking company shall be deemed to be the loss or. Although there have been instances of mergers. under the Finance Act. the government has indicated that it would not stand in the way of mergers of public sector banks. These efforts have received encouragement from the views publicly expressed by the current Government favouring consolidation in the Indian banking sector. while measures have also been initiated to strengthen corporate governance in banks. a banking company or a specified bank) the benefit of “carry forward and set-off of accumulated losses and unabsorbed depreciation” of the acquired entity. subject to specified conditions being fulfilled). 2005 a new Section 72AA has been incorporated into the I. Mergers and acquisitions are seen by banks as a means of achieving inorganic growth in size and attaining economies of scale and scope. provided the bank boards come up with a proposal of merger.the task of overseeing the organisation. Notwithstanding the government ownership of public sector banks. during the amalgamation of a banking company with any other banking institution under a scheme sanctioned and brought into force by the Central Government under Section 45 (7) of the Banking Regulation Act. Act pursuant to which.T. based on synergies and potential for improved operational efficiency.

working capital finance.BANK OF BARODA BUSINESS The financial figures used in this section.844. we had a work force of over 39. and FITCH. have an international presence in 19 countries with 59 branches and offices. investments. depositary services and debit cards cater to the financial needs of all our customers. respectively. We are one of the largest retail banks in India in terms of number of customers. In addition. At March 31. which has a strong agricultural base and developing industrial base. Our international operations have a considerable history with our first overseas branch in Mombassa. loans and advances. which varies from country to country. stand-alone Audit Reports for the relevant years and our reporting to RBI.28% of our total business (deposits plus advances) and total income.74%. and were assigned a rating of “CGR-2” from ICRA. We provide a wide range of corporate financial services. unless otherwise stated. international operations. retail financial services. Our deposit products. We offer a variety of banking services through our international network. respectively. 943. 46 . We have a wide network of branches across India. demonstrating the high quality of our corporate governance. short-term corporate loans. our Bank had assets of Rs. 1. have been derived from our restated.47% and 9. we had 2. 53. In addition to our domestic operations. Brussels.83%. we have treasury operations in several global financial centres including London. on a consolidated basis. In addition.78% and 7. business financial services. we had assets of Rs. stand-alone financial statements included in thi Red Herring Prospectus. Our business involves six main business areas: corporate financial services. which reflects a stable outlook. At September 30. Business Overview We are one of India’s leading commercial banks. SITB enables us to leverage arbitrage opportunities and ensure better risk management and compliance. and we believe Government support to the Bank is regarded favourably by the general public.06 million and our net worth was Rs. 57. which gives us diversity of business and a wide customer reach. project finance and cash management.59 million on a standalone basis.013.41 million and our net worth was Rs. we were the first public sector bank to obtain a corporate governance rating. and we are well positioned to offer retail customers convenient and accessible banking services. ICRA. we have an international presence in 19 countries across the globe. We were established in 1908 in Baroda as a private bank and following nationalization became a wholly-owned Government bank in 1969. The markets integrated by our treasury operations are domestic money. in fiscal 2004. We also offer fee based services such as cash management and remittance services. Kenya established in 1953. 2005. We provide business financial services to small and medium sized enterprises as well as to commercial enterprises. 2005. retail loans. As of September 30. As of September 30.577. foreign exchange and derivatives. on a consolidated basis rising from 14. We had our initial public offering in 1996 at which time the shareholding of the Government of India was diluted to 66. term loans and advances for the acquisition. global treasury. Moody’s have given us a financial strength rating of ‘D(FSR)’ and a rating of ‘Ba2’ for long term deposits. We have a diverse shareholder base.479. Today. and rural financial services. the Government of India’s shareholding will be reduced to 53. 2005. Our services include deposits. Mauritius.556. Our branch network is strong in the industrially developed states of Gujarat and Maharashtra as well as in the state of Uttar Pradesh.38 million on a stand-alone basis.81%.694 branches in India spread over 27 states and five union territories. We have been profitable continuously and have a consistent record of paying dividends to our shareholders. we. New York. 2005. Our domestic treasury operations are integrated through our Specialized Integrated Treasury Branch (SITB). construction or improvement of assets. Our head office is in Baroda and our corporate office is in Mumbai.170 people serving over 25 million customers. This wide range of services allows us to also develop personalised banking solutions for individual business customers. We maintain the highest credit rating for both our short-term and long-term borrowings from the following rating agencies: CRISIL. Our products include various deposits. and our strategy is to emphasize retail banking. In fiscal 2005 our international operations contributed 15. along with our Subsidiaries. After this Issue. We provide commercial banking products and services to corporate customers including mid-sized and small businesses and government entities.

371 35. We have launched a major technology enabled business transformation project throughout our organisation.155 66. in million) 38 17 55 103.639 23.700 Deposits (Rs.900 47.223 Number Deposits Advances (Rs.414 70.836 5. 2005 Number of branches 483 25 255 692 984 261 2. The following table sets forth our Bank’s and its Subsidiaries’ international operations by number of countries.444 40. 2005. in million 110. we have consolidated our branch operations on account of which the operations of 15 of our branches were merged with other branches. in million 45. We have also maintained our focus on addressing the needs of priority sector customers and offer specialized products and services to these sectors.511 96.847 1. 2005: International As at March 31. Subsequently.525 As at March 31. Our rural financial services include the provision of special offerings that extend credit facilities to small and marginal farmers.909 50.720 6.943 Number Deposits Advances (Rs.610 51.388 739. in million 58. in million 73. as applicable.840 115. 2005 Countries(1) Number Deposits Advances (Rs.832 During the period from April 2005 to September 2005. 2005 Number of branches 482 25 256 692 977 262 2.174 201. deposits and for our domestic operations as at March 31. BOB UK.121 424.209 10.883 2.775 42. Therefore. phone banking and the Internet.100 66. the total of the countries is one less than the sum of our country branches and Subsidiaries.900 branches in India and all branches abroad. which we are in the process of integrating as part of our Core Banking Solution. We deliver our products and services through our extensive branch network. all banking services will be available to our customers through multiple service channels and on an “anytime anywhere” basis.223 91.113 In the UK we have a presence through branches as well as through our subsidiary. agricultural labourers and cottage industry entrepreneurs.013 335.714 45.922 Advances (Rs. as at March 31.313 85.809 4. extension counters. 2004 and 2005 and September 30. 2004 and 2005 and September 30.866 709.453 60.170 rural. deposits and advances.692 Deposits (Rs.561 5.147 132. The following table gives the region-wise summary of our number of branches.283 167. in million) 38 16 54 86.320 Branches Subsidiaries Total (1) 10 6 15 10 7 16 5 6 134.889 2. 541 semi-urban.858 5.720 65.556 27. As of November 30.455 As at September 30.694 Deposits (Rs.035 39. 47 .644 110. all of which are either fully or partially computerised.412 11.420 119.350 312. 493 urban and 493 metropolitan branches. 2005: Domestic As at March 31.081 376. 2004 Type Countries (1) As at March 31.800 12.252 78. in million 140.324 4.153 28. number of branches or Subsidairies. ATMs. With this technology platform in place. all our overseas and treasury operations are fully computerised. in million) 10 7 16 39 17 121. 2004 Geographic Distribution Northern India North-Eastern India Eastern India Central India Western India Southern India Total Number of branches 479 25 250 693 984 261 2.463 Advances (Rs.Nassau and Dubai.055 310. our Indian branch network comprised 1.763 340.588 227.087 643. In addition.912 Advances (Rs. in million 131.953 54. we believe that our Core Banking Solution will be commenced in more than 1.484 84. 2005 Countries (1) As at September 30. We plan to roll-out our Core Banking Solution in 125 branches in fiscal 2006.

and BOB Housing . human resources management system and cheque truncation system. our following Subsidiaries are also in the following businesses: (i) (ii) (iii) (iv) BOBCARDS . we had representative offices in three other countries. Business Strategy We intend to enhance our position as a cost efficient and customer focused institution that provides comprehensive banking and related services.Primary dealership. We believe this will help us to compete and excel in the increasingly challenging and competitive domestic and global banking environments. to 8 p. with particular emphasis on the following strategies. Grow our international operations We have maintained an international presence for the past 52 years and we intend to continue to grow our global operations. As its financial statements are not consolidated with our Bank’s. Our additional customer service initiatives include providing customer services at certain branches from 8 a. core banking. Therefore. Focus on marketing our credit products to large and medium sized industrial units and infrastructure projects We have initiated operational and organizational structure changes to accelerate our credit growth to large and medium sized industrial units and infrastructure projects. Implement new initiatives to accomplish total customer centricity We continue to implement new information technology and other initiatives to provide total customer centricity and have made advances in the networking. operating select 24-hour branches.m. merchant banking and other capital market activities. financial analysis and planning. Thailand. Indo-Zambia Bank Limited is a joint venture in Zambia. data warehousing. 2005. On August 9. Our organizational changes include creating separate internal departments for product development. In addition. BOB Caps . As part of our strategy to provide our customers with the best on-demand service. marketing and credit expansion and establishing a project finance department. ATMs and other delivery channels. The infrastructure will allow us to realign the way in which we interact with our employees and conduct business with our customers and business partners.m. we do not include it for the purposes of calculating our international operations. We have entered into an agreement with Hewlett Packard (HP) to assist us in delivering a uniform.Housing finance. Subsidiaries and Associate are focused on providing retail banking. delivery channel integration. call centre. Our operational changes include moving large corporate accounts to dedicated corporate finance services branches and sanctioning of hunting limits (pre-approved credit limits) for top rated corporations. enterprise general ledger. It will also enable us to be compliant with Basel II norms within the prescribed time limit whilst fulfilling the requirements of regulators in various jurisdictions. Internet banking. remittances. debt refinancings. Through this project we will implement and manage an enterprise-wide service-oriented architecture including. one of our Associates. global treasury. allow us to focus on asset creation and to develop cross border business by providing trade and project finance.Credit card. In addition to commercial banking operations. portal-based IT infrastructure to cover both our domestic and international operations. customer relationship management. 2005. computerisation and interconnectivity of our branches. loan syndications. BOB AMC . Our aim is that all our branches and offices be brought under our private network in order to provide our customers with total customer centricity and service their needs on an “anywhere anytime” basis across the globe. as at Sepetmeber 30. syndications and correspondent 48 . we opened our representative office in Bangkok. phone banking.. providing value added services on ATMs and introducing low cost rural ATMs. Our international branches.Asset management. structured products and wealth management services and. along with our representative offices.BANK OF BARODA In addition to our branches and Subsidiaries. among others. we have commenced a comprehensive technology enabled business transformation project. Through competitive pricing. risk and performance management. we have an international presence in 19 countries. we also plan to increase our share of non-funded and fee based business such as project appraisals. guarantees and letters of credit.

and improving customer service. The industry supports approximately two-thirds of India’s population and accounts for 14. Maldives and an OBU at Singapore. including ATMs and internet banking.92% of our funding as of March 31. Reduce cost of funds We have achieved a low overall cost of funds through a large base of low-cost deposits. Sri Lanka and Trinidad and Tobago and Isle of Man. appointing a brand ambassador. launching new products and services. We have received approval from the RBI and are awaiting host country approval for the opening of branches in Houston (USA). developing our distribution channels.39%. In addition. particularly in the rural areas where many of the deposits are low-cost savings deposits. We intend to develop these businesses by entering into joint ventures and alliances with leading product and service suppliers and. which are complementary to our existing product and service lines such as life insurance and stock broking. alliances and strategic acquisitions We intend to expand into new lines of business. and launching product focused campaigns.32% of our total deposits. We have a nationwide presence in the agriculture and small-scale industry sectors. Approximately 23. We believe we can enlarge our low-cost funding base by leveraging our extensive branch network and large customer base. Increasing the sale of high margin products such as insurance products and selling our depository services will also increase our fee-based revenue. Our dedicated retail banking department was established in October 2002. Continue growing our retail banking business We have identified the growth of our retail banking sector as a priority business initiative for the past few years. in some cases. We also intend to promote the cross-selling of our own and third party products in order to augment our fee based revenue.banking services. RBI approvals have been received for the opening of new offices in. 2005. We recently opened a branch in Leicester in the United Kingdom and a representative office in Bangkok in Thailand. we believe that there is potential to generate additional revenue growth by focusing on higher value added products and by enhancing cross-selling across our different distribution channels. We see increased potential for credit deployment in agricultural export zones throughout the country. we are focused on the retail rural section emphasizing low interest savings deposits. 2005. Hong Kong Bangladesh. will enhance the visibility of our brand name and strengthen our recognition as a premiere Indian bank. 49 . cereals. We have identified over 500 of our rural branches to target consumers for intensive farm credit lending. In particular. Our retail loans have grown from Rs.709 branches in rural and semi-urban centres and we intend to maintain and enhance our position as one of the leading banks for agricultural lending in India. Baroda Moneyplexes (dedicated retail product cells) and housing finance branch locations.128 million as at March 31. Our low cost deposits.45 % of our total deposits as of that date. 2005. may also make strategic acquisitions. reflecting a CAGR of 53. we are looking to grow our global loan syndication business through our dedicated syndication center located in our London branch. 63. Building our corporate image and our “Bank of Baroda” brand We intend to continue to enhance our brand recognition in the marketplace through our brand building efforts. We will continue to look for attractive opportunities to expand our international reach and grow our business outside India. For example. We believe that these initiatives. Another aspect of our strategy is to further strengthen our ties with the agricultural community as well as related manufacturers. vegetables and fruits. We have already intensified our focus on this sector by simplifying our current processes. and we have also initiated a special scheme for financing the purchase of second hand farming equipment. both current and savings.7% of export earnings. Our total deposits represented 84. We have undertaken various communication and promotional initiatives such as developing and introducing our new logo. As of September 30. We have 1. we have entered tie-ups with eight tractor manufacturing companies to promote investment credit. 27. In addition. constituted 36. with total deposits representing 85. New Zealand. as well as this Issue. India has large unexploited land resources and a variety of agro-climatic zones. 2003 to Rs. Strengthen our priority sector banking business We believe that priority sectors (including agriculture and small-scale industry) offer large and potentially profitable growth opportunities.78% of our funds as of that date. establishing specialist personal banking. It is one of the largest producers of milk. We intend to further expand our agriculture and small-scale industry sector banking activities by establishing more small scale industry branches. Canada. Entering new areas businesses.0% of India’s GDP is derived from agriculture.830 million as at March 31. our low cost deposits constituted 38.

10) 8.26 12. 2004 Loans 240.707 % of Total 70. business and agricultural customers.285 424. Working Capital Finance We offer corporations working capital finance in Indian and foreign currencies to meet their operating expenses. construction or improvement of assets.178 30.84 (11.00 September 30.57 (10.30 (9. our subsidiary BOB Caps provides a full range of appraisal and merchant banking services.565) 73.128 31.55) 17. Our products include term loans.455 % of Total 71.153 (35. 2005 Loans 269439 (37661) 63. We also subscribe to commercial papers issued by corporations with high credit ratings. In addition. assist in the purchase of stock and inventory and provide financing for receivables. We also offer fee based services such as cash management and remittance services.50 9.194 312.02 (11.47 100. 2003 Sector Corporate and Commercial (Of which Small Scale Industries (SSIs) Housing & Retail (1) Agriculture Total outstanding loans Loans 252. except for percentages) March 31. Corporate Banking General We provide commercial banking products and services to corporate customers including mid-sized and small businesses and government entities.BANK OF BARODA Overview of our Lending Operations We offer products and services to our retail. The following table presents our sector-wise outstanding domestic loans and the proportion of these loans to our outstanding total domestic loans. Loans to Small and Medium Sized Borrowers We offer loans to eligible small and medium sized companies. 2005 Loans 298.317 52.00 March 31.386 (34.71 10.525 % of Total 76. Loans and advances We offer a range of loan and advance products to assist our corporate customers with their financial needs.107) 42.44 100. 50 .565 (40.831 43185 376. corporate.00 (1) The above figures are based on compilation of data received from all the regions. advances for the acquisition. business enterprises and trading houses (including partnership and proprietary concerns) on competitive terms commensurate with the credit rating of the customer. diversification and modernisation of industrial units or to pay off existing debt from other banks or financial institutions. Term Finance Fund based finance is offered by way of term loans and non-fund based finance by way of deferred payment guarantees to corporate customers for capital expenditure purposes and for the acquisition of fixed assets for expansion.23) 13.66 100.503 % of Total 81.27 100. Short Term Corporate Loans This loan plan allows customers to meet working capital as well as general corporate business requirements.00 March 31.989 311. Sub-PLR Advances Sub-PLR loans and advances are offered to high-rated customers at a rate lower than our Benchmark Prime Lending Rate (BPLR) for all their business purposes. as of the dates indicated: (Rs. The advance against securities is reflected as part of retail loans from March 31. in million. 2005 onwards and accordingly the previous period figures are not comparable. Working capital finance is provided either by funded facilities where funds are made available to assist customers purchase assets or meet business expenses or by non-funded facilities where we issue letters of credit or give guarantees on behalf of the customer to the suppliers or Government departments for the procurement of goods and services.96 11.587) 27.00) 16.

Mumbai. corporate office. bonds and other forms of foreign currency funding. This role enables us to approve and finance technology upgradation schemes and release the eligible subsidy expeditiously to our clients. we are an active player in granting and arranging ECBs for Indian corporations. Infrastructure Finance This product is used by corporate customers to fund all types of infrastructure projects including power generation. Infrastructure finance is also available in Indian currency and foreign currency as required by the customer. we have a large base of NRI customers. External Commercial Borrowings External Commercial Borrowings refers to foreign currency borrowings raised by Indian corporations from confirmed banking sources outside of India. transmission and distribution. Foreign currency denominated loans in India are granted against the foreign currency funds a bank has on account of FCNR (B) deposits. corporations can raise funds in foreign currencies through credit facilities. Post shipment finance is extended by way of discounting of export bills to exporters at internationally competitive interest rates. we have established a dedicated syndication desk in our international division. Nodal Bank with respect to Technology Upgradtion Scheme for the Textile Industry We also act as a nodal bank to channelise subsidies provided by the Government under the Technology Upgradation Fund Scheme for the textile industry. To facilitate ECBs. This product allows the owners of these commercial properties to obtain loans secured against the future rent receivable from such properties. Foreign currency loans to Indian corporations are granted as per the external commercial borrowing policy of the Government of India and the Reserve Bank of India. With a presence at major financial centres of the world. Export Credits We offer both pre and post shipment credit to Indian exporters through Rupee denominated loans as well as foreign currency loans in India. Our services in Mumbai are supplemented by a specialized global syndication center in London. FRNs. we are well equipped and strategically positioned to create and offer innovative products that are tailor made to the needs of Indian corporations. which has the sole task of arranging funds for Indian corporations from international markets. Other Corporate Products and Services Foreign Currency Credits We provide loan facilities in foreign currencies inside India and abroad. water supply system and urban development projects. This enables us to arrange for and grant foreign currency loans to NRIs as well as multinational corporations at competitive rates. With a wide global presence. We also provide foreign currency short/medium and long term loans at our overseas branches to eligible corporate entities to finance their projects in India as well as for executing project exports.Project Finance We provide customers with finance for new and on-going projects and these funds may be denominated in Rupees or other currencies as required. Currently. telecommunication. we also have a strong foreign currency resource base at our money centre branches. As a result. airport and sea port-development activities. India for sanctioning and arranging ECBs by way of syndicated loans. With offices in many of the major global financial centers in the world. we have developed very strong relationships with a large number of banks across the globe. By continuously arranging syndicated loans to Indian corporations and leveraging our strong global presence. This enables us to pool a large resource base of FCNR (B) deposits. Loan against Future Rent Receivables This product has been developed in response to the growth in the real estate market in metropolitan and urban centers where many commercial properties and shopping malls have been developed. road and bridge construction. putting us in a position to offer foreign currency loans in India at very competitive rates. 51 .

806.0 2.27 0.4 717. Business Banking We offer a full range of fixed and current deposits to our business customers so that they can determine which combination of flexibility and return is most suitable to their requirements.874.26% of our total outstanding gross domestic advances.20 156.01 1.00 68. We use simplified loan documents and processes in order to facilitate our lending to small business borrowers.29 6. million.59 0. Retail Banking Loans Our total outstanding retail loans and advances were Rs.00 1. 10 million.001.40 3. 2005 % of total Amount Outstanding outstanding Personal loans 35.BANK OF BARODA Import Finance We provide various types of credit facilities and other services to importers in their import business to India.40 1.67 3. tools and working capital requirements.708.42 0. 2005: (In Rs. Small Scale Industries and Ancillary Units We offer special loan and advance facilities for the purpose of fixed capital investment and also for working capital requirements of small scale industries being those businesses with investments in plant and machinery (original cost) not exceeding Rs.66 4.97 0.8 4.10.922.25 0. except for percentages) March 31. 2005.96 0.59 4. 2005 and September 30. we offer business customers a suite of financial solutions specifically for small scale industry and small business borrowers.20 672.20 2.35 0.90 225.969. March 31. representing 17.10 million as of September 30.13 0.20 1.10 378.60 52.6 13. 10 million and ancillary units with investments in plant and machinery (original cost) not exceeding Rs. 2004 % of total Amount Outstanding outstanding Personal loans Baroda Housing Loan Baroda Home Improvement Loan Baroda Education Loan Baroda Car Loan Baroda Two Wheeler Loan Baroda Consumer Durables Loan Baroda Personal Computers Loan Baroda Personal Loan Baroda Marriage Loan Baroda Festival Loan 28. 73. Loans and Advances In addition to the Working Capital Finance and Term Finance facilities as offered to our corporate customers and Traders Loan offered to retail customers.20 12.317.70 4.734.10 278.00 52 March 31.98 0.719. The various facilities provided include collection of import bills.80 457.44 1.7 2.9 550.00 570.091. provision of import letters of credit.40 2.93 0. We also have schemes (including BOB Vyapar Scheme) for retail traders and service-providing business enterprises.2 3.9 48.60 0.02 .07 2. 2004 .50 654.25 0.05 0. The products offered are similar to those offered to our corporate and retail customers.75 5. as of March 31.450.72 0. foreign currency loan financing and issuing of guarantees on behalf of importers.2 430. The following table classifies our outstanding retail loans by category of loan.808.30 105. 2005 % of total Amount Outstanding outstanding Personal loans 33.80 0. products for small road and water transport operators including associations of operators not exceeding six individuals to help acquire vehicles.00 4.55 1.6 160.35 6. Small Business Borrowers Our offerings include facilities for professionals and self employed individuals to fund the acquisition of business premises.010.74 0.02 September 30.22 0.

750.0 95.00 March 31. The Baroda Vidya loans of up to Rs.08 0.4 2.00 19.70 63. For students attending professional and technical studies outside India. 2005 % of total Amount Outstanding outstanding Personal loans 13.60 0.00 0. Baroda Home Improvement Loan Under this product we offer loans to customers for repairs.00 0. The Baroda Gyan loan product permits borrowings of up to Rs.64 3. post-graduate.13 0. 2005 % of total Amount Outstanding outstanding Personal loans 9.10 25.80 42. renovations.00 4.17 0.000 and is designed for students in India pursuing graduate.10 2. Educational loan products provided by us may be used for fees payable to educational institutions. graduate and post-graduate education. library or laboratory fees. 53 .60 7. 1. Group borrowers and employees of approved organizations may also be eligible for concessions for Home Improvement Loans for the purpose of conducting repairs required on account of natural disasters such as floods. geysers and air conditioners.56 0. The Baroda Loan for Executive Development has been established to assist executives undertake specialized management courses.30 90.98 0.50 0.00 0.317.851.00 11.33 0.97 0.66 0.112.14 11. examination costs.5 million may be made with a repayment period of up to five years. improvements.650.1 128.47 0.12 3.10 52.830. 400. instruments and uniforms. Baroda Education Loan Through our education loan products we offer retail customers support for school. we offer the Baroda Scholar loan.00 0.177.6 0. 800.00 100.04 0.40 1.March 31. cyclones and earthquakes.12 0.00 0. Under this product. Tax benefits are also available to eligible customers including income tax exemptions. Loans of up to Rs.00 0. extensions of existing properties and for the purchase of furniture.89 3.10 18. 2004 % of total Amount Outstanding outstanding Personal loans Baroda Advance Against Securities Baroda Advance Against Property Baroda Loan to Pensioners Baroda Loan to Defence Pensioners Baroda Professional Loan Baroda Traders Loan Baroda Loan Against Rent Receivables Baroda Additional Assured Advance Baroda Vaibhav Lakshmi Baroda Eco-Friendly Gas Kit Loan Baroda Desh Videsh Yatra Loon Baroda loan for IPO Subscription Totaloutstanding Personal loans 51. Our recently introduced educational loan is a product designed for working executives who are not eligible for our other educational products.7 1.404.3 113.344.0 0.05 100.03 0. equipment.313.60 14.55 0.14 0.335. fixtures.9 88. financing of an old house and repayment of loans from other housing finance companies. furnishing including fans.00 The following is a description of our principal personal loan products: Baroda Housing Loan Our housing loan provides customers with finance for the purchase of a new house or land.30 197.6 7. amounts up to Rs.920.000 are available for this purpose. 10 million may be borrowed and we offer flexible repayment periods of up to 25 years.4 405.00 September 30. Available in foreign currencies if required.15 9. professional and other courses following completion of school. loans of up to Rs.11 100.10 359.70 0.000 are available for studies between Nursery and Standard XII.4 73. fees and other charges payable to accommodation providers and to assist students in the purchase of books.30 70.4 2.

20. Baroda Advance against Securities We are able to provide advances against national savings certificates. 50.000. this loan product allows customers to borrow from Rs. 5 million can be availed way of loan and/or an overdraft facility for the purchase of medical equipments. purchase of ambulance etc.000. 100. 200. families and small businesses obtain up to date technology. 100. 200.000). 20. 54 . Baroda Consumer Durables Loan We provide personal loans up to a maximum of Rs.000 to customers to cover expenses such as unexpected medical expenses. 1 million to finance the purchase of new and used automobiles.000 and Rs. purchase of gifts and purchase of food grains. eligible Government Bonds and shares. Professionals. oil and other grocery items for the full year. Baroda Vaibhav Lakshmi We extend loans to working women up to a maximum of Rs. Usual repayment terms of 10 months are offered to customers taking out festival loans. Further security is required for loans in excess of Rs. Baroda Doctors Loans We offer an exclusive product to cater to the financial needs of medical practitioners. Baroda Personal Computer Loans Available for computer hardware (up to Rs. 50. 5 million with a repayment period of ten years for overdraft facilities and seven-years for loans.000. which gives the flexibility of a personal loan as high as Rs. Baroda Two Wheeler loan Available for all two wheelers. We do not take any margin or security for this loan. Kisan Vikas Patra. We offer a maximum repayment period of 48 months. Such loans are typically repayable in three years. 1 million may be availed for travel in India and abroad respectively. This facility is available to salaried or self-employed individuals.000 to Rs. 0. 5. These loans are typically made for a period of up to five years and secured against the durables purchased.BANK OF BARODA Baroda Car Loan We provide loans up to Rs. salaried individuals and self-employed businessmen are able to take advantage of this product by borrowing up to a maximum of Rs.000. travel expenses and honeymoon holidays. A maximum amount of Rs. 100. Indira Vikas Patra. We offer a maximum repayment period of three years. Baroda Desh Videsh Yatra Loan We extend loans to finance the expenses that may be incurred in the course of travelling within India or and abroad. Relief Bonds. We also offer is the Baroda Marriage Loan. Baroda Personal Loans and Marriage Loan We offer loans of between Rs. an amount upto Rs. 200. The loans are intended to meet expenses associated with festivals.000 for the purchase of consumer durables. our personal computer loans allow individuals.000) and software (up to Rs. Under this scheme. we offer loan/ overdrafts against unencumbered property. The loan is to be repaid in a maximum of 60 months from the date of the loan. Baroda Festival Loans Our Festival Loan facility provides loans up to a maximum of Rs. secured against the vehicle. development of clinic. Life Insurance Polices. professionals and businessmen having regular and stable income.2 million and Rs. Baroda Advance against Property For properties in urban and metro centers.000 to cover the expenses associated with wedding arrangements.

Baroda Loans to Pensioners and Defence Pensioners We extend loans to pensioners up to Rs. 1 million to individuals for subscribing to equity shares in public issues. the last reporting 55 . Rural Banking Priority Sector Advances Approximately 23. 25. 2. 0. doctors. Amounts between Rs. Loans under this facility are limited to Rs.000 and Rs. 2005. Lending Automation Processing Software had been rolled-out in 185 branches of which 71 were dedicated corporate branches.7% of export earnings. The industry supports approximately two-thirds of India’s population and accounts for 14. 1. Baroda Eco-friendly Gas Kit Loan We provide loans of up to Rs. car manufacturers and dealers and white goods suppliers and enter into tie-ups and strategic alliances in the future. which are often secured by the automobile or other acceptable security. Theses ten Centralized Processing Cells are providing services to 303 branches. Such loans are required be repaid within 90 days.5 million may be borrowed under this product. New Retail Banking Initiatives As part of our strategy to grow our retail banking business. 25. Baroda Traders Loan The Baroda Traders Loan enables individuals and bodies such as partnership firms and co-operative societies to raise working capital or undertake development of workspace by way of loan or overdraft. educational institutions. and Establishing Baroda Moneyplexes. Establishing ten ‘Centralized Processing Cells’ in eight metro/ urban centres for speedier appraisal. 62 Moneyplexes had been rolled-out. 10 million and subject to a maximum term of five years. Moneyplexes are designed to promote all of our retail products. teachers. Baroda Professional Loans We extend loans to professionals and self-employed individuals including. we have undertaken the following initiatives: Customising products for specific borrower groups such as group of employees. chartered accountants. among others. and will allow us to foster relationships with service providers such as builders. Baroda Loans against Future Rent Receivable The Loans against Future Rent Receivables product has been developed following the growth of real estate in various metropolitan and urban centers. which are essentially dedicated retail centres within branches with staff with authority to undertake the processing of loans and make credit decisions. interior decorators. As at November 30. As at November 30. As of the last reporting Friday of March 2004.Baroda Loan for IPO Subscription We extend loans upto a maximum of Rs. practising company secretaries and travel agents. 2005. Through this facility we are able to offer loans secured against the future rental receipts of commercial properties and shopping malls. processing and sanctioning of retail proposals by using Lending Automation Processing Software to improve turn around time of the branches located at these centres. The margin money payable for such loans is 50% of the loan extended. Rolling-out our Lending Automation Processing Software package in all metro and urban branches to simplify and speed up the authorisation and processing of loans and ensure consistency amongst branches. defence personnel. and offering incentives for such borrowers such as concessional rates of interest or waiving processing and documentation charges.000 for the installation of eco-friendly gas kits in cars. architects.5 million for retired defence personnel and their spouses.0% of India’s GDP is derived from agriculture.1 million rising to Rs.

73 0.148 22.179. landless labourers.96% of our net bank credit. Financing and Investment We assist by providing loans for the purchase of agricultural implements for farmers and also landless labourers. The table below sets out the geographic distribution of agricultural accounts across India. in Million) 18. organizations. This includes all individuals.012.70 169.366 2. respectively. the last reporting Friday of March 2005 and the last reporting Friday of September 2005.00 Number of Accounts March 2005 Amount Outstanding (Rs. Individuals and entities which provide services to farmers and others in the agriculture sector can also benefit from our products.20 1. entrepreneurs.27 35.38 2.29 5.60 5.5596 416.559. investment requirements for infrastructure. warehouse owners and agro service centers) who are capable of carrying out such activities and have viable schemes for providing custom services to farmers.852 3.32 100.434. sericulture.BANK OF BARODA Friday of March 2005 and the last reporting Friday of September 2005.179. Baroda Kisan Credit Card The Baroda Kisan Credit Card is designed exclusively for the benefit of farmers and aims to provide them the opportunity to manage and utilize funds according to their needs. market yard or authorized licensee in market yard.62 0. A crop cultivation lending scheme is also in place to assist farmers to purchase agricultural inputs and cover the other expenses related to the raising of crops. 15.724 724.073.626 62.30 5.40 97. Allied Investment We support the development of allied activities to agriculture including dairy. corporations (such as agro industries corporations. processing and marketing activities of farmers.131.40 3964. mushrooms and apiculture by extending short term and long term finance.47 31. Loans are also available for the cost of storing produce.747.70 7. as of the last reporting Friday of March 2004. The facility provides support to farmers for their production needs including for the purchase of quality inputs.00 11.24%. institutions. unforeseen family expenses and non-farm activities. 2005. in Million) 23. heavy agricultural machinery either by farmers having larger holdings with irrigation facilities or groups of farmers with shared irrigation facilities and second hand tractors and equipment. improving irrigation.030.600 94. fisheries.70 134. land development and construction and maintenance of farm buildings.20 14.317.00 September 2005 Number of Accounts Amount Outstanding (Rs.70 2.838 214. Security for these loans is often provided against the implement or by way of a pledge/hypothecation of agricultural produce. 56 .563.04 100.3502 8. We also provide a scheme for the establishment of agri-clinics and agri-business centers by agriculture graduates and assist by providing loans to unemployed technical personnel to provide custom services to farmers.438 846.30 % of total outstanding agricultural loans 49.60 2.00 Northern India North-Eastern India Eastern India Central India Western India Southern India Total agriculture portfolio 364.31 0.64 10.00 56.512 76.1193 23.900 40. in Million) 22.07 2.20 3. developing new orchards or maintaining orchards.10 1.152 Details of our facilities and products developed for our agricultural customers are set out below. Our dealings extend to assist the production. We had approximately 515.47 13.637 Baroda Kisan Credit Cards outstanding as at September 30.4570 2929 5. Agricultural Lending.20 896.983 21.395.45% and 14. poultry.485. farm maintenance expenses.812. We offer a wide variety of products and schemes to the agricultural community to assist rural development.058.50 20. March 2004 Geographic Distribution Number of Accounts Amount Outstanding (Rs.60 % of total outstanding agricultural loans 45.4752 80.20 45.10 39.312 44.29 36.653 246.94 100.8650 2. firms and organizations (co-operative societies).284.25 6.30 % of total outstanding agricultural loans 41.80 14. agricultural loans constituted 16.50 2.

87% of our net bank credit against the requirement of 40.474.241.40 Agriculture credit SSI credit Other priority sector credit Priority sector credit total Net bank credit (1) (2) (2) 39.70 45. self-employed and professional individuals. Developments We recognize the priority sector.0% of their net bank credit to certain specified sectors called priority sectors. Micro credit is provided by us either directly or through any intermediary.300. banks are required to lend a minimum of 18. These deposits have a maturity of up to seven years but are relatively low yielding.00 Net bank credit is gross bank credit less FCNR (B) deposits. Jaipur in Rajasthan and Theur in Maharashrtra.96 10. except for percentages) March 2004 Amount % of net bank credit (1) 16.87 374. our priority sector loans were Rs.60 56. 153.55 48. individuals or small groups.156.10 296.10 56.10 40.Micro Financing (SHG) Loans are also provided to self-help groups and non governmental organisations for on-lending to SHG members of SHGs.80 53. constituting 40.10 45.81 15.065.64 18. SSIs.30 243.071. 50 million).45 12.0%. Gandhinagar and Surat in Gujarat.0% of their net bank credit to the agriculture sector. housing finance up to certain limits and certain other sectors.156.24 13.60 33. The following table presents data on our outstanding priority sector lending.10 153. Out of the 40. small business. As of September 30.26 17.562. 2005.485. Directed Lending RBI guidelines require banks to lend at least 40. The loans reported are as of the last reporting Friday of the quarter.0%. retail trade and certain loans to individuals for education and other purposes. We report our priority sector loans to RBI on a quarterly basis.30 40. The objective of BSVS is to educate and train unemployed youth to generate sustainable self employment or community employment. which was the last reporting Friday for the half year ended September 30. Community Support Bank has set up an institution by the name Baroda Swarojgar Vikas Sansthan (BSVS) in the five regional centres of Lucknow in Uttar Pradesh. Priority sectors include the agricultural sector.747. The agriculture sector constituted 14.96 45. food and agri-based industries (with investments in plant and machinery up to Rs. We are required to comply with the priority sector lending requirements on the last reporting Friday (alternate Fridays are designated by RBI as “reporting Fridays”) of each fiscal year. as of the last reporting Friday of the months indicated. Any shortfall in the amount required to be lent to priority sectors may be required to be deposited with Government sponsored development banks such as the National Bank for Agriculture and Rural Development and the Small Industries Development Bank of India.96% of our priority sector credit and SSIs constituted 10. in particular farm credit and SSI lending.030. Includes transport.00 135. as growth areas for us and we intend to enhance our business in these areas by implementing the following initiatives: We have entered into memoranda of understanding with eight leading tractor-manufacturing companies for financing tractors under a tie-up arrangement.193.065 million.67 September 2005 Amount % of net bank credit (1) 14. 57 .472. including as a percentage of our total net bank credit.00 117.743. Lending to SHGs is included as a part of our lending to priority sectors. 2005. million. (In Rs.81% of our priority sector credit as of September 30.30 36.101.44 March 2005 Amount % of net bank credit (1) 15. 2005.

International Operations Our international operations have a considerable history with our first overseas branch in Mombassa. 4. We have OBUs in Santacruz Electronics Export Processing Zone. on a consolidated basis. 12. 2. These OBUs provide various foreign currency asset and liability products and services. respectively. 11. Under contract farming we allocate priority funding for the cultivation of specific crops to farmers supplying to the processing industries. Kenya in 1953. 1. Country Branches OBU(1) Subsidiaries Representative Office Branches of our Subsidiaries United Kingdom Bahamas U. 6. 15. and We have entered into tie-up arrangements with processing industries for contract farming. 10. 13. coffee board.S.In addition. 14.BANK OF BARODA We have initiated a special scheme for financing second hand tractors that is targeted towards small-scale farmers. 9.74%. 58 . A. Sr. spices board and coir board for this purpose. rising from 14. 8.A. which we believe will allow us to grow our SSI portfolio through 47 specialised SSI branches. rubber board.78% and 7. E. 16. Mauritius Belgium Fiji U. We offer a variety of banking services through our international network. Mumbai and in Mauritius and Bahamas. in fiscal 2004. No. Offshore Banking Units We are one of the few banks that have been granted permission by the Government of India and RBI to operate offshore banking units (OBUs). In fiscal 2005 our international operations contributed 15. Sultanate of Oman Seychelles South Africa Uganda Kenya Botswana Hong Kong Guyana Tanzania Thailand Peoples Republic of China Malaysia Total 8 1 6 7 1 8 1 3 1 1 1 1 1 1 1 1 1 1 1 1 1 36 2 7 3 6 6 1 13 (1) .47% and 9. 3. 7. 5. We have successfully implemented the credit guarantee fund trust scheme of India in our bank. 18. which vary from country to country. respectively. 19. we have an offshore banking unit operating in India Our wide spread reach provides gives us diversity of business and a wide customer reach. we have an international presence in 19 countries with 59 branches and offices. 17. We have identified an additional 509 branches from which to drive intensive agricultural lending. We have also developed relationships with central commodity boards such as the tea board.28% of our total business (deposits plus advances) and total income. On a consolidated basis.

0% of our demand and time liabilities in approved securities. As of September 30. Brussels and London branches are equipped with the latest technology and trained staff to provide services in Nostro accounts in United States Dollars.21% of our net demand and time liabilities consisted of Government and other approved securities. headed by professionals with significant experience to undertake various types of treasury activities for us in different financial markets. Apart from activities relating to management of funds and liquidity. 36.Correspondent Banking Our extensive worldwide network of branches are able to offer correspondent banking services to other Indian banks as well as banks from other countries. Trinidad and Tobago and Isle of Man. certificate of deposits.5% per annum on the remaining eligible balance. Treasury is responsible for maintaining these ratios for the bank. Euros and United Kingdom Pounds Sterling respectively. USA. For further discussion of these regulatory requirements. Maldives and Hong Kong and an OBU in Singapore. advising and confirming letters of credit issued by other banks. Our treasury is the focal point for the management of market risk for the bank. and handling remittances on behalf of other banks. 2005. and We have undertaken feasibility studies for the opening of an office in Australia. Under RBI’s statutory liquidity ratio (“SLR”) requirement. As of September 30 2005. We are able to discount at competitive rates bills under letters of credit issued by most Indian banks as well as other international banks. treasury bills. Our treasury undertakes liquidity management by seeking to maintain an optimum level of liquidity while complying with the cash reserve and statutory liquidity ratios. We maintain the statutory liquidity ratio through a portfolio of Government of India securities that we actively manage to optimize the yield and benefit from price movements. Overseas Expansion We intend to grow our operations through the following expansion overseas: We have received RBI approval for the opening of additional offices in. bonds and debentures. discounting of bills drawn under letters of credits. we are required to maintain an amount equal to at least 25. government securities. 3. Sri Lanka. our domestic treasury operations also handles commercial paper. such as Government of India securities.84% of our net demand and time liabilities were maintained in current account with RBI.0% of the net demand and time liabilities and pays interest at 3. 59 . New Zealand. In particular. our New York. equities and various other derivatives along with other financial instruments. we are required to maintain a minimum of 5% of our net demand and time liabilities in a current account with RBI. RBI pays no interest on these cash reserves up to 3. Canada. see the section titled “Regulations and Policies–Legal Reserve Requirements” on page 108 of this Red Herring Prospectus. Bangladesh. We are awaiting host country approval for the opening of a branch in Houston. India has an active and mature bond market which offers trading opportunities in these securities. The main services provided through our correspondent banking network include collection of bills. maintenance of foreign currency accounts. Treasury Domestic Operations We have established dedicated desks at the specialised integrated treasury branch. Under RBI’s cash reserve ratio requirements. Trade Finance We are very active in financing post sales international trade bills through our vast network of overseas branches and Subsidiaries. state government securities and other approved securities.

91 1.00 10.51 1.820.73 84. million 13.068.77 0.915.203.51 10.12 94.311 % 42.452 284 358.15 1.58 57.195.10 5.90 3.66 380.107. 2005 In Rs. 2004 In Rs.558 % 3.59 5.00 22.00 228.41 3.01 100.558.171.68 96.39 % 75.144.538 269. as of the dates indicated.48 % 76.73 4.66 % 79.00 37.84 67.35 1.020.05 3. we have enabled the SWIFT facility for worldwide inter-bank communication at 97 foreign exchange branches in India and at all overseas centers.06 3.52 10.73 100.58 2. We also maintain EEFC accounts for our export customers.773 % 5. 2005 In Rs. category wise allocation of our domestic investment portfolio: March 31.201 34 283.41 The following table sets forth.409.21 13.394 256.28 24.50 0.BANK OF BARODA The following table sets forth. Mutual Funds and Others Sub total Total (Domestic) Outside India Total In Rs.67 1.629.71 79.820. We are also able to offer NRIs a full range of products including remittance facilities and acceptance of deposits in Indian Rupees as well as in designated foreign currencies.20 54.68 370.41 55.01 100 March 31. 2003 Securities SLR Government Securities Approved Securities Subsidiaries and Joint Ventures Sub total Non-SLR Recap Bonds Bonds and debentures Shares Commercial Paper.188.89 100 348.402. 2005 In Rs.622.50 12.536.00 44.52 September 30.286.70 6.45 3.13 13.664.42 382.000.40 13.72 290.693. The modern dealing room at the Specialised Integrated Treasury Branch (SITB) at Mumbai handles much of our foreign exchange transactions and has enabled us to act as a market maker in both spot and forward markets as well as foreign swap markets.575 205. The services to our customers include hedging of foreign currency risks by providing forward covers and various derivatives products.820.50 73.99 0.096.39 1.92 2.01 100 September 30.506.136.685. as of the dates indicated. 2004 In Rs.611.90 15. the allocation of our investment portfolio. 60 . Million 152.34 0.694 % 26.120.72 5.00 45. 2005 In Rs.625. SWIFT enables international money transfers to be conducted more accurately and with greater speed.60 25.45 2.276 24 360.17 294.37 358. million 14.33 288. million 92. On the technology side.46 1.744.547. March 31.591.65 1.360.00 37.83 80.236.64 15.088.29 18.284.45 March 31. 2003 Securities Held to Maturtity Available for sale Held for Trading Total In Rs.01 100 March 31.83 1.87 0.54 301. Residents as well as returning NRIs can also make use of our resident foreign currency accounts.817. Million 273.45 5.050. We enter into foreign exchange and derivative transactions for our customers and on our own account.291 9 348.820.773.99 18. million 278.311.00 5.94 283. million 211.86 0.15 0.956.43 100. million 271.14 72.603.32 0.628.90 14.98 360.83 19.01 81.51 1.80 % 74.155.08 100 Foreign Exchange Operations Being a bank with a global presence.40 0. we are one of the leading foreign exchange dealers in India.00 20.258 347.58 2.898.43 March 31.11 0.57 0.44 19.57 20.037.793.

2005 206.255. Bharat Premium. Exclusive (Woman/ Youth/ General).000 merchant establishments across the country. Chennai.com to facilitate remittances from registered NRI clients. Delhi.279 221.286 1. Baroda Remit Express. business and rural customers.691. which is a currency specific prepaid card. Silver. in million) 417. which has been introduced in association with Timesofmoney. The various offerings marketed by BOBCARDS include Bobcards Paras. Baroda Remit Express We have established an additional remittance channel through our product.000 to Rs.7860 953.38 Six months ended September 30. Gold (Visa/ Master).064 337.Set forth below is our foreign exchange turnover for the periods indicated: Fiscal 2002 2003 2004 2005 (Rs.440.048. The Debit Card is accepted at over 10.000 Visa Electron ATMs in India and approximately 850. BoB Cash Reach facilitates the availability of funds and permits same day account crediting which our corporate customers require. The following is a description of our banking services offering: Credit Cards Through our wholly owned subsidiary.036 Merchant Turnover Interbank Turnover Total Banking Services 57. Cash Management and Remittances Baroda Money Express The Baroda Money Express remittance facility ensures rapid payments and transfer of funds as electronic remittance is the fastest method of transferring money. BoB Cash Reach Our BoB Cash Reach product provides electronic fund transfers and cash remittances at 53 cities through our specialized network of 58 designated branches. Hyderabad. Corporate Global and Gold Flexi.870 1.166 1. Our affiliation with Master Card International and Visa International allows our customers to have access to a vast network of international merchants and more than 25.086. 200. Over the past 20 years. We have also introduced the Baroda Desh Bidesh Yatra Card. BoB Dial The BoB Dial product also assists our corporate customers by providing a 24-hour telephone banking service through landline and mobile phones. 20. corporate.000 point of sale terminals in India and 13 million worldwide.523 278. The Bank has launched international money transfer services covering 888 branches in association with Western Union Money Transfer.238 1.771 We and certain of our Subsidiaries offer a wide range of banking services to our retail. Debit Cards We offer Bank of Baroda Debit Card as part of a commercial arrangement with VISA International. 61 . The card is also accepted at 100.533 1.352 21.000 ATMs worldwide.000. BOBCARDS has grown to have an extensive network of 40 area offices.204 1. The facility is available at 345 branches across 53 centres in India including all branches in Ahmedabad. and Pune. Mumbai.802 17. The credit limits of these products range from Rs. Bangalore.131. BOBCARDS we offer a full range of credit cards.777.

letting out safe deposit lockers is the most popular service. 110. during the period from September 2004 to March 31. profession tax and services to civil and non-civil ministries. NRIs do not require any prior permission from the RBI to hire a locker with us. we act as agency bank for undertaking various types of Government business including government deposit schemes/bonds. This service allows our customers to receive and pay all their bills from one Internet portal. and Pune. 1. Baroda. BOB Caps assists corporate customers to assess the value of their assets and holdings and in syndicating loans. 10. Kolkata. 2005. 5. Collection Services All our branches have the facility of collecting financial instruments including cheques. BillDesk We provide a bill payment service to our client using BillDesk technology. BOB Caps assists in loan syndication for all kinds of business ventures when a tie-up of business sources is required. We offer a safe space to store valuables.000. indirect taxes (CBEC). 113. We commenced this business in September 2004 and. Delhi. A minimum security deposit of Rs. we had 35. 2005. Chennai. documents and other important items. 62 .BANK OF BARODA We also provide remittance and collection facilities at market-competitive rates which are further negotiable for business enterprises and corporate customers. 12.000 is required when the annual rent of the locker is Rs. collection of direct taxes (CBDT). jewellery. Pune and certain other selected cities. refund orders and bills from customers and various centres. Hyderabad. It also provides merchant banking advice to corporate customers in all aspects of their business. 2005. Lockers can be rented out to individuals singly or jointly.000 or less and this amount rises to Rs.50 million.50 million and have earned a commission of Rs. Billers also benefit from our utilization of this technology through reduced processing expenses and improved customer service from online presentment and payment of bills. we have collected premium amounting to Rs. Depository Services We began our depository operations in 1999. sales tax (VAT). warrants. pension payment business. 2005 covering 16 cities. Ahmedabad. Credit and merchant appraisals are available for all types of business ventures including infrastructure projects by a specialized team of officials. Delhi. Government Business Apart from offering all retail banking services to customers. Safe Deposit Lockers Among the various other services we offer. We are registered as a depository participant with NSDL and CDSL. We have also launched a multi-city cheque payment facility since August 19. As at November 30.307 depository accounts. 1.70 million.000 if the locker rent is above Rs. Appraisal and Merchant Banking Our subsidiary. 11. The BoB Dial product also assists our corporate customers by providing a 24-hour telephone banking service through landline and mobile phones. Bangalore. we collected premiums amounting to Rs. We propose to upgrade the information technology associated with our depository operations as part of our centralised banking solutions roll-out and establish more branches with longer opening hours to service our demat customers. At present the full range of depository services are offered at eight select branches in Ahmedabad. Insurance We have entered into a memorandum of understanding with National Insurance Company Ltd to enable us to sell their non-life insurance product under corporate agency arrangement on a non-risk sharing basis. During the half year ended September 30. Mumbai. drafts. Information based Internet and Mobile Banking Services (I-BoB and M-BoB) We offer information based Internet banking (i-BoB) and mobile banking (m-BoB) services to customers maintaining accounts with our branches in Mumbai.50 million and we earned commission of Rs. We are also an accredited bank of the Ministry of Health and Family Welfare.

95 61.5% and a prescribed minimum balance is required to be maintained in these accounts to enable continued servicing. allow depositors to opt for payment of interest at maturity or at periodical intervals.00 63. The following table sets forth the balances outstanding by type of deposit.26 24.241 % of total 9.802 464.940 249. Deposit Products Fixed Deposit Accounts Interest bearing accounts are available for short and long terms.00 March 31. 2005 Balance outstanding 80.797 227. savings deposits and time (or term) deposits as follows: Demand deposits.479 531.234 434.65 8. We take Rupee or foreign currency denominated deposits and offer fixed and floating interest rates.543 40302 491. in million.20 3.717 4. also known as term deposits.940 484.965 417.155 29. which is currently 3. Our longer deposit plans for over 12 months include the Fast Access Deposit Scheme.48 7.510 54. which are non-interest bearing. and Term deposits (which have interest rates determined by us) including: Recurring deposits. are categorised as demand deposits.63 27.69 4.695 4.951 197.914 813. 2004 Balance outstanding 67.815 21. All of these products offer customers secure returns and may also offer flexible withdrawal options and effective tax treatments.01 861.00 September 30.654 5.45 0.97 28. Time deposits.62 100. The terms are flexible and instructions can be effected immediately making this plan most suitable for those with very regular transaction activity. Monthly Income Plan. other banks and private sector companies. Savings deposits accrue interest at a fixed rate set by RBI. which are deposits that accrue interest at a fixed rate set by RBI (which is currently 3.01 59.00 We take corporate deposits from large public sector corporations.664 % of total 9.921 729. Our Recurring Deposit Scheme Baroda Flexible Recurring Deposit Account is a savings account offered to retail customers.144 164.09 0.711 3.335 % of total 8.60 100.89 100. Yatha Shakti Jama Yojana. Current accounts.673 % of total 9.55 3.36 0.71 66.11 63.81 28.Deposits Our deposits are broadly classified into demand deposits.194 439.55 8.755 75.61 4. as of the dates indicated: (Rs.769 516. 2005 Balance outstanding 68.31 62.. Regular Income Plan.68 57.766 62. These deposits are also accepted as security by government departments and for margins for non-fund based facilities.5%) and upon which cheques can be drawn.83 8. 2003 Balance outstanding Demand deposits From Banks From Others Savings deposits Term deposits From Banks From Others Total deposits 59.28 0. Savings deposits.914 64. matured term deposits. 63 . government organizations.854 31. BoB Flexible Fixed Deposit Scheme. and Certificates of deposit. etc.717 100. which are periodic deposits of a fixed amount over a fixed term that accrue interest at a fixed rate. except percentages) March 31. Capital Gain Account Scheme and term deposits. Demand deposits can be withdrawn on demand during banking hours. Such accounts encourage saving by offering better interest rates and other beneficial conditions. We determine interest rates payable on term deposits.00 March 31. Regular Income Cum Recurring Deposit Plan.850 663. Current Deposits Our current deposits plans are designed to meet needs of different categories of customers.93 59.

Premium Current Account This product has been developed for high value current account customers having average quarterly balance of Rs. bank cheques to meet personal needs. We provide additional facilities and free services to such account holders including free issuance of demand drafts drawn on Indian branches. Additionally. Business and corporate customers are also able to take advantage of the overdraft facility offered in connection with current deposits. This product is only available at certain specified branches. including deposit products in Indian and foreign currencies. General Savings Account Our General Savings Account offers easy liquidity. We plan to add another 500 ATMs by December 2005 and anticipate that these ATMs will be equipped with the capacity to provide value added services such as bill payment services. and vice versa. free Baroda Money Express. security and interest on deposits.bankofbaroda. The facility is offered to customers of 585 branches across 139 cities We provide a multi city cheque facility at 201 branches in 16 cities to our current account holders maintaining a balance of over Rs.000 and above. Bangalore.000 per account.380 ATMs connected to NFS under this arrangement. 300. Deposits by Non-Resident Indians Through our wide network of foreign branches. We were among the 17 banks to join the National Financial Switch (NFS) set up by the Institute for Development and Research in Banking Technology in August 2004.000 and the other with a minimum average quarterly balance of Rs. Pune. complimentary PARAS Credit Card and free personal accident insurance cover during the first year of opening the account. one for depositors required to maintain minimum average quarterly balance of Rs. Our network of branches and other access points such as the Internet and telephone allow instructions in relation to a customers account to be issued or effected without delay. Under this facility. 100. There are two categories of premium current accounts. can use our ATMs. 100.BANK OF BARODA We offer flexible current deposit options to all our customers. and short messaging service (“SMS”) for those who need ready access to account details. BARODA OMNI is currently operational in seven cities (Chennai. 64 . This product has been awarded “Honourable Mention in Best in Remote Banking Award-2001” by Micro Banker Online Magazine of USA and we continue to develop the range of services offered under BARODA OMNI. Our cardholders can currently access 5. Super Savings Account The product is a savings bank account with value added propositions for high value Indian customers. 2005. whether they be located in metropolitan or rural areas can access a range of delivery methods to take advantage of our products and services. Customers are able to obtain a single view of their accounts across various branches. As of November 30. free collection of outstanding cheques drawn in favour of the account holder. we provide centralized telephone banking. 50. we had 525 ATMs in 190 cities. Cardholders of other banks.000. who are members of NFS. special cheques are issued by the customers of the Bank to their clients which are payable at par like local cheques at the multi city cheque centres of the Bank. Mumbai. telephone banking and the Internet. Ahmedabad and Delhi) and covers over 305 branches. This account can be opened by all prospective as well as existing current account holders except banks. the global network of over 850.000 Visa ATMs is available to our cardholders. we actively seek banking business from Non-Resident Indians (“NRIs”). seven days a week. We provide additional facilities and free services to our Premium Current Account holders. ATMs. Hyderabad. These channels allow customers to access information about their accounts and use banking services 24 hours a day. summary account histories and send cheque book requests via the Internet or mobile telephone. We seek to satisfy the comprehensive banking needs of NRIs by providing a wide range of services. Delivery Channels and Accessibility Our customers. offices and correspondent relations at various business locations around the world. Information on customer accounts is also available by Internet at our website www. These include access to physical branches. Under the BARODA OMNI umbrella.com. free transfer of funds to any branch of our Bank by mail or telegraphic transfers. computer banking and “any branch banking”.

risk and performance management. data warehousing. which are partially computerized branches. travellers and pensioners so that their cash requirements when on travel be met instantly. Computerization and Interconnectivity of Branches All our branches in India are either fully or partially computerized and utilise Bilingual Integrated Branch Automation Software and other applications such as ISBS and BOBLAN. risk management. The second phase involves the networking of other support applications and delivery channels including. The project formally commenced in April 2005 and the first phase of implementation involves rolling out core banking solutions in 1. Offering cheque truncation.094 ALPM branches. hire purchase and leasing. Offering bill payment services through public call offices and mobile telephones through C-sam. payment gateway and global treasury. about 1. Technology Enabled Business Transformation Project We recognised that in order to pursue our strategy of becoming an international bank with a customer centric focus.600 of our offices including the overseas offices will be put on a dedicated private network. Offering prepaid cards for students. to our Total Branch Automation System. ISDN. The infrastructure will allow us to realign the way in which we operate with our external and internal customers and business partners and. Over 1. 2005. Enterprise General Ledger.000 branches are being networked through leased lines. we had established 362 8 a.m. which will allow us to establish relationships with mobile telephone service providers. NEFT (National Electronic Funds Transfer). branches. to 8 p. among other applications: depository. 516 branches have been brought under computerization through a cluster approach where a nodal office caters to computerization requirements of a group of branches.Further.924 domestic and 55 international branches. are also fully computerized. which are similar to merchant terminals. Corporate mail services and the Intranet are also used to communicate with our customers and to share knowledge between all computerized branches and administrative offices. RTGS. help us to compete and excel in the increasingly challenging and competitive domestic and global banking environments. we would be required to invest in our information technology systems and in April 2005. we entered into an agreement with HP to assist us in delivering a uniform. as of November 30. Offering multi-city cheque facilities in all networked branches. an image-based clearing system. in turn. We have also begun converting all our ALPM (Advanced Ledger Posting Machines) branches. online trading. During this phase. phone banking. data warehouse and credit cards. We have set up 85 nodal offices. ATM switch. Additionally. human resources management system and cheque truncation system. VSATs for running multipurpose applications. 65 . BOB Housing and BOB AMC. branches. asset management. EDCs are cheaper to install and run than ATMs. portal-based IT infrastructure to cover both our domestic and international operations. payroll. Offering instant funds transfer across debit card leased line connected branches and making such funds available through ATMs. Through this project we will implement and manage an enterprise-wide service-oriented architecture including core banking. global treasury. We intend to deploy EDCs in areas where ATM networking is not possible. and Offering NEFT in all networked branches. our wholly owned Subsidiaries. delivery channel integration.088 of 1. all overseas branches. BOB Caps (Primary Dealership). RTGS (Real Time Gross Settlement) and SFMS (Structured Financial Messaging System). The remaining such branches are likely to be converted before the end of the current calendar year. The implementation also includes the roll out of other critically important applications such as HRMS. We intend to increase the number of delivery channels to provide total customer centricity for our customers including: Installing Electronic Data Capture. We have already converted 1. We are implementing our system to inter-connect all our branches electronically. customer relationship management. OBUs and one Associate are computerized. Core banking has been implemented in seven overseas territories. CRM. Internet banking. BOBCARDS.m. In addition.

which has evolved into a sophisticated and effective risk management tool for our business whereby overall responsibility for management of risks rests with a Sub-Committee of our Board. Reporting to each of these committees is a range of cells that identify.BANK OF BARODA Progress We have begun installing leased lines connecting 1. and Both HP and our information technology team have completed a detailed system study and a project management plan is being created by us in consultation with HP. Asset Liability Management Committee and Operational Risk Management Committee. is on its way to establish a robust technology platform for us. we have devised and implemented policies. which are used by credit officers at all levels. Reporting to this sub-committee is a Credit Policy Committee that comprises of Senior General Managers whose role is to formulate and implement various risk management strategies and monitor our risk management functions on a regular basis. measure. currently running to its implementation and roll-out schedule. Further.in two branches. Since October 2001. Corporate Research Cell The primary function of the Corporate Research Cell is the preparation and update of industry reports. RTGS. There are four credit risk management cells which work together to identify. regional management. An eight member project team has been trained in the operation of the e-channel solution which will be implemented in conjunction with CBS. Another 40 officers are currently undergoing this training. For all of these risks. Credit Review Cell and Economic Forecasting Cell. These systems are not static but are flexible enough to allow our procedures to be modified in accordance with changes in our risk profile. zonal management. market risk and operational risk. the three main risk exposures we face are credit risk. monitor and control our credit risk exposure.000 square feet was commissioned on December 10. Credit Risk Credit risk is a risk inherent in the banking business and involves the risk of loss arising as a result of the diminution in credit quality of a borrower or counter-party and the risk that the borrower or counter-party will default on contractual repayments under an advance. 2005 as a stepping stone towards CBS. all of which comprise experienced Senior General Managers to formulate and implement various risk strategies.central management. organizational structures and control systems for their identification.000 of our branches to our network and we believe the task is likely to be completed during this year. procedures. as well as at each branch. Credit Risk Management application and the Anti Money Laundering solution associated with the technology enabled business transformation project. we have also begun implementing the enterprise general ledger. The preparation of infrastructure at 28 network aggregation points is in the final stages of completion. payroll applications. we have implemented an internal risk management system headed by one of our General Managers. measure. With respect to CBS implementation: 80 members of the CBS implementation team have completed their initial 11-week training. In addition. measurement. monitoring and control. we have in place a Credit Policy Committee. We have a sub-committee of Directors constituted by the Board who specifically oversee and co-ordinate our risk management functions. Risk Management The management of risk is a major determinant of success in all multinational business and we place particular attention to actively managing and controlling our risk exposures. In the financial services industry. The first pilot branch under CBS is scheduled to be rolled out in December 2005. Given the critical significance of introducing risk management solutions and the time frame for compliance with Basel II norms we have accelerated the date for the implementation of the credit risk management solution to be established in conjunction with the project The project. Portfolio Review Cell. These are the Corporate Research Cell. monitor and attempt to control risks within prescribed limits. Our centralised data centre spread over an area of 8. Dedicated teams for all the applications have been identified and are currently being trained by HP. 66 . HRMS.

among other responsibilities. For the purposes of calculating our substantial exposure limites we include all single borrowers with an exposure of 10% or more of capital funds.00 364.80 5.765. 6.30 21.114.153. as it is more in line with our risk management strategy) but may increase to 15% as long as the overall substantial exposure limit does not exceed 600%. 2005.590. Portfolio Review Cell The role of the Portfolio Review Cell is to conduct studies on various aspects of credit risk management at the portfolio level.00 24. As on March 31.222. it is part of our commitment towards risk management that some of our reports are updated quarterly/ half yearly. updated quarterly/half yearly. 9.10 9. our credit exposure ceilings are as follows: The aggregate substantial exposure limit is set at 600% of our capital funds as per the previous year’s balance sheet. 3. Broadly.5% of the total capital funds for BBB as per new rating model and B+ as per old rating model. 2. monitoring single borrower/group borrower exposure and monitoring industrywide capital exposures.60 6. We have set our own credit exposure ceilings based on the guidelines for substantial exposure limits set by RBI.50 12. 8. 7. AA & A as per new rating model and A+ & A as per old rating model. Single Borrower Exposure Limit 12. in Millions) 39. Single Borrower Exposure Limit in case of Infrastructure advances (20% of the total capital funds) Group Borrower Exposure Limit (40% of the total capital funds) Substantial Exposure (600% of the total capital funds) (Rs. Single Borrower Exposure Limit 10% of the total capital funds for below BBB as per new rating model and below B+ as per old rating model.076. Although the RBI only requires annual or half-yearly updates.This cell has completed a study of all industries identified by the RBI for controlling sectoral deployment of credit and prepared over 63 industry and product reports.306. but which are typically more conservative than those prescribed by RBI. for use by us. Single borrower exposure is currently capped at 10% (despite RBI prescribing a limit of 15%. The functions of this cell include conducting studies on the performance of specific loan portfolios and preparing reports for submission to the Risk Management General Manager. the necessary policy preparation and roll out of credit rating models. Credit Exposure Ceilings Credit exposure ceilings are a prudential measure mandated by RBI aimed at improving risk management and avoiding concentration of credit risks. 4.542. the credit exposure ceilings on single/group exposure limits were as follows: Particulars 1.595.80 60. unsecured borrowers and with respect to each industry sector. Ceilings are set in relation to single/group borrowers. 67 . Credit Review Cell The primary responsibility of the Credit Review Cell is to monitor the credit risk management techniques we deploy and to provide recommendations to the Risk Management General Manager for improvements to current credit management practices encompassing.60 7. such as sectoral credit deployment. Tier I Capital (Eligible element) Tier II Capital (Eligible element) Total Capital Funds Single Borrower Exposure Limit 15% of the total capital funds for AAA.

with the approval of the Board. Real Estate Advances (with sub limit as under):Housing loan (Residential Mortgage) Commercial Real Estate including Hotels/Cold Storage/ Warehouse etc. 4.BANK OF BARODA As per RBI’s guidelines.1. Hire Purchase. exposure to borrowers belonging to a group may exceed the exposure limit of 40% of our capital funds by an additional 10% (i. 2.e.000) .D 5. 4.000 10.Others 68 Industry / Activity Cap (Rs.. in exceptional cases.000) (*15. up to 20%).000 20.000) (*20. The following risk based exposure ceilings have been fixed: Credit Rating of the account AAA. Sl.000) (1.000 10.5% of capital funds 15% of capital funds With respect to sectoral exposure. our policy is that the exposure to any of the sectors should not exceed at any point of time the below mentioned caps or 10% (or 20% as indicated by an ‘*’ in the below table) of our total global credit as at the end of the previous quarter. Within the framework of the above regulatory framework. The credit exposure ceiling limits applicable from April 1.e. Gems & Jewellery (including diamond) Residuary NBFCs promoted by State/Central Government engaged in financing infrastructure projects Leasing.B 4. The monetary caps in respect of various industries / sectors are provided below. NBFCs other than State/Central Government NBFCs..e. 20. Margin Trading (these cases are to be considered at Corporate Centre level) . As per RBI’s revised guidelines.000) 6. we may consider enhancement of the exposure to a borrower up to a further 5% of capital funds (i.000 (5. of Rs. whichever is lower.C 4.Advances for PSU Disinvestment (subject to a max.000) (*15. No.5% of capital funds 10% of capital funds Maximum single borrower exposure ceiling for infrastructure 20% of capital funds 17.000 (*50. Non-Financing Companies. the credit exposure ceiling is fixed in relation to our capital funds under capital adequacy standards (Tier I and Tier II capital). Mortgage backed Rated Securities (Residential and Commercial) Indirect Exposure – Housing companies Chemicals – Fertilisers (Financing/taking additional exposure in Naphtha based units is to be generally discouraged) Sugar Industry Capital Market (for domestic advances) With Sub-Limit for : . up to 50%). 2002 is 15% of capital funds in case of single borrower and 40% in the case of a group borrower.A 4. in Millions) 15.Advances to stock brokers/market makers.000 million for any single PSU disinvestment) . Industry/Activity 1. we have introduced a risk based single borrower exposure that is linked to the credit rating of the borrower.000 8. AA.000 *100.. Exposure to a single borrower may exceed the exposure limit of 15% of our capital funds by an additional 5% (i.000) (5. up to 20% of the capital funds for a single borrower (up to 25% for infrastructure projects) and up to 45% of capital funds for group borrowers (up to 55% for infrastructure projects) subject to making appropriate disclosures in the Notes to accounts of our annual financial statements. 3. 7. provided that the additional credit exposure is on account of infrastructure projects. A BBB Below BBB Maximum single borrower exposure ceilings 15% of capital funds 12. with prior written consent from the borrower. provided that the additional exposure is on account of the extension of credit to infrastructure projects. Similarly.

in Millions) 150.e. etc. we also have in place a complete and effective postsanction follow-up system that monitors and tracks the status of loans and other credit facilities once granted. In addition to our risk management systems that identify and set individual/group limits based on credit quality and sectoral limits as per RBI guidelines. We have five scoring models: Housing Loan.e. trading. irrigation. 100 million.5 million to less than Rs. Car Loan.D Infrastructure – Roads & Bridges 8. All proposals falling under the powers of corporate office pass through credit approval department. Personal Loan. we have in place a credit approval system.000) (*25. Post-Sanction Reporting. Hydro & Nuclear) 8. The followup system reviews and interprets information and data that identifies potential increases in credit risks and allows us to deal with such credit exposures in a timely manner. Both the rating models have eight grades. and (ii) a smaller credit rating model for exposure of Rs.). Urban Infrastructure.e. As a policy matter. Fair Practices Code In accordance with guidelines of the RBI. 100 million.F Other Infrastructure – Water Projects. Sewage.000) (*30. Water Projects. we have a scoring model for assessing credit risk in the retail lending segment. etc. Power Non-Generation (i. 8. etc. Educational Loan and Traders Loan.Sl..500 20.E Infrastructure – Telecom. we have adopted a Fair Practices Code setting out standards of fair banking practices to be observed by all of our branches. No. Post-Sanction Monitoring of Loans The success of a business of providing credit and loan products relies heavily on effective and timely monitoring and supervision of loans granted. sanitation. trading. 8. Thermal.). etc. 69 . Sewage. 50 million and above. other public facility.000) (*10. 11. Our post-sanction follow-up systems can be categorized into five fields: Periodic Review. Electricity Distribution. sanitation. Industry/Activity Infrastructure such as Power Generation (only for conventional sources i. Ports/ Airports. Thermal. Electricity Distribution.B Infrastructure – Power Non-Generation (i.e. Periodic Inspection of Securities. With Sub Limits for Infrastructure as under 8. Our rating system has two models: (i) a comprehensive credit rating model for exposure over Rs. Similarly.000) 2. Hydro & Nuclear). we entertain fresh proposals with credit ratings of ‘BBB’ (moderate safety) and above. 10. 8. which is headed by a General Manager.. other public facility. irrigation. Credit Appraisals/ Credit Risk Assessment Methodology We have a robust credit appraisal methodology in appraising credit proposals. Film Financing MIBOR linked advances Bridge Loan to Companies Baroda Desh Videsh Yatra Loan Industry / Activity Cap (Rs. Urban Infrastructure. In addition to minimum entry level in credit rating system.000 (*40.A Infrastructure – Power Generation (only for conventional sources i. Roads /Bridges.000 750 250 9. 2.000) (*15. Telecom. Our rating exercise is carried out on a half yearly basis for accounts having exposure of Rs. We have in place a credit rating system for assessing credit risk in commercial lending. 12.C Infrastructure – Ports/ Airports 8.000) (*30.

we also require copies of all proposals of credit facilities in excess of Rs. To specifically protect ourselves from large exposures to credit risk. its business performance and prospects. In these short reviews. Such annual reviews allow us to continually assess our overall credit risk exposure and helps to ensure that our borrowers are financially competent in meeting their loan and credit obligations. Periodic Review Credit facilities. the quality and competence of its management staff. all credit decisions. 1 million. an officer (with a position not below Chief Manager) prepares a status note that sets out the officer’s opinion of the financial health of the borrower on the basis of particular information and specific financial indicators. we also carry out short reviews of various loans and credit facilities granted. 100 million. In cases where the officer is not satisfied with the financial health of the borrower or is aware of any impairment to the borrower’s credit-worthiness. In accounts of credit facilities in excess of Rs. Post-Sanction Reporting We have in place a post-sanction reporting system that reviews and cross-checks all loans and credit facilities sanctioned and granted to protect the strength of our credit portfolio. In the case of credit facilities in excess of Rs. 10 million but not more than Rs. once sanctioned and granted. are reviewed within 30 days of such decision being made. 1 million to be forwarded to general managers at the central office for review. all loans and credit facilities granted are subject to reviews at least once a year. In particular. we undertake a comprehensive analysis of issues covering the borrower’s financial health. along with the latest financials. we are able to effectively prevent any asset quality slippage and take timely corrective steps to improve and maintain the quality of our credit portfolio. adequacy of security and effective documentation. as well as a thorough examination of the borrower’s financial accounting records and compliance systems. credit rating sheet. whether it is an approval to accept. With a system that prescribes monthly monitoring mechanisms for borrowers with various high levels of credit exposure. general managers at the central office are responsible for reviewing general parameters of all loans and credit facilities. Monthly Monitoring We also pay special attention to borrowers with large exposures by carrying out tailored monthly monitoring programs. 100 million. the relevant branch office will be required to submit an 70 .BANK OF BARODA End-use of Funds Compliance Review. and Regular Audit. In accounts of credit facilities in excess of Rs. branch offices that have sanctioned such credit facilities must prepare and submit an monthly review report through the relevant office in that region to the corporate office for review and analysis. any irregular activities that might be of concern before the 7th of each month. 50 million. and alert the corporate office of any irregular activities that might be of concern before the 10th of each month. Short reviews on particular borrowers can be carried out as frequently as twice within a period of six months. increase. 50 million but not more than Rs. reject or modify loan terms. 500. monitoring responsibilities fall on the regional manager who must report to the Zone. Accompanying the copy of the proposal being sent to the central office is an appraisal note issued by the relevant branch office setting out the business case for granting the loan or credit facility.000 but not more than Rs. Short Reviews In addition to the annual reviews. In these annual reviews. In accounts of credit facilities in excess of Rs. list of potential adverse outcomes and any non-compliance of the terms and conditions of the credit facility. the relevant Zonal Manager will be required to monitor activities of the borrower. Annual Reviews Currently. the borrower will be placed before a review board which may consider and impose any necessary action. The branch office that sanctioned the loan or credit facility shall has the responsibility of ensuring that procedural requirements are complied with such as credit appraisal. are monitored through regular annual and monthly reviews. In particular.

we also conduct on-site audits of stock and book debts of such borrowers. the frequency of inspection of securities is dependent on the type of credit product. we undertake periodic inspection of collateral securities in various intervals depending on the type of credit facilities granted. 10 million that may lead to unnecessary adverse exposures by ensuring that any funds disbursed by us are used pursuant to the terms and conditions of the credit facility. a credit audit report shall be presented to the branch and regional office to ensure that credit risks are understood and managed throughout our corporate structure and management team. In the case of commercial credit facilities issued pursuant to a consortium agreement. By ensuring that funds disbursed are only used pursuant to the terms and conditions of any sanctioned credit facility. Security for Baroda Two-Wheelers/Car Loan products are inspected annually and security for Baroda Traders’ Loan products are inspected every 10 months. as well as to independently review our credit risk assessment mechanisms and provide recommendations to improve our risk management capabilities. we believe that any credit risks we face will be well managed and effectively controlled. the security will be inspected half-yearly during January and July. and thereafter once every three years. such as interest 71 . In the case of Housing Loan products. In our retail lending schemes. Frequently. It is the risk that exposure to price movements of financial instruments arising as a result of changes in market variables. we also require the manager of the relevant office which sanctioned and granted any credit facilities to meet personally with the borrower at least once a year to review their credit terms and conditions. In commercial credit facilities where the security offered is fixed assets. In particular. At the conclusion of such audits. In our commercial lending schemes. In addition to inspection of securities. the security will be inspected periodically as fixed by the consortium. Market Risk Market risk is another risk that is inevitably faced by an entity operating in the financial services industry. we require inspection of the collateral security offered at every disbursement of funds. we require an inspection of the security once every 10 months. SPTF members maintain a database that tracks any credit accounts in excess of Rs. chartered accountants are employed to ensure that all stock audit work is satisfactory and complies with generally accepted accounting principles. In commercial credit facilities where the security offered is the borrower’s working capital. Regular Audit We have established a credit audit wing within our central audit and inspection department with the objective to improve the quality of our credit portfolio. securities will be inspected in the following intervals: Latest Credit Rating AAA AA or A BBB or below Interval Half yearly basis Quarterly basis Bi-monthly basis Furthermore. the frequency of inspection of securities is dependent upon the type of security being offered. Our credit audit wing conducts credit audits of all eligible credit sanctions within the six months after the credit facilities have been sanctioned. In the case of Baroda Professionals products. and thereafter annually. End-use of Funds Compliance Review We have constituted a Slippage Prevention Task Force (SPTF) whose members work on a continuous basis to ensure that all of our credit exposures are effectively managed. we require inspection of the collateral security initially at the time of disbursement of funds. In the case of overdraft products that are granted against property. In order to guarantee the value of such collateral securities.appraisal note to the central office but will not be required to enclose any financial documentation. Periodic Inspection of Securities Most of our loans and credit facilities are granted only after obtaining collateral securities. review credit facility approval procedures and compliance. provide feedback on effective regulatory compliance.

BANK OF BARODA rates. equity and derivative instruments. This is evident in the reduction in modified duration (a measurement of risk and volatility) from 4. as well as balance sheet or structural positions. Further. 2005. We have a clearly articulated integrated treasury management policy and asset liability management policy to address market risk. devising an effective transfer pricing policy. procedures.425 million as of September 30. whilst at the same time.05 to 2. exchange rates and other asset prices. The ALM Cell provides a number of valuable risk management mechanisms: a state of the art ALM information system. investments. review mechanisms and reporting systems. prudential risk limits. monthly interest rate sensitivity and earnings at risk reviews. 2005. investment and foreign exchange functions as well as monitor interest rate risk and implement strategies to address market risk in line with prudential guidelines of RBI.90 during the half-year ended September 30. monitor and control our market risk exposure. The responsibilities of the ALMC include: formulating product pricing for deposits and advances. determining the maturity profile and mix of incremental assets and liabilities. fortnightly reviews of structural liquidity. The SITB managed to get a yield of 8.liabilities management activities. foreign exchange contracts. which is more than the prescribed level of 5%. 2005. The objective of market risk management is to avoid excessive exposure of our earnings and equity to loss and to reduce our exposure to the volatility inherent in financial instruments such as securities. being a major player in the debt market. These policies are revised periodically in tune with changes in financial and market conditions. articulating the interest rate outlook for the purposes of the our future business strategy. we have had in place a Specialized Integrated Treasury Branch (SITB) in Mumbai that is equipped with the latest technology to co-ordinate our money market. reducing our portfolio’s risk and volatility. The various responsibilities of the SITB include: ensuring full compliance with various regulatory and prudential requirements. we have an investment fluctuation reserve of Rs. call lending and term lending Since October 2001. and price risk on trading portfolios. comprising of experienced senior general managers with Chairman & Managing Director as Chairman and Executive Director as Vice-Chairman to oversee market risk management and implement strategies to address market risk in accordance with the parameters set by the Board. 72 .45% on coupon bearing securities for the six months ended September 30. and being one of the leading market makers in the foreign exchange market. managing liquidity. or funding risk. Asset Liability Management Committee We have formed an Asset Liability Management Committee (ALMC) which reports to a sub-committee of the Board. improving the efficiency of delivery channels. will result in loss to us. and monitoring our return on asset ratios. Reporting to the ALMC is the Asset Liability Management Cell (ALM Cell) whose role is to identify measure. 10. Other market related risks to which we are exposed to a lesser extent are foreign exchange risk on foreign currency positions. quarterly reviews of residual maturity of advances. gap reports to review our liquidity position and dynamic liquidity statements. These policies are comprised of management policies. and fortnightly reviews of residual maturity of borrowings. liquidity. deposits. The primary risk that arises for us as a financial intermediary is interest rate risk due to our asset.

Each of the stress scenarios we adopt takes into account our business strategy and likely changes in the external environment such as global economic changes. At these internal audits. capturing the effect of both the current and future events that could happen in the planning horizon. both proprietary and on behalf of clients.5% and 99% confidence level for 1-day and 10-day time horizons. and any of our on and off balance sheet strategies that are designed to manage and reduce our overall risk exposure. we also pay particular attention to: the complexity of foreign exchange products available to us. 73 . Relying on past data and historically observed correlations. independent reviews of our foreign exchange risk management activities are carried out periodically. Through the stress testing analysis of a series of potential stress scenarios. the proportion of foreign exchange risks compared to our overall risk profile. Dynamic analysis Dynamic analysis measures the market risk exposure of our foreign exchange products by calculating our potential future profit and loss. we have in place a system of fundamental methods that we apply to manage foreign exchange risks arising from our foreign exchange trading activities. In addition to the review by our Board. the auditor will independently review foreign exchange risk management policies. our goal is to be able to effective monitor our VaR over a defined period of time.Foreign Exchange Risk We conduct extensive foreign exchange operations including trading and taking positions in various currencies. our stakeholders’ expectations in terms of the level of growth and volatility. The VaR method is used to assess potential losses that could crystallize on trading positions due to variations in currency exchange rates and interest rates. In this regard. Risk and Return Based Performance Management Framework In order to manage and monitor our overall market risk exposure. for a given confidence level within a defined period of time. scope and complexity of our foreign exchange operations and activities. focusing particularly on the compliance by our management with the policies. we utilize a combination of measurement techniques that enable static and dynamic analyses. Our Board bears the responsibility of instituting a foreign exchange policy that clearly sets out the risk-taking activities and operations that our employees are permitted to engage in. accuracy and reasonableness of our foreign exchange operations. and the appropriateness and effectiveness of the policies given the nature. Organizational Control Over Management of Foreign Exchange Risk Clear definition of authority for foreign exchange risk management activities and appropriate separation from foreign exchange trading activities help ensure the integrity. Furthermore. Measuring the Market Risk Exposure from Foreign Exchange Operations To determine our market risk position as a result of our foreign exchange operations. any significant changes on the policies. part of the market risk we are exposed to are foreign exchange risks as a result of adverse exchange rate movements during a period in which we may have an open position in any combination of foreign currencies. In determining our risk-return profile. supply constraints caused by wars and other sanctions. Static analysis Static analysis measures the market risk exposure of our foreign exchange product positions by computing the value at risk (VaR) of positions both individually and on a portfolio basis. we adopt a risk adjusted performance measurement framework that seeks to optimize our risk-return profile. We seek to manage our foreign exchange market risk exposure by computing VaR at 95%. The risk management methods fall within a risk and return based performance management framework designed to optimize gains in our foreign exchange portfolio in view of the corresponding risk taken. our Board periodically reviews the effectiveness of our foreign exchange risk management policies in light of developments of the global foreign exchange market and approves any necessary changes. In this sense. we are able to estimate our market rate risk exposure. 97.

We will periodically revise these limits on the basis of the results of back testing and any modifications of assumptions used for the purpose of conducting the VaR analysis.BANK OF BARODA The benefit of utilizing the dynamic analysis is that it helps to ensure that we adequately capture all potential risks we face that might not be adequately addressed through static measurement techniques or “simplistic” scenario analyses. Implementing Foreign Exchange Risk Management Policies The effectiveness of our foreign exchange risk management polices lies in their implementation. and take profit limits which ensure that profits on trading are crystallized and not eroded by keeping the positions for an unduly long time. which assesses the risk impact of stress scenarios. All aspects of risk management. Once the concept and quantification of VaR analysis is better understood. In addition to VaR limits. we also intend to mandate various static limits that will effectively monitor market risk exposures as a result of our foreign exchange operations including: position limits based on underlying exposure. once we have reviewed the results from the stress testing of various pessimistic and worst-case scenarios. We intend to compute VaR foreign exchange risks for a period of six-nine months with periodic back-testing on a quarterly basis. we proceed to set specific VaR limits on a position and portfolio basis for each particular investment involved. collecting. overnight limits which mitigates the risk arising out of overnight volatility in foreign exchange rates. reviewing and communicating exposure information. Exceptions Report recording any exceptions particular in relation to breach of various limits that have been predetermined by senior management. setting VaR limits for different sections of our foreign exchange operations helps ensure that we are not exposed to risks that are not in accordance with our risk-return profile. management reporting. including establishing hedging strategies. Stress Test Report. Some of the reports required to be submitted to senior management include: Value at Risk Report reviewing the extent of limit utilization and risk taken by individual dealers. In relation to the dynamic scenario analysis. The Board has established the authority of specific staff members or committees to make risk management decisions and have set levels of significance at which decisions may only be made with senior management approval. These reports help to ensure that the Board constantly measures and reviews the effectiveness of risk management activities and helps to ensure that the operational staff adhere to the risk management policies. stop loss limits which help limit the loss on positions to a certain pre-defined level that has been approved by the Board. we will are able to set parameters and limits that are designed to prevent our foreign exchange operations from breaching predetermined market risk exposures. In the case of a VaR analysis. settlement and accounting responsibilities are assigned to specific staff members. Reporting Requirements of Foreign Exchange Risk Management Policies Our foreign exchange risk management policies require periodic reports to be prepared and submitted to senior management. Limiting Market Risk Exposure from Foreign Exchange Operations Once we have carried out both static analysis and dynamic analysis. This clear identification of responsibility encourages accountability and transparency and is designed to prevent any conflict of interest. following which the relevant VaR limits will be determined. 74 . we believe our management will be better equipped and informed to provide direction in relation to our foreign exchange market risk exposure. approving and executing transactions. deal confirmation. daylight limits which mitigate the risk arising out of large overbought or oversold positions in currencies during intraday trading. The level of VaR undertaken is monitored and reported to the Board on a periodic basis.

Basel II Requirements RBI is adopting the requirements of Basel II.848 19. information technology. 2004 11. This philosophy is reflected in our human resources program being given top-level attention by a Board level steering committee on HR. we had 39. These requirements will affect our management of all threee principal categories of risk. which compares predicted losses with actual profit/loss recorded.302 8. 2007. In particular. where necessary. We have performed a comprehensive self-assessment exercise spanning all the risk areas and have evolved a roadmap to move towards implementation of Basel II. 75 .395 8. 2005 11.304 39. 2005. 2005 12. corrective steps are taken.996 19.397 39. The Board-level steering committee on HR has evolved the “HR Resourcing Policy” to address the Bank’s future manpower needs. we have established an Operational Risk Management Committee (ORMC) under the overall supervision of Sub-Committee of Board on ALM and Risk Management.313 March 31. as per the RBI directions. We have established systems and procedures. ORMC meets on a regular basis to review matters relating to operational risk.170 employees. 2006. Back-testing Report.284 8.951 8.803 March 31. We collect and analyze data on operational risk on different parameters on a half yearly basis and. The current recruitment plan of the Bank is for an intake of around 750 officers in different disciplines and fields of expertise such as agriculture. Human Resources As at September 30. RBI has also indicated the phased implementation of Basel II norms. Operational Risk We face operational risk on account of inadequate or failed internal process. Recruitment processes are handled internally by an HR Resourcing Cell.505 39.471 18.170 We place heavy emphasis on growth and development of our employees. which documents the performance of a particular dealer. marketing. people and systems or external events. the inteernaational capital adequacy framework for banks.672 40. which are available up to the branch level in the form of books of Instructions and circulars covering different lines of activities of the Bank. human resources management. Basel II will introduce minimum capital requirements for market risk andoperaational rissk in addition to the previous requirement of minimum capital only for credit risks. Implementation of standardized method for market risk as per Basel II norms will be implemented as directed by RBI by March 31. risk management and credit. We have an independent department that monitors operational risk by reviewing whether our laid down systems and procedures are duly complied with. 2003 Officers Clerks Other employees Total 11. To monitor operational risk on an on-going basis. with the support of external institutions including Institute of Banking Personnel Selection for conducting written examinations for job candidates. Our HR initiatives are focused mainly at three levels: recruitment. Credit risk and operational risk as per Basel II norms will be implemented as directed by RBI by March 31. Recruitment Our recruitment plan is aimed to attract the best talent.Net Position Report recording the net positions taken in various currencies.690 19. Following is a table of our total number of employees as of the dates indicated: March 31. and Profit and Loss Report. continuous development and training. rewards and welfare. including from campus recruitments at business schools to lateral recruitment of senior management staff and other general recruitment of banking and specialist officers.529 September 30. and compensation.

new private sector banks and foreign banks. The present industry wage and salary settlement covering employees in public sector banks was signed on June 2. which is further complimented by training by external bodies and consultants. At other levels. We seek to motivate and encourage staff members through their all-round development in behavioural skills. Our training is imparted through our apex training college at Ahmedabad. marketing and cross-selling. Other public sector banks like us have large deposit bases and extensive branch networks. Retail Banking In retail banking. Compensation. In commercial banking. including the State Bank of India Group which has over 13. as well as various computer based tutorials. as well as existing and new private sector banks and foreign banks who offer retail loan products. Gurgaon. the large public sector banks have traditionally been the market leaders. etiquette.500 branches.BANK OF BARODA Training and Employee Development Our HR policy provides the basic framework for a comprehensive and multi-faceted training program that seeks to improve the all-round competencies of our employees. in the housing. Competition We face competition in all of our main business areas. our principal competitors are the large public sector banks and RRBs. sales orientation training. emphasis is placed on developing core competencies of each staff member and the training covers information technology and applications. Ahmedabad and MDI. risk-based internal audit skills. large public sector banks have established extensive branch networks and large local currency funding capabilities. including overseas trainings. our principal competitors are the large public sector banks. we conduct a management education program that focuses on developing business leaders for the future. auto and personal loan segments. In particular. We also provide welfare benefits to our employees such as financial assistance in times of need. transactional and foreign exchange services. Our managers’ skills are regularly updated through various knowledge management initiatives. 76 . they have a significant presence among non-resident Indians and also compete for non-branch based products such as auto loans and credit cards. with the focus of foreign banks being multinational companies and Indian corporations with cross-border financing requirements including trade. Rewards and Staff Welfare The salaries and benefits payable to our employees are in terms of the industry level bipartitie settlement between the employee/workmen unions and the IBA. Our primary competitors are other large public sector banks. Although foreign banks have a small market penetration. At the senior management level. a dedicated training centre for IT at Baroda and through its 11 in-house training centres at different locations in India. Agriculture and Priority Segments In the agriculture and priority segments. academic scholarships for dependents of staff and holiday homes. we face significant competition primarily from private sector banks and to a lesser degree from other public sector banks. loans to assist payment of health-related expenses reimbursement of medical expenses. our training focuses on all-round development as well as job-specific knowledge. This is due to the extensive physical presence of public sector banks and RRBs. 2005 covering the period November 2002-2007. At job-specific level. Private sector and foreign banks compete through a wider product range offering and greater technological sophistication. working attitudes. communication skills and customer service. throughout India via their large branch networks and the focus on agriculture and priority sectors that has traditionally existed among public sector banks. Commercial Banking Our principal competitors in wholesale banking are public and new private sector banks as well as foreign banks. We have performance-linked incentive packages for our employees. Our management education program is conducted regularly in conjunction with leading Indian management institutions such as IIM. In contrast.

Kurla Complex. Properties Our head office is located at Baroda House. . 77 .money markets business. 2. as well as other public sector and private banks in the foreign exchange and. 19 service branches and 84 extension counters as of November 30. 78 commercial properties and 18 vacant sites. we compete principally with foreign banks in foreign exchange and derivatives trading. No 506. Our corporate office is located at Plot No.678 domestic branches. The land on which our corporate office is built is subject to a long-term lease. We conduct our business through a total network of 2.665 of our branches are located in leased premises. We own 39 residential properties.Treasury In our treasury services for corporate and business clients. G-block. Bandra (East) Mumbai400051. P. Mandavi Baroda-396006. 2005. We own the land on which our head office is built.C-26.B. Bandra .

as a corresponding new bank. The primary objective of the BFS is to undertake consolidated supervision of the financial sector comprising commercial banks. The Companies Act does not apply to us and therefore there are important differences in the rights that are available to a shareholder under the Companies Act and the rights available to a shareholder of a corresponding new bank. arid (c) every agreement and every resolution referred to in section 192. Bank Acquisition Act and Nationalised Banks (Management and Miscellaneous Provisions) Scheme. The appointment of the auditors of banks is subject to the approval of the RBI. 36AD and Section 51 of the Banking Regulation Act are applicable to corresponding new banks constituted under the Bank Acquisition Act. The Bank. The table provided below summarises these differences. Banking Regulation Act. so far as the alteration requires him to subscribe for more shares. 1970. Like all corresponding new banks. applies to public sector banks like Bank of Baroda only to a limited extent. valuation of investments. to petition the Central Government if the inspection is refused. issues guidelines. (b) the Articles of Association. from time to time. maintenance of capital adequacy and provisioning for impaired assets. Other important laws include the Reserve Bank of India Act. etc. the Banking Regulation Act.BANK OF BARODA REGULATIONS AND POLICIES The main legislation governing commercial banks. to be followed by us and supervises our compliance with these guidelines. is governed primarily by the provisions of the Bank Acquisition Act. policies. In turn. 39 49 78 . days of the requisition. we are regulated and supervised by the RBI. press releases. It has issued guidelines on several matters including recognition of income. The Bank Scheme and the Bank Regulations govern our operations. 1934. The RBI has set up a Board for Financial Supervision (“BFS”). if in so far as they have not been embodied in the memorandum or articles. circulars. To inspect the register of investments and No corresponding provision. or otherwise to pay money to the company. Comparative Table of Rights of Shareholders under Companies Act. under the chairmanship of the Governor of the RBI. notifications. To require a company to send within seven No corresponding provision. financial institutions and non-banking finance companies. a copy of each of the following documents as in force for the time being: (a) the Memorandum of Association. or increases his liability to contribute to the share capital. the memorandum of association/articles of association after the date of becoming a member. 1956 and under Bank Regulations. classification of assets. Additionally. Section 51 of the Bank Regulation Act makes some of its sections applicable to corresponding new banks. Sections 34A. regulations. as applicable to Corresponding New Banks Section of Companies Act 38 Rights available to shareholders of a company Corresponding Provision* Rights available to shareholders of a Corresponding New Bank Not to be bound by an alteration made in No corresponding provision. The RBI requires us to furnish statements. information and certain details relating to our business. the RBI.

a resolution put to the vote of the meeting shall. at the address. and 3(2E) (ii) Save as otherwise provided in the Act every matter submitted to a general meeting shall be decided by a majority of votes.Section of Companies Act 53 Rights available to shareholders of a company Corresponding Provision* Rights available to shareholders of a Corresponding New Bank Regulation 46: Service of a notice or document to shareholders The Bank may serve a notice or a document on any shareholder either personally. duplicate share certificates detailed. promoters or persons who No corresponding provision. Rights in relation to rights issue and No corresponding provision. have authorized the issue of the prospectus for loss or damage suffered by reason of any untrue statement included in the prospectus. 79 . 62 To sue directors. To receive a share certificate and obtain a Regulations 14 and 15 duplicate if the original lost or damaged. preferential allotment. or by ordinary post at his registered address or if he has no registered address in India. be decided on a show of hands. To avoid irregular allotment of shares/ No corresponding provision. To obtain repayment of the application No corresponding provision. Issue of Share Certificates. money/excess application money. 71 73 81 84 87 Voting rights at general meetings and on a Regulations 61 and 68 poll in proportion to the share of the paidSections 3(2BBA)(a) up equity capital of the company. within India. debentures. Regulation 61: Voting at general meetings (i) At any general meeting. if any. Issue procedure of share certificate and joint share certificates. unless a poll is demanded. To be served with a document by the Regulation 46 company.

or by proxy shall have one vote on a show of hands and in case of a poll shall have one vote for each share held by him as stated 80 . every shareholder entitled to vote as aforesaid who. at such meeting.BANK OF BARODA Section of Companies Act Rights available to shareholders of a company Corresponding Provision* Rights available to shareholders of a Corresponding New Bank (iii) Before or on the declaration of the result of the voting on any resolution on a show of hands. Regulation 68: Determination of voting rights (i) Subject to the provisions contained in Section 3 (2E) of the Act. not being a company. is present in person or by proxy or who being a company is present by a duly authorised representative. have one vote on show of hands and in case of a poll shall have one vote for each share held by him. (ii) Subject to the provisions contained in Section 3 (2E) of the Act. each shareholder shall. a poll may be ordered to be taken by the chairman of the meeting of his own motion and shall be ordered to be taken by him on a demand made in that behalf by any shareholder or shareholders present in person or by proxy and holding shares in the bank which confer a power to vote on the resolution not being less than one fifth of the total voting power in respect of the resolution.

by resolution passed at an annual general meeting of the shareholders entitled to vote. voting in person.Section of Companies Act Rights available to shareholders of a company Corresponding Provision* Rights available to shareholders of a Corresponding New Bank hereinabove in subregulation (i) Explanation . Section 3(2E) No shareholder of the corresponding new bank. 81 . shall be entitled to exercise voting rights in respect of any shares held by him in excess of one per cent of the total voting rights of all the shareholders of the corresponding new bank. Section 3(2BBA)(a) A corresponding new bank may from time to time and after any paid-up capital him been raised by public issue under clause (c) of sub-section (2B). reduce its paid-up capital in any way. or. “Company” means any body corporate. cast against the resolution by the shareholders so entitled and voting. other than the central Government. (iii) Shareholders of the bank entitled to attend and vote at a general meeting shall be entitled to appoint another person (whether a shareholder or not) as his proxy to attend and vote instead of himself but a proxy so appointed shall not have any right to speak at the meeting. where proxies are allowed. by proxy. and the votes cast in favour of the resolution are not less than three times the number of the votes. if any.For this Chapter.

26 and Regulation 22: Calls on on all the shares falling under the same 29 shares class. 24. to the shares. 18 and 19 Regulation 3: Nature of Shares Section 3(2D) The shares of the bank shall be movable property. 17. and each shareholder shall pay the amount of every call so made on him to the person and at the time and place appointed by the Board. which are by the conditions of allotment not made payable at fixed times.BANK OF BARODA Section of Companies Act 91 Rights available to shareholders of a company Corresponding Provision* Rights available to shareholders of a Corresponding New Bank To have calls on shares on a uniform basis Regulations 22. To consent to the variation of rights attached No corresponding provision. Right to determine that uncalled share No corresponding provision. transferable in the manner provided in the bank Regulations which include a detailed procedure for such transfer Section 3(2D) The shares of every corresponding new bank not held by the central Government shall be freely transferable: 99 106 107 106 82 . To apply to the National Company Law No corresponding provision. To transfer shares held in the company. capital shall be capable of being called only upon winding up. Tribunal to have the variation of rights cancelled if no consent is given. The Board may make such calls as it thinks fit for all moneys remaining unpaid. Regulations 3.

not being more than twenty per cent of the paid-up capital as may be specified by the central Government by notification in the Official Gazette. and on no other grounds: the transfer of shares is in contravention of the provisions of the Bank Acquisition Act or regulations made thereunder or any other law or that any a. 110 To apply for the registration of transfer of Regulations 18 and 19 shares. 83 . shall at any time hold or acquire by transfer or otherwise shares of the corresponding new bank so that such investment in aggregate exceed the percentage.Section of Companies Act Rights available to shareholders of a company Corresponding Provision* Rights available to shareholders of a Corresponding New Bank Provided that no individual or company resident outside India or any company incorporated under any law not in force in India of any branch of such company. Regulation 19: Board’s right to refuse registration of transfer of shares (i) The board or committee may refuse transfer of any shares in the name of the transferee on any one or more of the following grounds. whether resident outside India or not. Regulation 18: Power to suspend transfers The board or the committee designated by the board shall not register any transfer during any period in which the register is closed.

in the opinion of the board. (ii) The board or the committee shall. hold or acquire as a result thereof. the transfer of shares is prohibited by an order of court. b. after the instrument of transfer of shares of the bank is lodged with it for the purpose of registration of such 84 . is prejudicial to the interests of the bank or to public interest. tribunal or any other authority under any law for the time being in force. shares of the bank and such investment in the aggregate will exceed the percentage being more than 20% of the paid up capital or as may be prescribed by the central government by notification in the official gazette. the transfer of shares. will on the transfer being allowed. whether resident outside India or not. c.BANK OF BARODA Section of Companies Act Rights available to shareholders of a company Corresponding Provision* Rights available to shareholders of a Corresponding New Bank other requirement under the law relating to registration of such transfer has not been complied with. an individual or a company resident outside India or any company incorporated under any law not in force in India or any branch of such company. d.

if it has formed the opinion that such registration ought not to be so refused. National No corresponding provision. form its opinion as to whether such registration ought or ought not to be refused on any of the grounds referred to above: a. and if it has formed the opinion that such registration ought to be refused on any of the grounds mentioned above intimate the same to the transferor and the transferee by notice in writing giving reasons for such refusal within 60 days from the receipt of the transfer form or within such period as may be laid down in the listing agreement with the concerned stock exchange. . the board or the committee designated by it may consolidate or sub-divide the shares submitted to it for consolidation/ subdivision as the case may 85 112 To have the share transfer instrument Regulation 16 certified by the company in the case of part transfer of the total holding. 111. refusal by of transfer register of Regulation 16: Consolidation and subdivision of shares On a written application made by the shareholder(s).Section of Companies Act Rights available to shareholders of a company Corresponding Provision* Rights available to shareholders of a Corresponding New Bank transfer. b. 111 A To make a petition to the Company Law Tribunal against the company for the registration of shares or rectification of the members. effect such registration.

BANK OF BARODA
Section of Companies Act Rights available to shareholders of a company Corresponding Provision* Rights available to shareholders of a Corresponding New Bank be and issue new certificate(s) in lieu thereof on payment to the bank of its costs, charges and expenses of and incidental to the matter. 113 To have the share certificate delivered Regulation 17(v) within the time limit stipulated. Regulation 17(v) Unless the transfer of shares is refused under regulation 19, the share certificate duly transferred shall be delivered to the transferee within sixty days of the date of lodging the instrument of transfer.

113

To serve on the company a notice, No corresponding provision. requiring it to make good any default in delivering share/ debenture/ stock certificates. To apply to the Central Government in the No corresponding provision. event of the company’s failure to make good any default as above. To inspect debenture trust deed and obtain No corresponding provision. a copy thereof. To request the company to forward a copy No corresponding provision. of a debenture trust deed. To apply to the Central Government to direct No corresponding provision. the company to forward a copy of the debenture trust deed forthwith. To file with the Registrar of Companies the No corresponding provision. particulars of a charge created by the company, as a person interested therein. To apply to the Central Government for the No corresponding provision. rectification of the register of charges as an interested party. To inspect the copies of instruments creating No corresponding provision. charge. To apply to the Central Government for No corresponding provision. compelling inspection of the copies and the register aforesaid, in case of refusal by the company.

113

117 A 118 118

134

141

144 144

86

Section of Companies Act 163

Rights available to shareholders of a company

Corresponding Provision*

Rights available to shareholders of a Corresponding New Bank Share register maintained under Regulation 5 and Section 3(2F) Regulation 11: Inspection of Register The register shall, except when closed under Regulation 12, be open to inspection, free of charge, at the place where it is maintained during business hours, subject to such reasonable restrictions as the board may impose, but that not less than two hours in each working day be allowed for inspection Notwithstanding anything contained in sub-regulation (ii), any duly authorized officer of the Government shall have the right to make a copy of any entry in the register or be furnished a copy of the register or any part thereof.

To inspect, to obtain copies of the register Regulation 11 and 12 of members or register of debenture holders and copies of annual returns together with the copies of certificates and documents required to be annexed thereto.

163

To apply to the central Government for No corresponding provision. compelling inspection of the registers of shareholders and debenture-holders and annual returns. To receive a copy of the statutory report No corresponding provision. and to attend the statutory meeting. To discuss at the statutory meeting, any No corresponding provision. matter relating to the formation of the company or arising out of the statutory report, without giving a previous notice therefor. To have accessible, a list of members with No corresponding provision. details, during the continuation of the statutory meeting.

165 165

165

87

BANK OF BARODA
Section of Companies Act 169 Rights available to shareholders of a company Corresponding Provision* Rights available to shareholders of a Corresponding New Bank Regulation 60: Persons entitled to attend general meetings (i) All directors and all shareholders of the bank shall, subject to the provisions of subregulation (ii), be entitled to attend a general meeting.

To attend an extra-ordinary general Regulation 60 meeting.

(ii) A shareholder (not being the central government) or a director, attending a general meeting shall for the purpose of identification and to determine his voting rights, be required to sign and deliver to the bank a form to be specified by the chairman containing the particulars relating to: (a) his full name and registered address; (b) the distinctive number of his shares; (c) whether he is entitled to vote and the number of votes to which he is entitled in person or by proxy or as a duly authorized representative. 169 To requisition an extra-ordinary general Regulation 57 meeting. Regulation Extraordinary Meeting (i) 57: General

The chairman and managing director or in his absence the executive director of the bank or in his absence the executive director of the bank or

88

Section of Companies Act

Rights available to shareholders of a company

Corresponding Provision*

Rights available to shareholders of a Corresponding New Bank in his absence any one of the directors of the bank may convene an extra-ordinary general meeting or shareholders, if so directed by the board, or on a requisition for such a meeting having been received either from the central government or from other shareholders holding shares carrying, in the aggregate not less than ten percent of the total voting rights of all shareholders. (ii) The requisition referred in subregulation (i) shall state the purpose for which the extra ordinary general meeting is required to be convened, but may consist of several documents in like form each signed by one or more of the requisitionists. (iii) Where two or more persons hold any shares jointly, the requisition or a notice calling a meeting signed by one or some of them shall, for the purpose of this regulation have the same force and affect as if it had been signed by all of them. (iv) The time, place of ordinary meeting decided by date and the extra general shall be the board:

89

BANK OF BARODA
Section of Companies Act Rights available to shareholders of a company Corresponding Provision* Rights available to shareholders of a Corresponding New Bank Provided that the extraordinary general meeting convened on the requisition by the central government or other shareholder shall be convened not later than 45 days of the receipt of the requisition. (v) If the chairman and managing director or in his absence the executive director, as the case may be, does not convene a meeting as required by sub-regulation (i), within the period stipulated in the proviso to subregulation (iv), the meeting may be called by the requisitionist themselves within three months from the date of the requisition: Provided that nothing in this sub-regulation shall be deemed to prevent a meeting duly convened before the expiry of the period of three months aforesaid, from being adjourned to some day after the expiry of that period. (vi) A meeting called under sub-regulation (v) by the requisitionist shall be called in the same manner, as nearly as possible as that in which the other general meetings are called by the board.

90

Section of Companies Act 169

Rights available to shareholders of a company

Corresponding Provision*

Rights available to shareholders of a Corresponding New Bank

To hold an extra-ordinary general meeting Regulation 57 if the board of directors fails to convene a meeting on the requisition, within the time limit stipulated. To have reimbursed, the expenses incurred No corresponding provision. for convening/ holding the extra-ordinary general meeting, on failure of the board as aforesaid. To receive a notice of every general Regulation 56 meeting. Regulation 56: Notice convening an Annual General Meeting (i) notice convening an annual general meeting of the shareholders shall be published at least twenty-one clear days before the meeting in not less than two daily newspapers having wide circulation in India. (ii) he time and date of such meeting shall be as specified by the board. The meeting shall be held at the place of head office of the bank.

169

171, 172

173 174

To have the notice of a general meeting No corresponding provision. annexed with an explanatory statement. To be counted for the purpose of Regulation 58 constituting a quorum at a general meeting. Regulation 58: Quorum of general meeting No business shall be transacted at any meeting of the shareholders unless a quorum of at least five shareholders entitled to vote at such meeting in person are present at the commencement of such business. Shareholders can attend and vote personally and through proxy.

176

To appoint a proxy to attend and vote at a Regulations 68 and 70 general meeting of a company. To inspect the proxies lodged with the No corresponding provision. company in the manner specified. 91

176

BANK OF BARODA
Section of Companies Act 179 Rights available to shareholders of a company Corresponding Provision* Rights available to shareholders of a Corresponding New Bank Regulation 61: Voting at general meetings At any general meeting, a resolution put to the vote of the meeting shall, unless a poll is demanded be decided on a show of hands.

To demand a poll and to withdraw the Regulation 61 demand in the manner laid down in this section at a general meeting of the company.

182

Not to be prohibited from exercising the No corresponding provision. voting right on the ground that the shares or other interest in the company has not been held for any specified period or on any other ground than the one specified in s 181. To use votes on a poll differently, for or No corresponding provision. against the resolution. To be appointed as a scrutineer at a poll. Regulation 61A Regulation 61A: Scrutineers at a Poll Of the two scrutineers appointed under this regulation one shall always be a shareholder (not being an officer or employee of the bank) present at the meeting; provided that such a shareholder is available and willing to be appointed.

183 184

186

To apply to the National Company Law No corresponding provision Tribunal to order a general meeting other than annual general meeting, to be called. To be represented at a general meeting of a Company (if the member to be represented, is a company) Regulation 69(i) Regulation 69(i): Voting by duly authorised representative A shareholder, being the central Government or a company, may authorise any of its officials or any other person to act as its representative at any general meeting. The authorisation so given may be in favour of two persons in the alternative and in such a case any one of

187

92

Section of Companies Act

Rights available to shareholders of a company

Corresponding Provision*

Rights available to shareholders of a Corresponding New Bank such persons may act as the duly authorised representative of the central Government / company.

187 A

To be represented at a general meeting of Regulation 69(i) a company (if the member to be represented, is the President or Government of a State) To have a resolution to be proposed at a No corresponding provision. general meeting to be circulated amongst members of the company. To give a special notice to the company in No corresponding provision. respect of the resolutions requiring special notice. To be given a notice of a resolution No corresponding provision. requiring special notice. To inspect and be furnished with a copy of Regulation 62 the minutes of any general meeting.

Same as above.

188

190

190 196

Regulation 62: Minutes of general meetings – (i) The bank shall cause the minutes of all proceedings to be maintained in the books kept for the purpose.

(ii) On written request made by a shareholder for inspection of the minute book or for a copy of the minute of a specified meeting, the bank shall allow the inspection or furnish the copy of the minute, as the case may be. 196 To apply to the central Government for No corresponding provision. inspection of the minutes books or to be furnished with a copy of minutes of the general meeting. To apply to the court/ National Company No corresponding provision. Law Tribunal to restrain fraudulent persons from managing companies.

203

93

To give a special notice for a resolution No corresponding provision.BANK OF BARODA Section of Companies Act 205 A. profit and loss account. 205 B 206 206 A Rights available to shareholders of a company To claim any unclaimed dividend. Corresponding Provision* Rights available to shareholders of a Corresponding New Bank No corresponding provision. accounts where the company has sent abridged accounts. To receive dividend declared. Section 10A(2): Annual general meeting The shareholders present at an annual general meeting shall be entitled to discuss the balance-sheet and the profit and loss account of the corresponding new bank made up to the previous 31st day of March. To have any rights shares or bonus shares No corresponding provision. To require a company to furnish the full No corresponding provision. annual general meeting. kept in abeyance in relation to the shares. No corresponding provision. the registration of transfer of which has not been registered by the company. 206 A 219 219 219 224 (5) To nominate a person for the appointment No corresponding provision. directors’ report. person other that the retiring auditor or providing expressly that a retiring auditor shall not be reappointed. auditor’s report and other documents. copies of the balance sheet. To inspect the full accounts at the annual Section 10A(2) general meeting if the company has sent the abridged accounts. 94 225 . To receive 21 days before the date of the No corresponding provision. as auditor of the company if the first auditors are removed at a general meeting. appointing as auditor. special account where the transfer of shares has not been registered by the company. the report of the board of directors on the working and activities of the corresponding new bank for the period covered by the accounts and the auditor’s repor t on the balance-sheet and accounts. To have the dividend transferred to the No corresponding provision.

person other that the retiring auditor or providing expressly that a retiring auditor shall not be reappointed. special account where the transfer of shares has not been registered by the company. appointing as auditor. directors’ report. To require a company to furnish the full No corresponding provision. To give a special notice for a resolution No corresponding provision. profit and loss account. To receive dividend declared.Section of Companies Act 205 A. auditor’s report and other documents. To have any rights shares or bonus shares No corresponding provision. copies of the balance sheet. 206 A 219 219 219 224 (5) To nominate a person for the appointment No corresponding provision. annual general meeting. 205 B 206 206 A Rights available to shareholders of a company To claim any unclaimed dividend. accounts where the company has sent abridged accounts. as auditor of the company if the first auditors are removed at a general meeting. To receive 21 days before the date of the No corresponding provision. To inspect the full accounts at the annual Section 10A(2) general meeting if the company has sent the abridged accounts. No corresponding provision. the registration of transfer of which has not been registered by the company. To have the dividend transferred to the No corresponding provision. kept in abeyance in relation to the shares. 95 225 . Section 10A(2): Annual general meeting The shareholders present at an annual general meeting shall be entitled to discuss the balance-sheet and the profit and loss account of the corresponding new bank made up to the previous 31st day of March. the report of the board of directors on the working and activities of the corresponding new bank for the period covered by the accounts and the auditor’s repor t on the balance-sheet and accounts. Corresponding Provision* Rights available to shareholders of a Corresponding New Bank No corresponding provision.

To stand for election for directorship at a Section 9(3) Regulation 63 general meeting. 230 250 To inspect the auditors’ report at the general Section 10 A meeting where it is laid. 1949. This provision is applicable to corresponding new banks by virtue of the provisions of Section 51 of the Banking Regulation Act. Banking The auditor shall discharge sheet. Tribunal to impose restrictions on shares. not disqualified to be a a. to the liabilities imposed on auditors of companies by Section 227 of the Companies Act. debentures or to prohibit transfer thereof in certain cases. the duties and be subject auditors of the company. profit and loss account. balance Section 30(2).BANK OF BARODA Section of Companies Act 227 Rights available to shareholders of a company Corresponding Provision* Rights available to shareholders of a Corresponding New Bank To be reported upon the accounts. 257 257 To give notice to the company for proposing Regulation 65 a resolution at a general meeting to have himself or any other person elected as a director. 96 . 1956. he is on the last date for receipt of nomination. To apply to the National Company Law No corresponding provision. b. from amongst themselves in the general meeting of the bank. etc by the Regulation Act. other than the central Government. Regulation 63: Directors to be elected at general meeting (i) director under clause (i) of sub-Section (3) of Section 9 of the Act shall be elected by the shareholders on the register. he is a shareholder holding not less than 100 (one hundred) shares in the bank. Regulation 65: Nomination of candidates for election (i) No nomination of a candidate for election as a director shall be valid unless.

whether alone or jointly with others. 257 To be informed of the candidature for No corresponding provision. Clause 11-A: Removal from office of an elected director The shareholders other than the Central Government. directorship or the intention of a member to propose such person for directorship. at the Head Office of the bank on a working day not less than fourteen days before the date fixed for the meeting. he has paid all calls in respect of the shares of the bank held by him. nomination is in writing signed by at least one hundred shareholders entitled to elect directors under the Act.Section of Companies Act Rights available to shareholders of a company Corresponding Provision* Rights available to shareholders of a Corresponding New Bank director under the Act or under the Scheme. (ii) No nomination shall be valid unless it is received with all the connected documents complete in all respects and received. To give a notice to the company proposing Clause 11A a resolution at a general meeting for removal of a director and appointment of a person as director in place of the removed director. by a resolution passed by majority of the votes of such shareholders holding in the aggregate not less than one half of the share capital held by all such shareholders. To vote for appointing a director by the No corresponding provision. may. c. remove any director elected by the shareholders and elect in his stead another person to fill the vacancy. proportional representation system. on or before the last date fixed for the payment of the call. 265 284 97 . d.

all holders of shares of that class. To be furnished by the company. To receive an abstract of the terms of the No corresponding provision. To inspect at the annual general meeting. No corresponding provision. with a No corresponding provision. National Company Law Tribunal for compelling inspection of the aforesaid register. if refused by the company. contracts. To inspect the register of directors. To inspect at the registered office. 304 304 To apply to the Central Government/ No corresponding provision. special meeting referred to above. in respect of the appointment of manager or managing director. To agree to any compromise or No corresponding provision. To apply to the National Company Law No corresponding provision. Tribunal to call a meeting of the creditors or of the members in case compromise or arrangement is proposed with its creditors or members. No corresponding provision. the register of directors’ shareholdings. to take copies of the register of No corresponding provision. the No corresponding provision. register of directors’ shareholdings. in which any director is interested. whose transfer is involved if the member is a dissenting member. the particulars notified in sub-s (1) of this Section. if it is refused by the company. To apply to the Central Government/ No corresponding provision. To have disclosed in the notice of the No corresponding provision. 98 306 307 307 391 391 391 393 393 . copy of the statement setting forth the terms of the compromise or arrangement proposed and explaining its effect where the notice of the meeting is given by an advertisement. To be offered the same terms as offered to No corresponding provision. arrangement at a special meeting called for that purpose.BANK OF BARODA Section of Companies Act 301 302 Rights available to shareholders of a company Corresponding Provision* Rights available to shareholders of a Corresponding New Bank To inspect. etc kept under this Section. National Company Law Tribunal for compelling inspection of the aforesaid register. contract or variation thereof. To inspect the register kept by the registrar under this Section.

To apply to the National Company Law No corresponding provision. as the case may be. as he had in the company in which he was originally a member. the transferor company together with an instrument of transfer and within one month of the date of registration be informed of the fact of registration. who have not assented to the scheme or contract. to the holders of the remaining shares or of the remaining shares of that class. To present winding-up petition where No corresponding provision. Tribunal if he is of the opinion that the affairs of the company are being conducted in a manner prejudicial to the public interest or in a manner oppressive to any member. compensation. of that fact in the prescribed manner. If aggrieved by any assessment of No corresponding provision. acquire the shares in question within three months of giving the notice. at a No corresponding provision. and of the receipt of amount or other consideration. Tribunal for appointment of nominee director. To have a copy of the notice transmitted to No corresponding provision. Tribunal for winding-up the company. To apply to the National Company Law No corresponding provision. the date of the transfer. general meeting. that the company be wound-up by the National Company Law Tribunal. To have as nearly as may be. interests in or rights against the company resulting from the amalgamation. company is being wound-up voluntarily or subject to court’s supervision. the same No corresponding provision. and to receive compensation in case such interests or rights are reduced. To resolve along with other members. To require the transferee company to No corresponding provision. 99 395 395 396 396 397. To petition the National Company Law No corresponding provision. to safeguard the interests of the company or its shareholders or the public interests. 398 408 433 439 440 . to prefer an appeal to the National Company Law Tribunal.Section of Companies Act 395 Rights available to shareholders of a company Corresponding Provision* Rights available to shareholders of a Corresponding New Bank To receive notice within one month from No corresponding provision.

BANK OF BARODA Section of Companies Act 490 Rights available to shareholders of a company Corresponding Provision* Rights available to shareholders of a Corresponding New Bank To appoint one or more liquidators in the No corresponding provision. 2. To fill the vacancy occured by the death. Capital Adequacy Requirements We are subject to the capital adequacy requirements of the RBI. statement in writing to the registrar and being heard thereon. To have distributed to himself on the No corresponding provision. the Bank does not require a licence in order to carry out banking activities. case of voluntary liquidation. winding-up. To have the opportunity of making a No corresponding provision. the assets of the company according to his rights and interests in the company. 4. All references to Sections are references to Sections of the Banking Companies (Acquisition and Transfer of Undertakings) Act. Regulations relating to the Opening of Branches Banks are required to obtain licences from the RBI to open new branches. Licensing of Corresponding New Banks Section 22 of the Banking Regulation Act. efficacy of the internal control system. to be paid to the liquidator. except where otherwise specified. profitability and other relevant factors. quality of its management. To make a complaint in a court regarding No corresponding provision. With a view to adopting the Basel Committee framework on capital adequacy norms which takes into account the elements of risk in various types of assets in the balance sheet as 100 . and not to corresponding new banks. The above rights are in addition to the rights that may be available to the shareholders. 492 511 545 621 * Please note the following for the above table: 1. and to fix the remuneration if any. 1970. 1970. Permission is granted based on factors such as overall financial position of the bank. offence under the Companies Act. 1998. under the listing agreements that we have entered into with the Stock Exchanges. resignation or otherwise in the office of the liquidator appointed by the company. in case he is being prosecuted as a delinquent member. 3. present as well as prospective. Accordingly. in a general meeting and convene a general meeting for this purpose. which requires a licence to be obtained from the RBI in order to carry out banking business in India. 1998. applies only to banking companies. It is left to the judgment of the individual banks to assess the needs for opening additional branches. All references to Clauses are references to provisions of the Nationalised Banks (Management and Miscellaneous Provisions) Scheme. The RBI may cancel the licence for violations of the conditions under which it was granted. No corresponding provision. All references to Regulations are references to provisions of Bank of Baroda General (Shares and Meetings) Regulations. which is based on the guidelines of the Basel Committee on Banking Regulations and Supervisory Practices.

Asset Classification and Provisioning In April 1992.well as off-balance sheet business and also to strengthen the capital base of banks. which are revised from time to time. Non-Performing Assets An advance is a non-performing asset where: interest and/or installment of principal remained overdue for a period of more than 90 days in respect of a term loan.e.0% risk weight for all state government guaranteed securities issued by defaulting entities. as per RBI guidelines issued in September. banks have to maintain a capital to risk asset ratio of 9. asset classification.0%). The value of each item is multiplied by the relevant weight or conversion factor to produce risk-adjusted values of assets and off-balance-sheet items.25% of risk weighted assets). The aggregate risk weighted assets are taken into account for determining the capital adequacy ratio. It comprises paid-up capital and reserves consisting of any statutory reserves.5% to cover market risk has to be assigned in respect of the entire investments portfolio over and above the risk weight for credit risk.0%.0%. Tier II capital. applicable from the financial year 1992-93. Tier I capital. intangible assets. the account remained “out-of-order” for a period of more than 90 days in respect of an overdraft or cash credit (If the outstanding balance remains continuously in excess of the sanctioned limit/ drawing power or there are no credits continuously for 90 days as on the date of balance sheet or credits are not enough to cover the interest debited during the same period. i. the bill remained overdue for a period of more than 90 days in case of bills purchased and discounted. the basis of treating various credit facilities as non-performing are set forth below. However. Investment fluctuation reserve is included in Tier II capital. general provisions and loss reserves (allowed up to a maximum of 1. Guarantees and letters of credit are treated as similar to funded exposure and are subject to similar risk weight. in addition to other conditions to be complied with for declaration of dividend without approval of RBI. hybrid debt capital instruments (which combine certain features of both equity and debt securities) and subordinated debt.25% of risk weighted assets. the undisclosed reserves and cumulative perpetual preference shares. if the interest and/or principal remained overdue for two harvest seasons but for a period not exceeding two half101 .0% risk weight. provides the most permanent and readily available support against unexpected losses. at least half of which must be Tier I capital. free reserves and capital reserve as reduced by equity investments in subsidiaries. capital to risk asset ratio must also be maintained at 11. Banks are required to assign a 100. With a view to enable the building up of adequate reserves to guard against any possible reversal of the interest rate environment in the future due to unexpected developments. As per these guidelines.0% of Tier I capital. Though investment fluctuation reserve is also considered in the general provision for Tier II but the same is not subjected to the ceiling of 1. A risk weight of 2. the RBI issued formal guidelines on income recognition.0%. Degrees of credit risk expressed as percentage weights are assigned to various balance sheet asset items and conversion factors to off-balance sheet items.e. the RBI has advised banks to build up an investment fluctuation reserve of a minimum of 5. The total capital of a banking company is classified into Tier I and Tier II capital. This reserve has to be computed with respect to investments in Held for Trading and Available for Sale categories. A bank’s deferred tax asset is to be treated as an intangible asset and deducted from its Tier I capital. the core capital.0% of the bank’s investment portfolio within a period of five years from fiscal 2001. As per regulatory requirements. and losses in the current period and those brought forward from the previous period. Risk adjusted assets and off-balance sheet items considered for determining the capital adequacy ratio are the weighted aggregate of specified funded and non-funded exposures. Any subordinated debt is subject to progressive discounts each year for inclusion in Tier II capital and total subordinated debt considered as Tier II capital cannot exceed 50. provisioning standards and valuation of investments applicable to banks. All foreign exchange and gold open position limits carry a 100. RBI decided in April 1992 to introduce a risk asset ratio system for banks (including foreign banks) in India as a capital adequacy measure. revaluation reserves (at a discount of 55. Tier II capital cannot exceed Tier I capital. i. This requires us to maintain a minimum ratio of capital to risk adjusted assets and off-balance sheet items of 9. 2002. then such accounts are treated as “out of order”).

0% provision is required to be made against the secured asset as follows: Up to one year: 20. 2005. 2004: 50. In cases where there is a secured portion of the asset.e. 2007. in the element of interest. measured in present value terms. 2004. a loan granted for long duration crops will be treated as a non-performing asset. (Crops with crop season longer than one year are long duration crops.0% on total outstanding should be made. There are separate guidelines for projects under implementation. 2005. Sub-Standard Assets: A general provision of 10. which are not long duration crops are treated as short duration crops. The RBI has separate guidelines for restructured assets under the corporate debt restructuring mechanism and under other mechanisms. 75% with effect from March 31. Similar guidelines apply to sub-standard assets.0% provision/ write-off of the unsecured portion of advances. a sub-standard asset is one. a total of 20% on the outstanding balance. the unrealized interest and other income already debited to the account is derecognised and further interest is not recognised or credited to the income account unless collected. falls due. Once the account has been classified as a non-performing asset. a loan granted for short duration crops will be treated as a non-performing asset. if the installment of principal or interest thereon remains overdue for one crop season.) any amount to be received remains overdue for a period of more than 90 days in respect of other accounts. i. The following guidelines apply to the various asset classifications: Standard Assets: A general provision of 0. and crops. 102 . One to three years: 30. and More than three years: In respect of outstanding stock of non-performing assets as on March 31. A fully secured standard asset can be restructured by reschedulement of principal repayments and/ or the interest element. The amount of sacrifice. which has become 60% with effect from March 31. Doubtful Assets: A 100..0% to 100. which are not covered by realizable value of the security. whichever is earlier. The unsecured exposures which are identified as sub-standard would attract additional provision of 10%. 2004. are eligible to be upgraded to the standard category only after the specified period. a period of one year after the date when first payment of interest or of principal. 2005. in the case of restructuring of assets under the corporate debt restructuring mechanism. With effect from March 31. depending upon the period for which the asset remains doubtful. and to doubtful assets. an asset is classified as doubtful if it remains in the sub-standard category for 12 months.25% is required. i. which are based on the achievement of financial closure and the date of approval of the project financing. With effect from March 31.e. With effect from September 30. which has remained NPA for a period less than or equal to 12 months. if the installment of principal or interest thereon remains overdue for two crop seasons. if any. whether in respect of principal instalment or interest amount. but must be separately disclosed as a restructured asset. Doubtful Assets: Assets that are non-performing assets for more than 18 months.0% provision. With effect from September 30. Asset Classification Non-performing assets are classified as described below: Sub-Standard Assets: Assets that are non-performing assets for a period not exceeding 18 months. subject to satisfactory performance during the period.0% provision.BANK OF BARODA years in the case of an advance granted for agricultural purposes. Provisioning and Write-Offs Provisions are based on guidelines specific to the classification of the assets.0% provision. a 20. The sub-standard accounts which have been subjected to restructuring. Loss Assets: Assets on which losses have been identified by the bank or internal or external auditors or the RBI inspection but the amount has not been written off fully. 2006 and 100% with effect from March 31. is either written off or provision is made to the extent of the sacrifice involved.

a bank cannot grant any loans and advances on the security of its own shares. Benchmark prime lending rate is determined on the basis of various parameters. A bank may sell a standard asset only if the borrower has a consortium or multiple banking arrangement. are as follows: The RBI has prescribed norms for bank lending to non-bank financial companies and financing of public sector disinvestment. at least 75% by value of the total loans to the borrower are classified as non-performing and at least 75% by value of the banks and financial institutions in the consortium or multiple banking arrangement agree to the sale. gold/silver bullion etc. Legislation introduced in the Indian Parliament to amend the Banking Regulation Act has proposed to prohibit lending to relatives of directors and to non-subsidiary companies that are under the same management as the banking company. employee or guarantor or in which he holds substantial interest. the provision has been raised to 100% with effect from March 31. In terms of Section 20(1) of the Banking Regulation Act. Interest rates for certain categories of advances are regulated by the RBI.000 to any one entity (other than most retail loans) must not exceed the benchmark prime lending rate. Loss Assets: The entire asset is required to be written off or provided for. or any individual in respect of whom any of its directors is a partner or guarantor. that have been doubtful for over three years on or after April 1. fixed deposits receipts issued by other banks. Banks are also free to stipulate lending rates without reference to their own benchmark prime lending rates in respect of certain specified categories of loans.000. employee or guarantor. 2005. There are guidelines on loans secured by shares. banks are encouraged to make higher provisions over and above the mandatory level. These guidelines provide that a bank may sell financial assets to an asset reconstruction company provided the asset is a non-performing asset. which inter alia. associates or the holding company of the banking company. debentures and bonds. A bank is also prohibited from entering into any commitment for granting any loans or advances to or on behalf of any of its directors. The banks should charge interest on loans/advances/cash credits/overdrafts or any other financial accommodation granted/provided/renewed by them or discount usance bills in accordance with the directives on interest rates on advances issued by RBI from time to time. or any firm in which any of its directors is interested as partner. operating expenses. 200. 2004.In respect of assets. joint ventures. The RBI issues directions covering the loan activities of banks. Each bank should also indicate the maximum spread over the benchmark prime lending rate for all credit exposures other than retail loans over Rs. manager. or any company (not being a subsidiary of the banking company or a company registered under Section 25 of the Companies Act. or the subsidiary or the holding company of which any of the directors of the bank is a director. The interest charged by banks on advances up to Rs. The RBI has issued guidelines to banks on the process to be followed for sales of financial assets to asset reconstruction companies. The banks selling financial assets should ensure that there is no known liability devolving on them and that they do not assume any operational. 200. managing agent. or a Government company) of which. Further. banks may not sell financial assets at a contingent price with an agreement to bear a part of the shortfall on ultimate realisation. There are certain exemptions in this regard as the explanation to the Section provides that ‘loans or advances’ shall not include any transaction which the RBI may specify by general or special order as not being a loan or advance for the purpose of such Section. While the provisions indicated above are mandatory. margin requirement and purpose. which are now in effect. banks may sell specific financial assets with an agreement to share in any surplus realised 103 . include cost of funds. money market mutual funds. Banks are free to determine their own lending rates but each bank must declare its benchmark prime lending rate as approved by its board of directors. Some of the major guidelines of RBI. manager. Regulations relating to Sale of Assets to Asset Reconstruction Companies The Securitisation Act provides for sale of financial assets by banks and financial institutions to asset reconstruction companies. in respect of amount. legal or any other type of risks relating to the financial assets sold. Regulations relating to Making Loans The provisions of the Banking Regulation Act govern the making of loans by banks in India. Banks are also given freedom to lend at a rate below the prime lending rate in respect of creditworthy borrowers and exporters on the basis of a transparent and objective policy approved by their boards. However. capital charge and profit margin.

a risk weight of 102.0%. up to 50.0% of capital funds and the group exposure limit is extendable by another 10. and 1.0%. The sanctioned limits or outstandings. Group exposure limit is 40.0% of capital funds. Any shortfall by foreign banks in the amount required to be lent to the priority sectors may be required to be deposited with the Small Industries Development Bank of India. with the approval exposure over the above specified limits. bonds or debentures or security receipts or pass through certificates issued by the asset reconstruction company or trusts set up by it to acquire the financial assets. Bank has decided that such enhancement based on their cash flows. Capital funds are the total capital as defined under capital adequacy standards (Tier I and Tier II capital). While each bank is required to make its own assessment of the value offered in the sale before accepting or rejecting an offer for purchase of financial assets by an asset reconstruction company. whichever is higher. We provide export credit for pre-shipment and postshipment requirements of exporter borrowers in rupees and foreign currencies. This can be in the form of home loans to individuals or subscription to the debentures and bonds of the National Housing Bank and housing development institutions recognised by the Government of India.0% of net bank credit. the single borrower exposure limit is extendable by another 5. up to 20. such as agriculture. Any loss on sale must be charged to the profit and loss account. and for non-public sector above. The RBI requires banks to make advances towards housing finance. up to a further 5% of may be considered for public sector undertaking borrowers undertaking borrowers if they have a risk rating of ‘AA’ and of its board of directors. Total priority sector advances should be 40. i. the RBI has prescribed credit exposure limits for banks and long-term lending institutions in respect of their lending to individual borrowers and to all companies in a single group (or sponsor group).e.0% of net bank credit with agricultural advances required to be 18. For computing capital adequacy. whichever are higher.e. 104 . Non-fund exposures are to be reckoned at 100% of the limit or outstandings. The limits set by the RBI are as follows: Credit exposure ceiling for a single borrower shall not exceed 15.0% of capital funds. small businesses and housing finance. small-scale industry. 12.0% of capital funds. Directed Lending Priority Sector Lending The RBI requires commercial banks to lend a certain percentage of their net bank credit to specific sectors (known as priority sectors).0% of a bank’s net bank credit is required to be in the form of export credit.0% of net bank credit and advances to weaker sections required to be 10. This enables exporters to have access to an internationally competitive financing option.0% of the previous year’s net bank credit required to be lent under the Differential Rate of Interest scheme. i. Credit Exposure Limits As a prudent measure aimed at better risk management and avoidance of concentration of credit risk.BANK OF BARODA by the asset reconstruction company in the future. in consortium or multiple banking arrangements where more than 75% by value of the banks or financial institutions accept the offer. Consideration for the sale may be in the form of cash. Domestic scheduled commercial banks having shortfall in lending to priority sector are allocated amounts for contribution to the Rural Infrastructure Development Fund established in National Board for Agricultural and Rural Development.5% is applied to instruments received by banks as consideration for sale of financial assets to asset reconstruction companies. Exposure shall include credit exposure (funded and non-funded credit limits) and investment exposure (including underwriting and other similar commitments) as well as certain types of investments in companies. are considered for arriving at the exposure limit. consider enhancement of the capital funds. Pursuant to existing guidelines. the remaining banks or financial institutions are obliged to accept the offer. Export Credit The RBI also requires commercial banks to make loans to exporters at concessional rates of interest. but any gains must be used for meeting losses on sale of other financial assets. in exceptional circumstances. A bank may. The RBI also periodically issues instructions/directives to banks with regard to providing credit facilities to minority communities. In case of financing for infrastructure projects.

Investment exposure comprises of the following elements: investments in shares and debentures of companies acquired through direct subscription. A bank’s investment in unlisted non-Statutory Liquidity Ratio securities may not exceed 10. the RBI issued guidelines on investments by banks in non-Statutory Liquidity Ratio securities issued by companies. 2004.0% of outstanding domestic advances (excluding inter-bank lending and advances outside India and including commercial paper) at March 31 of the previous fiscal year and investments in shares. Consolidated Supervision Guidelines In fiscal 2003. Pursuant to these guidelines. the RBI issued guidelines for consolidated accounting and consolidated supervision for banks. These guidelines have been effective from April 1. In December 2003. Pursuant to the RBI guidelines. banks. central and state government sponsored institutions and special purpose vehicles. devolvement arising out of underwriting obligations or purchase made in the secondary market. hire purchase finance and factoring services. investment in public sector undertaking bonds through direct subscription. (c) subordinated debt instruments. since only a few securitisation and reconstruction companies are being set up. the RBI requires banks to fix internal limits of exposure to specific sectors. convertible debentures. convertible debentures and units of equity-oriented mutual funds should not exceed 20. the exposure of banks to capital markets by way of investments in shares. (b) preference shares eligible for capital status. bank loan for financing promoters’ contributions. with provision for compliance in a phased manner by January 1. Regulations relating to Investments and Capital Market Exposure Limits There are no limits on the amount of investments by banks in non-convertible debt instruments. 2005. pass through certificates issued by a securitisation or reconstruction company. banks are prohibited from investing in non-Statutory Liquidity Ratio securities with an original maturity of less than one year. initially. These limits are subject to periodic review by the banks. bonds and units of mutual funds to stock brokers and market makers. devolvement arising out of underwriting obligations or purchase from secondary markets or on conversion of debt into equity. credit exposure limits specified by the RBI in respect of lending to individual borrowers and borrower groups also apply in respect of these investments. bridge loans against equity flows/issues. However.0% of the bank’s net worth. Bank’s investment in the following instruments. Banks are also prohibited from investing in unrated securities. investments in commercial papers issued by corporate bodies or public sector undertakings. security receipts. which are issued by other banks and are eligible for capital status for the investee bank should not exceed 10% of the investing bank’s capital funds (Tier I plus Tier II): (a) equity shares. However.0% of its total investment in non-Statutory Liquidity Ratio securities as at the end of the preceding fiscal year. banks will be allowed to exceed prudential exposure on account of such investments on a case-to-case basis. To ensure that exposures are evenly distributed. units of equity-oriented mutual funds and loans to brokers. These 105 . These guidelines will not apply to investments in security receipts issued by securitisation or reconstruction companies registered with the RBI and asset backed securities and mortgage-backed securities with a minimum investment grade credit rating. and financing of initial public offerings. financial institutions. bonds. advances against shares. other than commercial paper and certificates of deposits. facilities extended by way of equipment leasing. should not exceed 5. and (e) any other instrument approved as in the nature of capital. These guidelines apply to primary market subscriptions and secondary market purchases. debentures. and investments in debentures. (d) hybrid debt capital instruments.Credit exposure is the aggregate of: all types of funded and non-funded credit limits.

Borrower group exposure limit of 40. Shifting of investments from or to held to maturity may be done with the approval of the board of directors once a year. in addition to the transfer permitted under the earlier guidelines. (b) investments in subsidiaries and joint ventures and (c) investments in debentures deemed as advance.0% of investments for the held to maturity category provided the excess comprises only statutory liquidity ratio investments and the aggregate of such investments in the held to maturity category do not exceed 25. The principal features of these guidelines are: Banks are required to prepare consolidated financial statements intended for public disclosure.0% is for the purpose of financing infrastructure projects). In the meanwhile. Held to maturity investments compulsorily include (a) recapitalisation bonds. 2003.0% of total on-balance sheet assets (excluding intangible assets and accumulated assets). 106 . and Consolidated capital market exposure limit of 2.0% is for the purpose of financing infrastructure projects). in the event of inability to sell due to adverse factors including tight liquidity. Loss on sale will be recognised in the profit and loss account. excluding insurance subsidiaries. (b) held for trading.0% of the demand and time liabilities.0% of capital funds provided the additional exposure of up to 5. investment in shares.0% of the Bank’s consolidated net worth.0% of capital funds provided the additional exposure of up to 10. shifting of investments from Available for Sale to Held for Trading may be done with the approval of the board of directors. of any shortfall in capital adequacy of a subsidiary for which capital adequacy norms are specified. Held to maturity investments also include any other investment identified for inclusion in this category subject to the condition that such investments cannot exceed 25.BANK OF BARODA guidelines became effective April 1.0% of capital funds (50. Investments under the Held for Trading category should be sold within 90 days. Within the total limit. the unsold securities should be shifted to the Available for Sale category.0% of their demand and time liabilities. 2003. the Reserve Bank of India has permitted banks to exceed the limit of 25. consolidated prudential returns reporting their compliance with various prudential norms on a consolidated basis. normally at the beginning of the accounting year. extreme volatility or a unidirectional movement in the market. Profit on sale of investments in this category should be first taken to the profit and loss account and thereafter be appropriated to the capital reserve account. taking into account the unique requirement applicable to banks in India of maintenance of a statutory liquidity ratio equal to 25. Deduction from Tier I capital of the bank. The Bank adopted these guidelines on April 1. In September 2004. book value or market value on the date of transfer. Banks should decide the category of investment at the time of acquisition. Compliance on a consolidated basis is required in respect of the following main prudential norms: Single borrower exposure limit of 15. Held to Maturity securities are not marked to market and are carried at acquisition cost or at an amortized cost if acquired at a premium over the face value.0% of capital funds (20. Profit or loss on the sale of investments in both the Held for Trading and Available for Sale categories is taken in the profit and loss account. Banks are required to submit to the RBI. shifting from Held for Trading to Available for Sale is generally not permitted. the asset liability management committee or the investment committee.0% of the total investment excluding recapitalisation bonds and debentures. convertible bonds and debentures and units of equity-oriented mutual funds should not exceed 10. the Reserve Bank of India announced that it would set up an internal group to review the investment classification guidelines to align them with international practices and the current state of risk management practices in India. The transfer would be done at the lower of acquisition cost. Banks’ Investment Classification and Valuation Norms The salient features of the RBI’s guidelines on investment classification and valuation are given below: The entire investment portfolio is required to be classified under three categories: (a) held to maturity. and (c) available for sale. The Reserve Bank of India has permitted banks to transfer additional securities to the held to maturity category as a one time measure during fiscal 2005.

except as statutorily provided. In respect of savings and time deposits accepted from employees.5 million and above. exceeding the lower of 30.Securities classified as Available for Sale or Held for Trading are valued at market or fair value as at the balance sheet date. and those contracted effective close of business in India on April 17.5 million) and a maximum maturity of 10 years. the RBI has stipulated that the board of directors of the bank concerned should be informed on a half-yearly basis of such occurrences. Further. 2003 should not exceed 250 basis points and interest rates on those NRE deposits accepted before September 15. 2004 should not exceed the LIBOR/ swap rates for US dollar of corresponding maturity. 100. Regulations Relating to Deposits The RBI has permitted banks to independently determine rates of interest offered on term deposits. Restrictions on Investments in a Single Company No bank may hold shares in any company. we are permitted by the RBI to pay an additional interest of 1. 2003 should not exceed 100 basis points over the U. Prohibition on Short-Selling RBI does not permit short selling of securities by banks. The RBI has stipulated that the interest rate on NRE deposits accepted before July 17.5% per annum on savings deposits. and Interest on deposits is paid in accordance with the schedule of interest rates disclosed in advance by the bank and not pursuant to negotiation between the depositor and the bank. Limit on Transactions through Individual Brokers Guidelines issued by the RBI require banks to empanel brokers for transactions in securities. that is not realised is ignored. Deposit Insurance Demand and time deposits of up to Rs. NRE deposits contracted effective close of business in India on October 18. Depreciation or appreciation for each basket within the Available for Sale and Held for Trading categories is aggregated.0% of its own paid up share capital and reserves. Investments in security receipts or pass through certificates issued by asset reconstruction companies or trusts set up by asset reconstruction companies should be valued at the lower of the redemption value of the security receipts / passthrough certificates. 1. Further. whether as owner or as pledge or mortgagee.S. Time deposits from NRIs denominated in foreign currency have a minimum maturity of one year and a maximum maturity of three years. The RBI has permitted banks the flexibility to offer varying rates of interests on domestic deposits of the same maturity subject to the following conditions: Time deposits are of Rs. The RBI specifies that not more than 5. whichever is less. Domestic time deposits have a minimum maturity of seven days (seven days in respect of deposits over Rs.000 accepted by Indian banks have to be compulsorily insured with the Deposit Insurance and Credit Guarantee Corporation. 2003 should not exceed 25 basis points over the U. and the net book value of the financial asset. a wholly-owned subsidiary of the RBI. dollar LIBOR/ swap rates for the corresponding maturity. Banks are required to pay the insurance premium for the eligible amount to the Deposit Insurance and Credit Guarantee Corporation on a semiannual basis. Net appreciation in each basket. The cost of the insurance premium cannot be passed on to the customer. These guidelines also require that a disproportionate part of the bank’s business should not be transacted only through one broker or a few brokers. If for any reason this limit is breached.5% per annum.0% of the total transactions in securities through empanelled brokers can be transacted through one broker. banks may only pay interest of 3. if any. dollar LIBOR/ swap rates for the corresponding maturity.0% of the paid up share capital of that company and 30. 1. Primary (urban) cooperative banks are permitted to pay interest on current account deposits at rates not exceeding 0.0% over the interest payable on deposits from the public.S. Regulations relating to Knowing the Customer and Anti-Money Laundering The RBI has issued several guidelines relating to identification of depositors and has advised banks to put in place 107 . while net depreciation is provided for.

interest was paid by the RBI at the bank rate. the RBI’s regulations for asset liability management require banks to draw up asset-liability gap statements separately for rupee and for four major foreign currencies. 2002 has been passed by Indian Parliament and has received the assent of the President of India on January 17. 1934.0% and a maximum of 20. the RBI requires banking companies to maintain a liquidity ratio of 25. or a well-known person in the local area where the prospective customer resides. by way of balance in current account with the RBI. and apex financial institutions. a banking company such as us is required to maintain a specified minimum percentage of its net demand and time liabilities by way of liquid assets like cash.0% limit on negative gaps was 108 . 2005 proposes to remove these minimum and maximum levels. Additionally. the RBI has asked banks to manage their asset-liability structure such that the negative liquidity gap in the 1-14 day and 15–28 day time periods does not exceed 20. It is proposed in the Finance Act. passport or details of bank accounts with other banks. 2003 introduced in the Indian Parliament proposed to amend Section 24 of the Banking Regulation Act to remove the minimum Statutory Liquidity Ratio stipulation.0% pursuant to Section 42 of the Reserve Bank of India Act. excluding inter-bank deposits. the prospective customer is required to submit documents such as his identity card. residence and other details to ensure that the customer is opening the account in his own name.0% pursuant to Section 24 of the Banking Regulation Act. gold or approved securities. money laundering and for incidental and connected matters.75%. currently at the rate of 3. or maturity date and behaviour studies that may be conducted by banks. thereby giving the RBI the freedom to fix the Statutory Liquidity Ratio below this level. Regulations on Asset Liability Management At present. These gap statements are prepared by scheduling all assets and liabilities according to the stated and anticipated re-pricing date. The percentage of this liquidity ratio is fixed by the RBI from time to time. To open an account. 2004. specified inter bank term deposits/term borrowing liabilities are excluded from the calculation of the cash reserve ratio: The RBI pays no interest on the cash reserves up to 3. The RBI has advised banks to actively monitor the difference in the amount of assets and liabilities maturing or being re-priced in a particular period and place internal prudential limits on the gaps in each time period. The cash reserve ratio has to be maintained on an average basis for a fortnightly period and should not be below 70. a prospective customer is required to be introduced by an existing customer who has had his own account with the bank for at least six months and has satisfactorily conducted that account. and it can be a minimum of 25. the cash reserve ratio was changed to 4. Paid up capital. The Banking Regulation (Amendment) and Miscellaneous Provisions Bill. The cash reserve ratio can be a minimum of 3. These statements have to be submitted to the RBI on a quarterly basis. If the prospective customer does not have an introducer.BANK OF BARODA systems and procedures to control financial frauds. it has been increased to 5%. The Act seeks to prevent money laundering and to provide for confiscation of property derived from. The Finance Act. 2003. Statutory Liquidity Ratio In addition to the cash reserve ratio.5%. The Prevention of Money Laundering Act. On September 18. The RBI requires banks to open accounts only after verifying the identity of customers as to their name.0% of the demand and time liabilities and pays interest on the eligible cash balances. The RBI has also issued guidelines from time to time advising banks to be vigilant while opening accounts for new customers to prevent misuse of the banking system for perpetration of frauds. and monitor high value cash transactions. amount availed of as refinance from the RBI.0% of cash outflows in these time periods. It must be made incumbent upon him to provide sufficient proof of his antecedents before the account is allowed to be opened. 2005 to remove these minimum and maximum levels by carrying out the amendments in the respective regulations. provision for income tax in excess of the actual estimated liabilities. 2004. credit balance in the profit and loss account of the bank. At present.0% and a maximum of 40. identify money laundering and suspicious activities. reserves. This 20. Legal Reserve Requirements Cash Reserve Ratio A banking company such as us is required to maintain a specified percentage of its demand and time liabilities. or involved in.0%.0% of the required cash reserve ratio on any day of the fortnight. as a risk control mechanism. Earlier. From October 2.

Once the aggregate net purchase of equity shares reaches the cut off points further acquisition of equity shares by FIIs/NRIs/PIOs requires approval of RBI. It is not mandatory for banks to lay down internal norms in respect of negative liquidity gaps for time periods greater than one year. and enter into derivative transactions and risk management activities that are incidental to our normal functions authorised under our organizational documents. open documentary credits. we are permitted to hedge foreign currency loan exposures of Indian corporations in the form of interest rate swaps. For further details. Restriction on Transfer of Shares For public sector banks the RBI monitors the ceilings on FII/NRI/PIO investments on a daily basis. Statutes Governing Foreign Exchange and Cross-Border Business Transactions The foreign exchange and cross border transactions undertaken by banks are subject to the provisions of the Foreign Exchange Management Act. Under this licence. the Non-Resident Shareholding cannot exceed 20% of the paid up capital of the bank in terms of Section 3 of the Banking Companies (Acquisition and Transfer of Undertakings) Act. grant import and export loans. Further. we are required to enrol as a member of the Foreign Exchange Dealers Association of India. our Bank. subject to certain conditions. we have been granted permission to: engage in foreign exchange transactions in all currencies. on the basis of the RBI’s direction has laid down internal norms in respect of cumulative negative liquidity gaps. currency swaps and forward rate agreements. 1999. 1970. open and maintain foreign currency accounts abroad. All branches should monitor all non-resident accounts to prevent money laundering. In respect of other time periods. the provisions of the SEBI Takeover Regulations apply and must be complied with. However.0% of the profits of each year before dividends. due to a general change in the interest rates. issue guarantees. Banks are prohibited from engaging in business activities other than the specified activities. handle collection of bills. 2000. In case of interest rate sensitivity. grant foreign currency loans to on-shore and off-shore corporations. Foreign Currency Dealership RBI has granted us a full-fledged authorised dealers’ licence to deal in foreign exchange through our designated branches. options. up to one year. Authorised dealers. raise foreign currency and rupee denominated deposits from NRIs. which prescribes the rules relating to foreign exchange business in India.made mandatory with effect from April 1. like us. The Board of Directors has approved of these limits. please see “History and Certain Corporate Matters – Main Objects of the Bank” on page 116 of this Red Herring Prospectus. In addition. Our foreign exchange operations are subject to the guidelines specified by RBI under the Foreign Exchange Management Act. our Bank has set limits on the maximum permissible impact on the net interest income during the one year period. If there is an appropriation from this account. As an authorised dealer. the bank is required to report the 109 . Prohibited Business The Banking Regulation Act specifies the business activities in which a bank may engage. For effective monitoring the RBI has fixed cut off points lower than the actual ceilings which is 18% for public sector banks. Reserve Fund Any bank incorporated in India is required to create a reserve fund to which it must transfer not less than 25. are required to determine their limits on open positions and maturity gaps in accordance with the RBI’s guidelines and these limits are approved by RBI. funds transfer services.

Restrictions on Payment of Dividends Pursuant to the provisions of the Banking Regulation Act. raise by public issue of shares in such manner as may be prescribed. In the event that we fulfill the conditions stated above we can declare dividends without the consent of the RBI. underwriting commission. Further. Declaration and payment of interim dividend beyond this limit would require the prior approval of the RBI. 2005. amounts of losses and any other item of expenditure not represented by tangible assets) have been completely written off. shall be entitled to exercise voting rights in respect of any shares held by them in excess of one percent of the total voting rights of all the shareholders of the corresponding new bank.BANK OF BARODA same to the RBI within 21 days. only those banks which comply with the following minimum prudential requirements are eligible to declare dividend with the prior approval of the RBI: Capital to risk asset ratio of at least 9% for the preceding two accounting years and for the accounting year for which it proposes to declare dividend. but if we do not comply with the conditions stated above but wish to declare dividend or a higher rate of dividend we would require prior permission from the RBI. as per RBI guidelines on payment of dividend. In 1995. The Government of India may exempt banks from this provision by issuing a notification on the recommendation of the RBI. organization expenses. No shareholder of the corresponding new bank. In case any bank does not meet the above CRAR norm. By notification F. it would be eligible to declare a dividend provided its net NPA ratio is less than 5%. RBI has also notified that banks may also declare and pay interim dividends out of the relevant account period’s profit without the prior approval of the RBI if they satisfy the minimum criteria above. which have an adverse bearing on the profit during that year. 2005 exempting us from the provisions of sections 13 (payment of commission. Compliance with restrictions as to payment of dividends and the setting up of a reserve fund as per Sections 15 and 17 of the Banking Regulation Act. The financial statements pertaining to the financial year for which the bank is declaring a dividend should be free of any qualifications by the statutory auditors. MoF has granted us an exemption from the provisions of sections 13 and 15(1) of the Banking Regulations Act for a period of five years from the date of the Notification. other than the central government. RBI introduced a 110 . and the cumulative interim dividend is within the prudential cap on dividend payout ratio (40%) computed for the relevant accounting period. Regulatory Reporting and Examination Procedures The RBI is empowered under Section 27(2) of the Banking Regulation Act to inspect a bank. but is having a CRAR of at least 9% for the accounting year for which it proposes to declare a dividend. a bank can pay dividends on its shares only after all its capitalised expenses (including preliminary expenses. 1949. The paid up capital of corresponding new banks may be increased by such amounts as the board of directors of the corresponding new bank may. The proposed dividend is payable out of the current year’s profit. Net non-performing assets of less than 7%. discounts) and 15(1) (payment of dividend) of the Banking Regulations Act for a period of five years from the date of the said notification. so however that the central government’s shareholding does not fall below 51% of the paid up capital of the bank. brokerage.No. The GoI has granted an exemption to us by its Notification dated February 14. The Government of India may. after consultation with the RBI and with the previous sanction of the central government. Restriction on Share Capital and Voting Rights Public sector banks can issue equity shares as per the SEBI Guidelines. explaining the circumstances leading to such appropriation.11/31/2004-BOA dated February 14. the GoI. brokerage. on the recommendation of the RBI. exempt a bank from the requirements relating to reserve fund. The dividend pay out ratio does not exceed 40%.

and other prudential parameters.0% of its demand and time liabilities in India. the capital base and the capital adequacy ratio. credit allocation and regulatory compliance. even if the bills and the securities are held outside India) are not less than 75. unaudited operating results for each quarter. Further. The RBI also discusses the report with the management team including the Chairman and Managing Director and the Executive Director. control and management. liabilities and off-balance sheet exposures. 111 . has to be placed before our Board of Directors. regional offices and other selected branches with respect to their general operations and foreign exchange related transactions. at intervals ranging from one to three years. ownership. The RBI also conducts on-site supervision of zonal offices. On approval by the Board of Directors. Appointment and Remuneration of the Chairman and Managing Director and Other Directors Directors on the Board of Directors of our Bank are appointed by the Central Government in terms of Section 9 of the Bank Acquisition Act. Assets to be Maintained in India Every bank is required to ensure that its assets in India (including import-export bills drawn in India and RBI approved securities. For the text of Section 9 of the Bank Acquisition Act see the section titled “Main Provisions of Constitutional Documents” on page 373 of this Red Herring Prospectus. risk weighting of these exposures. The penalty may also include imprisonment. internal controls. Penalties RBI may impose penalties on banks and their employees in case of infringement of regulations under the Banking Regulation Act. structural liquidity and interest rate sensitivity. information on risk based supervision.system of off-site monitoring and surveillance. consolidated accounts and related financial information. subsidiaries. control and management. The remuneration paid to Directors is determined by the Central Government in consultation with the RBI. To this end and to enable off-site monitoring and surveillance by the RBI. analysis of balance sheet. We are subject to the on-site inspection by the RBI at yearly intervals. asset quality. banks are required to report to the RBI on aspects such as: assets. The RBI also conducts periodic on-site inspections on matters relating to the bank’s portfolio. The Chairman and Managing Director and Executive Director (wholetime directors) are appointed by the Central Government in consultation with the RBI. along with the report on actions taken by us. associates and joint ventures. concentration of exposures. risk management systems. The other Directors nominated/ appointed by the Central Government include one official each from the GoI and RBI and one Director representing the non-workmen employees of the Bank. we are required to submit the report on actions taken by us to the RBI. The RBI monitors prudential parameters at quarterly intervals. a specified number of Directors are elected by the shareholders. with the primary objective of monitoring the financial condition of banks in between on-site examinations. connected and related lending and the profile of ownership. The penalty may be a fixed amount or may be related to the amount involved in any contravention of the regulations. The wholetime Directors appointed by the Central Government and the officials of the Central Government and the RBI who serve as the nominee directors of the Central Government and RBI cannot be a director of any other corresponding new bank. The inspection report.

transferring/selling/buying of securities at rates other than market rates. 112 . We are also required to disclose information if ordered to do so by a court. necessary or appropriate for the bank to divulge such information. records and registers. We cannot disclose any information to third parties except under clearly defined circumstances. but are not limited to. our Bank is statutorily bound to maintain secrecy about the affairs of its constituents. in the public interest. However. the parent bank is required to provide a minimum of U. unless such a person is eligible under the existing exchange control regulations to invest/maintain foreign currency accounts abroad.S. The key regulations applicable to OBUs include. All prudential norms applicable to overseas branches of Indian banks apply to OBUs. where we need to disclose information in our interest. Secrecy Obligations Under Section 13 of the Bank Acquisition Act. except in circumstances in which it is. The following are the exceptions to this general rule: where disclosure is required to be made under any law. 1891 a copy of any entry in a bankers’ book. The OBUs are also required to follow the best international practice of 90 days’ payment delinquency norm for income recognition. An OBU may not enter into any transactions in foreign exchange with residents in India. 1985 require a bank to retain records of books. cash books and account books certified by an officer of the bank may be treated as prima facie evidence of the transaction in any legal proceedings. The RBI may.$ 10 million to its OBU.BANK OF BARODA Subsidiaries and other investments A bank requires the prior permission of RBI to incorporate a subsidiary. OBUs are exempt from cash reserve ratio requirements. accounts and other documents relating to stock and share register for a period of three years. all our borrowings including bonds are unsecured. day books. and where disclosure is made with the express or implied consent of the customer. Regulations governing OBUs The Government and the RBI have permitted banks to set up OBUs in special economic zones. where there is an obligation to disclose to the public. publish the information obtained from the bank. the following: No separate assigned capital is required. We are required to comply with the above in furnishing any information to any parties. A bank is required to maintain an “arms’ length” relationship in respect of its subsidiaries and in respect of mutual funds sponsored by it in regard to business parameters such as taking undue advantage in borrowing/lending funds. in supporting/financing the subsidiary and financing our clients through them when we ourselves are not able or are not permitted to do so. duties and tariffs. The RBI has directed banks to incorporate consent clauses in loan agreements to enable disclosure of borrower information to credit bureaus. RBI may exempt a bank’s OBU from statutory liquidity ratio requirements on specific application by the bank. The Banking Companies (Period of Preservation of Records) Rules. Currently. asset classification and provisioning. giving special consideration for securities transactions. Our obligations relating to maintaining secrecy arise out of common law principles governing our relationship with our customers. which are specially delineated duty free enclaves deemed to be foreign territory for the purpose of trade operations. such as ledgers. Maintenance of Records We are required to maintain books. Restriction on Creation of Floating Charge Prior approval of the RBI is required for creating floating charge on our undertaking or our property. in accordance with law or practices and usages customary among bankers. Under the provisions of the Banker’s Books Evidence Act.

provides for reference of sick industrial companies. the provisions of the Companies Act will apply in relation to sick companies. Once the aggregate net purchase of equity shares reaches the cut off points further acquisition of equity shares by NonResidents to the ceiling of 20% requires approval of the RBI. other than the board of directors of a company. OBUs must follow the ‘Know Your Customer’ guidelines and must be able to establish the identity and address of the participants in a transaction. Foreign Ownership Restrictions Foreign investment in our Bank. as well as our underwriting. These branches are prohibited from participating in the domestic call. Special Status of Banks in India The special status of banks is recognised under various statutes including the Sick Industrial Companies Act. OBUs may operate and maintain balance sheets only in foreign currency and are not allowed to deal in Indian rupees except for having a special rupee account out of the convertible funds in order to meet their daily expenses. custodial. banker to the issue. The loans and advances of OBUs would not be reckoned as net bank credit for computing priority sector lending obligations. Under it. foreign investment in new corresponding banks is subject to an overall statutory limit of 20% of the paid up capital. at any point of time. the legal capacity of the participants and the identity of the beneficial owner of the funds. term etc. We are required to adhere to a code of conduct applicable for these activities. For public sector banks the RBI monitors the ceilings on Non-Resident investments on a daily basis. the SICA Repeal Act. has not yet been notified. 1993 provides for establishment of Debt Recovery Tribunals for expeditious adjudication and recovery of debts due to any bank or Public Financial Institution or to a consortium of banks and Public Financial Institutions. depositary participant. Recovery of Debts Due to Banks and Financial Institutions Act. However. we are entitled to certain benefits under various statutes including the following: The Recovery of Debts Due to Banks and Financial Institutions Act. except the higher courts in India in certain circumstances. the Indian securities market. Regulations and Guidelines of SEBI SEBI was established to protect the interests of public investors in securities and to promote the development of. 2004 (“SICA Repeal Act”). Under this Act. 1985 has been repealed by the Sick Industrial Companies (Special Provisions) Repeal Act. and debenture trusteeship activities. The exposures of an OBU in the domestic tariff area should not exceed 25% of its total liabilities as at the close of business of the previous working day. 1985. A bank cannot borrow from its OBU . rendered by it or undertaken by it) may refer the company to the BIFR. Under Section 3(2D). and to regulate. to the Board for Industrial and Financial Reconstruction. These regulations provide for our registration with the SEBI for each of these activities. For effective monitoring the RBI has fixed cut off points lower than the actual ceilings which is 18% for public sector banks. We are subject to SEBI regulations for our equity and debt capital issuances. and the Securitisation Act. On the repeal becoming effective. money market and payment system. The Sick Industrial Companies Act. The Sick Industrial Companies Act. the procedures for recoveries of debt have been simplified and time frames been fixed for speedy disposal of cases. a scheduled bank (where it has an interest in the sick industrial company by any financial assistance or obligation. as a corresponding new bank.OBUs are required to adopt liquidity and interest rate risk management policies prescribed by the RBI in respect of overseas branches of Indian banks as well as within the overall risk management and asset and liability management framework of the bank subject to monitoring by the bank’s board of directors at prescribed intervals. As a bank. which is due to come into force on a date to be notified by the central government in the official gazette. functions and responsibilities. under which the reference must be made to the National Company Law Tribunal. Upon establishment of the Debt Recovery Tribunal. notice. beyond which Non-Residents are not allowed to acquire shares. and not the Board for Industrial and Financial 113 . is regulated by the provisions of the Bank Acquisition Act. no court or other authority can exercise jurisdiction in relation to matters covered by this Act. 1985. 1993.

Such annual report shall be sent to all of its shareholders RRBs have been deemed to be a co-operative society for the purposes of the I. Of this. In May 2002.T. The GoI may also issue notifications specifying the local limits within which a given RRB shall operate. Further. Further. offshore branches and representative offices abroad. sale and distribution of insurance products and services and protection of policyholders’ interests. and RBI Act. 1976 Regional Rural Banks (RRBs) are established under the Regional Rural Banks Act. approval from the foreign regulatory authority is also required prior to undertaking such banking operations. The issued capital can be changed by the board of directors of the RRB (with the prior approval of the GoI) after consultation with NABARD. 1974. Every RRB shall prepare an annual report within three months from the date of closure of the accounting year or such further period. the concerned state government. 2005 proposes to introduce certain changes to the existing regulations governing banks in India. registration as an insurance company. in accordance with the provisions of the Securitisation Act. These regulations regulate and govern. sponsor bank or any other bank. such person being an officer of the sponsor bank. among other things. investment. These proposals relate to: 114 . and two directors to be nominated by the concerned state government. 1976 stipulates the limit of the paid-up capital of a regional rural bank and further stipulates that the shares shall always be fully paid up shares of one hundred rupees each. The Securitisation Act focuses on improving the rights of banks and financial institutions and other specified secured creditors as well as asset reconstruction companies by providing that such secured creditors can take over management control of a borrower company upon default and/or sell assets without the intervention of courts. such person being an officer of NABARD. one director to be nominated by NABARD. 1938 and the various regulations prescribed by the Insurance Regulatory and Development Authority. train personnel and provide managerial and financial assistance to the RRB during the first five years of its operations. The board of directors shall consist of the following: a chairman-appointed by the sponsor bank. who are officers of the concerned State Government. The Regional Rural Banks Act. The sponsor bank shall subscribe to the share capital of the RRB. advertising. The Regional Rural Banks Act. licensing of insurance agents. We are required to obtain approval of the RBI to set up overseas subsidiaries. Every RRB shall carry on the business of banking as defined in Section 5(b) of the Banking Regulation Act and may engage in one or more forms of business specified in Section 6(1) of the Banking Regulation Act. two directors. 50% shall be subscribed to by the GoI. Act. Amendments under the Finance Act. RBI. NABARD. one Director to be nominated by the RBI. the Indian parliament approved the Insurance (Amendment) Act 2002. not exceeding three months. two directors to be nominated by the sponsor bank. 2005 The Finance Act. which facilitates the appointment of corporate agents by insurance companies and prohibits intermediaries and brokers from operating as surrogate insurance agents. 15% by the concerned state government and 35% by the sponsor bank. who are not officers of GoI. nominated by GoI. Regulations Governing International Businesses Our international business operations are governed by regulations in the countries in which we have a presence. the concerned state government and the sponsor bank.BANK OF BARODA Reconstruction. such person being an officer of the RBI. 1976 by the GoI at the instance of a sponsor bank. Regulations Governing Insurance Companies Subsidiaries offering life insurance and non-life insurance are subject to the provisions of the Insurance Act. as may be permitted by the RBI. by amendment of the Banking Regulation Act. the GoI is empowered to give directions to the RRBs and the RRBs shall have to obey and follow such directions.

Introduction of the new provision to provide for set off of losses to banking companies in cases of amalgamation. and To enable RBI to lend or borrow securities by way of repo. the GoI has also proposed to enable RBI to sanction banks to give loans to directors and to enable RBI to remove the board of directors of banks. reverse repo or otherwise.Removal of the lower and upper limits on the Statutory Liquidity Ratio. The introduction of specific provisions to enable consolidated supervision of banks and their subsidiaries by RBI. Removal of the lower and upper limits on the Cash Reserve Ratio. Continuation of the tax exemption granted to interest income on Non-Resident (External) Account and Foreign Currency Deposits. 115 . Permitting banks to issue preference shares. Enhancement of credit-linking of Self Help Groups with the Banking System. In addition.

discounting. accepting. the Bank opened its first overseas branch at Mombasa. asset management (BOB AMC) and capital market activities (BOB Caps). the buying and selling of foreign exchange including foreign bank notes. order or otherwise. repayable on demand or otherwise. one at Dubai and another at Abu Dhabi. debentures. To focus on housing finance. three branches in Uganda and one each in London and Guyana.” Section 6(1) of the Banking Regulation Act reads as follows: “Form and business in which banking companies may engage (1) In addition to the business of banking. securities and investments of all kinds. or taking up of money. the network of the Bank was extended over 234 branches. two branches in UK and one branch in Fiji. the Bank opened three branches in Fiji. the lending or advancing of money either upon or without security. Maharaja Sayajirao III of Baroda was our founder. the granting and issuing of letters of credit. traveller’s cheques and circular notes. issuing on commission. our Bank was renamed from “The Bank of Baroda Limited” to “Bank of Baroda” The main objective of the Bank. obligations. Following an aggressive expansion policy. following the nationalization of banks. bills of lading. Pursuant to the shift in the core objectives of banking pursuant to nationalization. hundis. A significant development in the sphere of overseas operations was the entry of the Bank in the oil rich Gulf countries in 1974 when two branches were opened in UAE. underwriting and dealing in stock. holding. Post Nationalization On July 19. making. buying. 1 million. a banking company may engage in any one or more of the following forms of business. 1949 (10 of 1949) and may engage in one or more of the other forms of business specified in sub-section (1) of section 6 of that Act. During the period 1953-1969. debenture stock. an innovative model for integrated rural development. with a paid up capital of Rs. bonds. was still essentially a regional bank. Kenya. the drawing. namely— (a) the borrowing. 1969. railway receipts.669 branches thereby ensuring the reach of banking services to remote areas of India. and withdrawable by cheque. Pre Nationalization Upon attaining Independence. During this period. as per the Bank Acquisition Act was to meet progressively. with 48 branches.BANK OF BARODA HISTORY AND CERTAIN CORPORATE MATTERS We were incorporated on July 20. In 1976. Main Objects of the Bank Section 3(5) of the Banking Companies (Acquisition and Transfer of Undertakings) Act. selling. 1897 as “Bank of Baroda Limited”. the Bank launched the “Gram Vikas Kendra” (GVK). In 1953. the Bank had 1. the Bank established the Multi-Service Agency (MSA) model for urban micro credit. Between 1953 and 1958. 30 new offices were opened and pursuant to certain strategic mergers between 1958 to 1965. five branches in Kenya. In 1977. promissory notes. scrips or other forms of securities 116 . the purchasing and selling of bonds. of deposits of money from the public. 1970 states as follows: “Every corresponding new bank shall carry on and transact the business of banking as defined in clause (b) of section 5 of the Banking Regulation Act. we established three branches in Mauritius. coupons. Between 1969 to 1974. the Bank also established Subsidiaries for businesses of credit cards (BOBCARDS). Bank of Baroda. the Bank established its housing finance subsidiary. by 1981. priority sector lending. 1908 under the Baroda Companies Act. the buying. selling and dealing in bullion and specie. funds. and to better serve the needs of the development of the economy and to promote the welfare of the people.” Section 5(b) of the Banking Regulation Act reads as follows: “ ‘banking’ means the accepting. BOB Housing. for the purpose of lending or investment. raising. certificates. the acquiring. the Bank sponsored the first of its 19 Regional Rural Banks thereby seeking to complement its operations in rural heartland. drafts. debentures. in 1991. scrips and other instruments and securities whether transferable or negotiable or not. shares. collecting and dealing in bills of exchange. draft. warrants.

on behalf of constituents or others. developing. guaranteeing. (1) The Bank shall. The terms and conditions on which any such agency business shall be carried on by the corresponding new Bank on behalf of the Reserve Bank shall be such as may be agreed upon. collecting and remitting money. acquiring and undertaking the whole or any part of the business of any person or company. receiving. title or interest in any such property which may form the security or part of the security for any loans or advances or which may be connected with any such security. the receiving of all kinds of bonds. the effecting. establishing and supporting or aiding in the establishment and support of associations.” (c) (d) (e) (f) (g) (h) (i) (j) (k) (l) (m) (n) (o) Section 3 (7) of Chapter II of the Banking Companies (Acquisition and Transfer of Undertakings) Act. any other form of business which the Central Government may. exchanging. construction.section. the acquisition. contracting for public and private loans and negotiating and issuing the same. the providing of safe deposit vaults. act as agent of the Reserve Bank at all places in India where it has a branch for: (a) (b) (2) Paying. debentures. subscribing to or guaranteeing moneys for charitable or benevolent objects or for any exhibition or for any public. managing. trusts and conveniences calculated to benefit employees or ex-employees of the company or the dependents or connections of such persons. participating in managing and carrying out of any issue. mortgaging. undertaking the administration of estates as executor. maintenance and alteration of any building or works necessary or convenient for the purposes of the company. funds. public or private. improving. the collecting and transmitting of money and securities. leasing. 1970 provides for the Bank to act as Agent of RBI. trustee or otherwise. undertaking and executing trusts. acquiring and holding and generally dealing with any property or any right. 117 . stock. but excluding the business of a managing agent or secretary and treasurer of a company. of State. the carrying on of agency business of any description including the clearing and forwarding of goods. by notification in the Official Gazette. the negotiating of loans and advances. bullion and securities on behalf of the Government of India. granting pensions and allowances and making payments towards insurance. underwriting. carrying on and transacting every kind of guarantee and indemnity business. insuring. selling. general or useful object. doing all such other things as are incidental or conducive to the promotion or advancement of the business of the company. selling and realising any property which may come into the possession of the company in satisfaction or part satisfaction of any of its claims. Undertaking and transacting any other business which the Reserve Bank may from time to time entrust to it. scrips or valuables on deposit or for safe custody or otherwise. if so required by the Reserve Bank of India. (b) acting as agents for any Government or local authority or any other person or persons. giving of receipts and discharges and otherwise acting as an attorney on behalf of customers. institutions. specify as a form of business in which it is lawful for a banking company to engage. managing. disposing of or turning into account or otherwise dealing with all or any part of the property and rights of the company. municipal or other loans or of shares. when such business is of a nature enumerated or described in this sub. or debenture stock of any company. corporation or association and the lending of money for the purpose of any such issue.

Changes in Memorandum of Association We do not have any articles or memorandum of association as we are a “corresponding new bank” under the provisions of the Bank Acquisition Act. 8.500 million Commenced operations as a depository. Kenya The Hind Bank merged with us The New Citizen Bank Limited merged with us We acquired the Surat Banking Corporation The Umargaon Peoples’ Bank & Tamilnadu Central Bank merged with us Bank of Baroda launched its credit card operations The Traders Bank Limited merged with us First bond issue of Rs. 3. Key Milestones Date 1908 1910 1919 1953 1958 1962 1963 1964 1984 1988 1995 1996 1999 Event Establishment of the Bank Opened our first branch in the city of Ahmedabad Opened our first branch in Mumbai City First international branch opened at Mombasa. and Bareilly Corporation Bank merged 2000 2001 2002 2004 Appointed Arthur Andersen India Private Limited as risk management consultant for setting up a Comprehensive Risk Management Architecture for the Bank Establishment of a separate Risk Management Department. 2004 for selling its non life insurance products under corporate agency arrangement.000 million Our first public issue of Rs. 2005 Bank’s new logo launched Launched the IT Enabled Business Transformation Program and signed the contract with HP in this regard Multicity cheque facility launched Upgradation to the Bank’s IT framework to ensure consonance to world-class standards rolled out 118 . headed by a General Manager and specialised integrated treasury branch The Benares State Bank Limited merged with us The South Gujarat Local Area Bank merged with us.BANK OF BARODA (4) The corresponding new Bank may transact any business or perform any function entrusted to it under Clause (I) by itself or through any agent approved by the Reserve Bank. Signed MOU with National Insurance Company Limited June 1.

Kolkota for best implementation of Official Language Rating ‘CGR2’ granted by ICRA in relation to the corporate governance practices of the Bank First prize by NABARD for linking maximum number of SHGs under SHG Bank Linkage programme in the states of Gujarat and Rajasthan for the year 2003-04. UK in its July 2005 issue 21 out of the 36 specialized SSI branches have been covered under ISO-9002 certification. the house journal of the Bank received an award from the RBI award under the bilingual journal category First prize from Rashtriya Hindi Academy Roopambara. Second prize by the Government of Tamilnadu for its performance under SHG Bank linkage programme Ranked third by the government of UP State in relation to the Self Help Group Bank Linkage programme 2005 Ranked among the top 500 banks of the world by the magazine “The Banker”.Awards and Recognition Year 2004 Awards And Recognitions Ranked as the best customer centric bank among all the public sector banks operating in India by the magazine Outlook Money in its September 2004 issue Our branches in Kheda District in Gujarat achieved the first rank under Swarnajayanti Gram Swarozgar Yojana (SGSY) Scheme First prize from RBI for implementation of Official Language in “B” region for the year 200304 Khadi and Gram Udhyog Commission awarded second prize for excellent work by Eastern UP Zone of the Bank “BOB MAITRI”. 119 .

Management Committee – NIBM. Mumbai – 400 026. Small Industries Development Bank of India. No. BOB Housing. BOB Botswana and 5. Altamount Road. whichever is 2. 7. 9. Institute of Banking Personnel Selection. Industrial Development the GoI Bank of India Limited. 2008 or until further Company Limited. 2. A. New India Assurance 31. Professional Banker Nationality Age Date of Appointment and Term Other Directorships Indian 57 March 1. BOBCARDS Member: 6. Board of Governors. India. Father’s Name. 2005 for a period of five years thereof or until further orders whichever is earlier 1. 120 .BANK OF BARODA OUR MANAGEMENT The following table sets forth details regarding our Board of Directors as of the date of filing the Red Herring Prospectus with SEBI: Board of Directors Sl. and 4. Address. Moti Bagh. Academy of Human Resources Development. 2002 Director in: Until further orders from 1. India. 2. Off Nepean Sea Road. Centre for Organisational Development. orders. New Delhi 110021. 3. and 3. Mumbai – 400 026. Name. 2005 Director in: Appointed upto March 1. Designation. 3. Anil K. India Additional Secretary (FS). 8. 4. Khandelwal Chairman and Managing Director S/o Dwarka Prasad Khandelwal 11A. Indian Institute of Banking and Finance. BOB Kenya. 1. 3. Indian 57 October 25.C. Hyderabad. Mahajan Executive Director Late Shri Milawa Ram Mahajan 7A. Infrastructure Development Finance Corporation. Suwas. Woodland. Agricultural Finance earlier Corporation Limited. 2. BOB HK. Occupation Dr. Professional Banker Vinod Rai GoI Nominee Director S/o Bholanath Rai C-II/39. ICICI Bank Limited. and 10. MoF Indian 55 Appointed on June 18. BOB Tanzania.

Samket Bungalows. 2005 Director in: Century Manufacturing Company Private Limited Partner in: Manish Mehta & Associates 121 .A Society.L. Aravali. Khandwalla Shareholder Director s/o Navin Khandwalla B-101 Jupiter Towers. NID. November 15. India. and 15. Father’s Name. 11. Eklavya Teachers Training College (Chairperson). Gujarat Gas Limited. Indian 65 November 15. of India. Khandwalla Creativity Foundation Member of Governing Council 8. Chartered Accountant Indian 42 Re-elected by the shareholders for a period of three years w. President of Gujarat Chamber of Commerce and Industry. 13. Gujarat First . 14. and 2. No. Mehta Shareholder Director S/o Prabhulal Mehta 22A. Baroda 390 002. Nizampura. Name. 4. Academy of Human Resource Development. Manesh P. 5. Occupation G. and 7. Management Consultant Nationality Age Date of Appointment and Term January 9. Designation. 122. Opp. India Brand Equity Trust Fund of Govt. 4. 2004 Until further orders from the GoI Other Directorships Indian 59 Nil 5. Bodakdev. Colaba. Grow Talent Limited. Trustee 3. 10. India. Vishranti Park Society. 12. 9. Sharma RBI Nominee Director S/o M. Address. Mumbai 400 005.f.K.Sl. Darshak Itihaaj Nidhi. 6. Peoples Commission on Education. Nathalal Parikh Road. India. Jain Temple Road. MICA. Appointment Board of GOI (MOF) 6. 2005 Re-elected by the shareholders for a period of three years Director in: 1. RBI Official Dr. Ahmedabad 380 054. Shri Ram School. Sharma B-12. Centre for Organisation Development. Trust.e. Dhansatra. Pradip N.

Anil K. whichever is earlier Director in: Lakshmi Precision Screws Ltd Indfund Management Ltd. period of three years or until his successor is nominated.302 017 Chartered Accountant Nationality Age Date of Appointment and Term April 28. Indian 49 Dr. whichever is earlier. He is the Chairman Board of Governors of the Academy of Human Resources Development. Khandelwal is a director on the Boards of New India Assurance Company Limited and Agricultural Finance Corporation of India. Bhaskar Raghunath Phatak A-15. Malony Road. “Vasanth Apartments”. Dr. Khandelwal was the Chairman and Managing Director of Dena Bank from February 2004 to February 2005. 2007 or until his successor has been nominated or until he ceases to be an officer of the Bank. During his career at Bank of Baroda. Chennai – 600 017. Bank of Baroda Masarrat Shahid Part-time Non-Official GoI Nominee Director W/o Dr. IIT. 2005 Appointed for a period of three years or until his successor is nominated. 2005 Up to June 30.Lower Idgah Hills. he also holds a Doctoral Degree in Management.K. Study Groups and Committees of the Government of India. Suraj Diamond & jewellery Ltd Partner in: Anjali Subhash & Associates 10. Shahid Meer Khan House No. Deepak Bhaskar Phatak Shareholder Director Late Dr. T. a premier professional body in the country. Father’s Name. he has also held several important positions. he was the Executive Director of the Bank from 2000 until February 2004. Senior Manager.BANK OF BARODA Sl. 2005 Nil Appointed for a period of three years or until her successor is nominated.the apex training institute of RBI. Name. Balasubramanian Non-Workman Nominee Director S/o K. 11. Krishnamoorthy Flat No. Mumbai. whichever is earlier 9. Malviya Nagar Jaipur. Occupation T. Designation. Indian 50 September 15. has over three decades of banking experience. Prior to this. He has 122 . No. Mumbai . Other Directorships Indian 58 Nil.13. Niamatpura. he is also a member on several Internal Committees. Social Worker Dr. whichever is earlier November 15. He has also been elected for a three -year term to the Managing Committee of National Institute of Bank Management. He is also a Fellow of the Indian Institute of Banking & Finance.2. He is also a Member on the Advisory Council of Bankers Training College.R. India. 7. Dr. Address. RBI and Indian Banks’ Association. 1st Floor. Khandelwal. Dharmendra Bhandari Shareholder Director S/o Rishab Chand Bhandari B-44. HDFC Asset Management Appointed for a Company Ltd. Powai. Indian 57 November 15. 2005 1. India. India Professor Dr. A chemical engineer with an MBA and a degree in Law. Nagar. 8. Chairman & Managing Director of the Bank . before he took over as our Chairman and Managing Director. He is also a member on the Governing Council of Centre for Organisational Development (Hyderabad) as also the Indian Institute of Banking and Finance (IIB&F) and the Institute for Bank Personnel Selection (IBPS). Besides being a whole-time Director of the Bank. Bhopal.

Kanwal Rekhi School of Information Technology. UTISL and IDRBT. He supervised the revision of the Bank’s Manuals of Instructions covering Advances and Foreign Exchange Business.. Joint Secretary.. a MSIA and a Ph. Dr. He holds B.) degree from the Mumbai University. He has authored four books and numerous articles in leading business magazines and is a frequently invited speaker by national level institutions and conventions. Dharmendra Bhandari is a Director representing the shareholders on the Board. Unit Trust of India. He holds a Master’s Degree in Science and DSM and is a member of CAIIB. He was posted as in-charge of Nairobi Branch (1988-1993) and Chief Executive. Government of Kerala (1988-91). IIT. Japan Operations (1999-2002) with the Bank of India. Pune. He has worked as an officer on Special Duty. has been appointed as Executive Director by GOI. Carnegie Mellon University. Mumbai. is the nominee Director representing Government of India and he holds a key position as Additional Secretary (Financial Sector) Ministry of Finance. He is an IAS Officer of 1972 batch. IIT. Ahmedabad.E. Bankers’ Training College of the Reserve Bank of India and several major institutions. G. He joined the Bank of India as probationary officer in 1972 and thereafter handled credit and foreign exchange departments in various positions at different Branches/ Administrative Offices and worked as the head of Bank’s Integrated Treasury. University of Pennsylvania. He has been acted as a consultant and advisor to many organisations on various issue related to Information Technology. RBI and has also been a consultant to the joint parliamentary committee on securities scams. Masarrat Shahid is the nominee Director representing the Government of India.C. Vinod Rai. Balasubramanian is a Director representing non-workmen employees of the Bank. He is a guest faculty of IIM – Ahmedabad and Lucknow. is a management consultant. Secretary. DOS. He holds a post graduate in Economics and a Masters in Public Administration. GOI (1980-85). Government of Tanzania. USA. He has also acted as an IT advisor to State Bank of India.been United Nations Development Programme (UNDP) consultant to Presidential Commission on Banking. He has also been on the boards of the directors of Dena Bank and Bank of Maharashtra. Mahajan. He joined the Bank in 1976 and has held various positions. He is a management consultant. He holds a B. the RBI nominee Director. New India Assurance Company Limited. He has received several Awards in the area of Leadership and Human Resource Development. Dr Deepak Bhaskar Phatak. ISIL. Mehta is a Director representing the shareholders on the Board. Sharma. Dr. an MBA (Wharton School). He served as the first Dean of Resource Development. is a Chair Professor. District Collector. He has also been on the boards of directors of IDBI. (Mason Fellow) Harvard University.K.K.D. T. Manesh P. and M. Government of India New Delhi. At present he is a Senior Manager of a branch. Indian Institute of Management. Government of India (1992-1997) and Principal Secretary. She holds Master in Science and is a social worker. He is a practicing Chartered Accountant and has obtained a Bachelor’s Degree in Commerce and is a Fellow Chartered Accountant. He also served as a director on the Board of Corporation Bank. He has obtained a Master’s Degree in Commerce and is a member of CAIIB (Part-I). He was General Manager (Commercial and Institutional Credit) at Bank of India prior to taking over the assignment in the Bank. a Director representing the shareholders on the Board. He was also in charge of Risk Management and Credit Monitoring. joined the RBI as a probationary officer in 1972 and has worked in various departments of RBI. Rashtriya Chemicals and Fertilisers and Larsen &Toubro. Agriculture. ICA.Com (Hons. 123 . Ministry of Defence. He has held various academic positions and has been the Director. She was nominated on our Board on September 15. He has also been a consulatant to several other financial and industrial organisations including RBI. Trichur (1985-87). A.D. Mumbai from 1995 to 1998. He has served as Deputy Secretary to the Ministry of Commerce.Tech degress and also a Ph. Pradip N. He has been working at IIT. Government of Kerala (1997-01). MDI. He obtained a Bachelor’s Degree in Commerce and is a Chartered Accountant. Khandwalla. NIBM. USA. Mumbai since 1971. a Director representing the shareholders on the Board. 2005. Finance.

Khandelwal was appointed as Chairman and Managing Director of our Bank on March 1.. constituting the committees such as Shareholders’/ Investors’ Grievance committee details of which are provided hereinbelow. The Board has ten Directors. residential accommodation.050 per month as salary plus dearness pay at the rate of 50% of basic pay. leave and leave travel concession.No 9/60/2004 . vide Notification no. 124 . Dr. the BSE and the VSE.9/11/2005-B. Salary and dearness pay: A. GoI. Other Directors receive only sitting fees from the Bank. In accordance with the same. December 31. Corporate Governance We had made a public issue of 100. 2005 by the Department of Economic Affairs (Banking Division). 2005 aggregated to Rs. 5. 2005 for listed entities like our Bank.O.e. as remuneration during his term as the Executive Director of our Bank.K. MoF. officers or employees. conveyance and travelling allowance for travel by air. 2. no amount or benefit has been paid or given within the two preceding years or is intended to be paid or given to any of our officers except the normal remuneration for services rendered as Directors. 6. GoI. 2008 or until further orders. leave and leave travel concession.I after consultation with the RBI under clause (a) of Sub-Section (3) of Section 9 of the Bank Acquisition Act up to March 31. 3. Payment or benefit to officers of our Bank Except as stated in the Red Herring Prospectus. medical benefits and gratuity. the Executive Director is entitled to certain perquisites which include entertainment allowance up to a ceiling of Rs. F. of which two are wholetime Directors.B. the CMD is entitled to certain perquisites which include entertainment allowance up to a ceiling of Rs. 2004.000 per annum. 24.I after consultation with the RBI under clause (a) of Sub-Section (3) of Section 9 of the Bank Acquisition Act for a period of five years from the date of his taking charge of the post or until further orders. As per extant RBI instructions.C. by the required date.12. We have complied with SEBI Guidelines in respect of corporate governance specially with respect to broad basing of board. increment every 12 months. whichever is earlier. as remuneration during his term as the Chairman and Managing Director of our Bank. We shall comply with the requirements of the SEBI circular SEBI/CFD/DIL/CG/1/2004 dated October 29.BANK OF BARODA Remuneration of Directors 1. 6. Anil K. We had entered into listing agreements with the Stock Exchanges and we are in compliance with the provisions of the listing agreements with the Stock Exchanges. conveyance and travelling allowance for travel by air. MoF. provident fund.No. Salary and dearness pay: A. a director of a nationalized bank is entitled to receive a sitting fee of Rs.000 per annum.050 per month as salary plus dearness pay at the rate of 50% of basic pay.000. F. which notifies revised corporate governance guidelines. 2005 by the Department of Economic Affairs (Banking Division).000 per meeting of the board and a sitting fee of Rs. Anil K. residential accommodation.C. 1996 and are currently listed on the NSE. Khandelwal. The Chairman of the Board is a wholetime Director. whichever is earlier. use of an official car. Khandelwal is entitled to receive Rs. increment every 12 months. Other perquisites and benefits: In addition to the above.C.O. Mahajan was appointed as Executive Director of our Bank on June 18. use of an official car. i. A. provident fund. vide Notification No. 2.500. medical benefits and gratuity.500 per meeting of any committee of the board. Chairman and Managing Director: Dr.000 Equity Shares on December 5. Other perquisites and benefits: In addition to the above. 22. sitting fees paid to the Directors for the period ended September 30. Mahajan. Mahajan is entitled to receive Rs. Executive Director: A.

2002. 2005. to expedite the transfer process and to meet SEBI guidelines regarding transfer of shares/ bonds. Anil K. Management Committee The Management Committee was constituted on December 21. The responsibilities of the Audit Committee. Audit Committee.C. Vinod Rai. 1997.K. including powers with regard to credit proposals. Manish P. a committee of executives was constituted and the existing committee of Directors was renamed as the Investors’ Grievance Committee of Directors. At the meeting of the Board held on March 27. as may be delegated to it by the Board. The following committees have been formed to focus on specific areas: Audit Committee The members of the Audit Committee are A. its systems. an ALM and Risk Management Committee. the Committee has met 11 times since its inception. Khandelwal. 2005. Company Secretary has been designated as Compliance Officer. Sharma. As on September 30. 4. we have also constituted a Management Committee. Balasubramanian. Mehta and G. The Board of Directors has not constituted any remuneration committee as the remuneration of Directors is determined by the Government and is guided by the guidelines of the Government in this regard. 3. and T. 6. and Shareholders’/Investors’ Grievance Committee. Mahajan. 125 . which was constituted on May 20. 1994. Other Committees In addition to the Audit Committee and the Shareholders’/Investors’ Grievance Committee. their quality and effectiveness in terms of follow up. a Share Transfer Committee and a Customer Service Committee The details of these committees are provided below. The Shareholder/Investors Grievance Committee comprises of Dr. A. 1995 and exercises the powers of the Board. 2. Dharmendra Bhandari.K. Dr.C. To interact with the statutory auditors before finalisation of annual/semi annual quarterly financial accounts and reports and also follow up on all the issues raised in the Long Form Audit Report or the LFAR. Vinay Shah.Committees of the Board We have constituted the following committees of our Board of Directors for compliance with corporate governance requirements in accordance with listing agreements: 1. Shareholders’/Investors’ Grievance Committee The Committee of Directors for Share Transfer and Investors’ Grievances was constituted on March 19. Providing direction and overseeing the total audit function of the Bank and following up on the statutory/external audit of the Bank and inspections of RBI. To review the internal inspection/audit functions of the Bank viz. and To act as per provisions of the listing agreements with the Stock Exchanges and in line with the guidelines issue by the RBI from time to time. Review of inspection reports of specialised and extra large branches and all the branches with unsatisfactory rating. 2. include the following: 1. the Committee has met 89 times since its inception. Mahajan. Obtaining and reviewing half yearly reports from the compliance officer appointed by the Bank. As on September 30. 5.

Vinod Rai.S. Balasubramanian. Anil K. The Committee comprises Dr. Khandelwal. Loan compromise/write off proposals. shares and debentures of companies including underwriting. Khandwalla. 2005. Khandelwal and T.C. ALM and Risk Management Committee The ALM and Risk Management Committee or ALMC of the Board was constituted in the year 2000 to oversee the establishment of ALM and risk management system in the Bank.. 2005. 2005. A. the Committee met three times since its inception.B. This Committee meets periodically with a view to effect speedy transfer of shares/bonds. Committee on Human Resources Management Our Board constituted a Sub Committee on Human Resources Management on October 31. Mahajan. Mundra. Sharma. Investments in Government and other approved securities. Directors and A. During the fiscal year ended March 31. As on September 30. 2005.N. Customer Service Committee of the Board Customer Service Committee was constituted on January 29.BANK OF BARODA The Management Committee exercises all the powers vested in the Board in respect of: 1. It comprises Dr. Filing of suits/appeals. 6. Proposals relating to acquisition and hiring of premises including deviation from norms for acquisition and hiring of premises. the Committee has met 10 times since April 1. Agarwal and Dr. Anil K. 2003 to provide direction and facilitation in implementation of various HRD strategies and initiatives. 1997 and it comprises Dr. Committee for monitoring High Value Frauds The Committee for monitoring high value fraud was set up on January 30.. Anil K. Seksena and D. Sanctioning of credit proposals (funded and non funded). Mahajan. Donations. Masarrat Shahid and T.C. Mahajan. 2005. the Committee has met three times since its inception. Deputy General Manager. Khandelwal. A. 3. 2005 and comprises Dr.C. external consultants.L.L. 2004 for monitoring and following up fraud cases involving an amount of Rs. Pradip N. the Committee has met 120 times since its inception.K. As on September 30.C. 8. Mahajan. B. The functions of the Committee include suggesting and implementing innovative measures for enhancing the quality of customer services including the level of satisfaction for all categories of clientele of the Bank at all times. 4. Khandelwal. 5. Dr. Pradip N. Anil K.K. Balasubramanian.10. The Committee comprises of Dr. the Chairman. As on September 30. A. the Chairman and A. Khandelwal. Anil K.00 million and above exclusively. 2005. As on September 30. the Committee has met thrice. defending them etc. A. As on September 30. Vinod Rai G. Dharmenra Bhandari. The Management Committee comprises Dr.K. General Managers and S. Parekh. Dr. Dr.K.A. Balsubramanian. Khandwalla and T. Maheshwari. the Committee has met once since its inception. Khandelwal. Mahajan and Manish Mehta. and Any other matter referred to the Management Committee by the Board.C. Proposals for approval of capital and revenue expenditure. Directors and V. 2005. 126 . 2. Anil K. 7. Share Transfer Committee Share Transfer Committee was constituted on March 19.

if any.K.S. Deepak Bhaskar Phatak Dr. Mhatre Ramesh Chander R. 2004 April 27. 1998 December 20. Changes in our Board of Directors during the Last Three Years The changes in our Board of Directors during the last three years are as follows: Name P. 2002 June 10.G. Manohar Rao Ram Sagar Thakur Dr. Anil K. or that may be subscribed for and allotted to them. Dharmendra Bhandari Prem P. The Directors will be interested to the extent of remuneration paid to them for services rendered by them as officers or employees of the Bank. 1999 November 15. 2003 July 30. All our Directors may also be deemed to be interested to the extent of Equity Shares. 2005 January 8. 2005 December 19. 2005 October 10. Sinha Usha Thorat October 5.Shareholding of the Directors Directors nominated under Section 9(3) (a) to (h) of the Bank Acquisition Act are not required by law to hold any qualification shares in our Bank. 2002 Resigned Term expired Term expired 127 . 2001 May 8.N. 2004 January 31. 2004 May 7. Uberai B. payable to them for attending meetings of the Board or a Committee thereof as well as to the extent of other remuneration. out of the present Issue in terms of this Red Herring Prospectus and also to the extent of any dividend payable to them and other distributions in respect of the said Equity Shares.Khandelwal N. Term expired Term expired Retired on superannuation Term expired Expired on April 19. 2001 September 25. 2003 March 19. 2004 February 4. 2005 is set forth below: Directors Dr. 2000 Date of cessation February 28. 2002 November 15.C. the Directors do not have any borrowing powers and all borrowings by the Bank are typically approved by the Board of Directors. 2002 July 31. 2000 February 21. Dena Bank.S. Dharmendra Bhandari No. 2002 (re-elected for a further period of three years) November 15. Gulve Patil Piyush Goyal Dr. 2004 January 22. of Equity Shares held 100 100 100 600 Interests of Directors All Directors of the Bank may be deemed to be interested to the extent of fees. Shenoy G. 2000 August 11. 2005 Reasons Retired on superannuation Term expired Term expired Resigned Appointed as Chairman and Managing Director. M. Mehta Dr. if any. 2002 November 16. Khandwalla Manesh P. Pradip N. 2002 October 30. 2003 November 15. 2002 November 15. 1999 November 16. 2001 June 11.J. 2003 August 2. Borrowing Powers of Directors Under our Constitutional Documents. Pareek Date of Appointment September 11. Trivedi Anand Sinha Dr. 2002 November 16. 2001 May 8. already held by them or their relatives in the Bank. 2003 Term completed Term completed Term completed Amritlal Sanghvi U. The list of Directors holding Equity Shares and the number of Equity Shares held by each of them as of September 30. reimbursement of expenses payable to them under our Constitutional Documents and notifications by RBI affixing their remuneration.

2005 for a further period of three years) Appointed by shareholders (Reelected on November 15. 2005 June 18. Mahajan Vinod Rai G. 2004 March 1. Appointed by shareholders. Ramakrishnan Dr. Balasubramanian Masarrat Shahid Dr.C. 2005 October 25. Pradip N.K Sharma Dr. 2005 November 16. 2005 for a further period of three years) Appointed as non-workman employee Director Appointed by Government of India Appointed by shareholders. 2004 November 15. 2005 September 25. Khandwalla Date of Appointment August 27. Appointed as Chairman and Managing Director Appointed as Executive Director Nominated by the GoI Nominated by the RBI Appointed by shareholders (Reelected on November 15. 2002 January 9.BANK OF BARODA Name K. 2002 Date of cessation June 8. 2005 (re elected) T.K. Dharmendra Bhandari April 28. 2005 November 16.Khandelwal A. Andhra Bank. Deepak Bhaskar Phatak Dr. 2005 (re elected) Reasons Appointed as Chairman and Managing Director. Anil K. 2004 November 16. Mehta July 29. Manesh P. 2005 - [This portion has been intentionally left blank] 128 . 2005 November 15.

Organizational Structure of the Bank Board of Directors Chairman & Managing Director (Holding/Parent Company Bank of Baroda) Executive Director (Holding/Parent Company Bank of Baroda) Board Corporate Centre. Baroda Domestic Operations International Options Domestic Branch Banking Indian Subsidiaries Domestic Foreign Business Overseas Branch Banking Overseas Subsidiaries 129 . Mumbai Head Office.

joined us on April 15. 1966. Presently he is in-charge of the Operations and Services and Corporate Accounts. He is also member of CAIIB. Presently he is in-charge of Retail Banking. joined us on July 19. 1973. 1967. D. 1971. 1972. He has been working with us for 38 years. and Diploma in Finance Management and is a member of the CAIIB . T. 1971. aged 58 years. M. He is a postgraduate in Science (Agri. He is a member of the Institute of Chartered Accountants of India and CAIIB. UK.A. 2003. Presently he is in-charge of Credit Operations. General Manager. Chandar. General Manager. 1971. He has a Bachelor’s Degree in Arts (Hons) and Law. R. joined us on January 22. He is member of the Institute of Chartered Accountants of India and CAIIB. B. Krishnan. K. He is postgraduate in Commerce and an M. aged 58 years. Chakraborti. Product Development and Official Language. He has been working with us for 27 years. He has been working with us for 34 years. He has been working with us for 32 years. aged 58 years. He has also undergone a certificate course in software engineering from Open University. Seksena. aged 57 years. V. K. Samant. aged 58 years. General Manager. Associate Banks and Subsidiaries and IBO. Presently he is territorial head of New York operations. 1971. Presently he is Zonal Head of our Greater Mumbai Zone.HD. He has a Master’s Degree in Commerce and CAIIB. General Manager. He is member of the Institute of Chartered Accountants of India. Presently he is in-charge of department of Estate Management. A. 1970. joined us on March 6. Presently he is in-charge of the departments of Planning.BANK OF BARODA Key Managerial Personnel of our Bank V. L. Priority Sector and RRBs. General Manager. Garg. General Manager. B. He is a postgraduate in Industrial Engineering. He has been working with us for 34 years. joined us on February 1. Presently he is in-charge of the Department of Agriculture. He has been working with us for 33 years. aged 52 years. He is a member of the Institute of Chartered Accountants of India. Dr. B. General Manager. Presently he is in-charge of the department of Human Resources Management and General Administration. He has a Bachelor’s Degree in Commerce. Presently he is in-charge of the Treasury and International Operations. G. He has a Bachelor’s Degree in Commerce. He has 38 years experience with us. General Manager. He has been working with us for 33 years. Presently he is territorial head of UK Operations. General Manager. A. He has a Bachelor’s Degree in Commerce. Hegde. K. joined us on October 1. joined us on January 1. joined us on July 14. Presently he is in-charge of the Department of Inspection and Audit. He has been working with us for 38 years. He has a Bachelor’s Degree in Science and Law and postgraduate diploma in Personnel Management and Industrial Relations. He is also a member of CAIIB. General Manager. joined us on November 1. joined us on February 1. Bansal. General Manager. aged 54 years. General Manager (CVO). V. 1971. Santhanam. joined us on July 24. aged 56 years. General Manager. aged 56 years.B. B. 1977. He has a Bachelor’s Degree in Commerce and CAIIB. Baria. Lakshminarayanan. Presently he is territorial head of UAE and Oman Operations (Dubai).) and Economics and P. Suresh Mehta. Prabhakar. He is also member of CAIIB. He has a Bachelor’s Degree in Commerce and Law. London. He has a Bachelor’s Degree in Commerce. J. joined us on August 10. He also has a Bachelor’s Degree in Law. aged 58 years. joined us on January 27. He has been working with us for 33 years. joined us on November 11. J. Presently he is in-charge of Project Office and Information and Technology. aged 59 years. R. S. B. He has a Bachelor’s Degree in Science and Diploma in Training and Development and Post Graduate Diploma in Computer Programming. He has been working with us for 34 years. K. P. He has a Master’s Degree in Arts and CAIIB. Agarwal. Mumbai. K. joined us on October 11. 1972. 1972. Presently he is in-charge of department of Vigilance. V. aged 58 years. He is member of CAIIB. He has been working with us for 33 years. He has been working with us for two years. aged 56 years. He has a Bachelor’s Degree in Agriculture and CAIIB. P. He has been working with us for 34 years. T. 130 . Parulkar. aged 57 years. General Manager. aged 57 years. General Manager. 1967. He has 35 years experience with us.

joined us on January 8.Joshi D. Chennai. Verma. He is a postgraduate in Arts and is a member of CAIIB. D. J. He has been working with us for 27 years. the annual scale of pay of the general managers of the Bank ranges between Rs. Presently he is in-charge of the Department of Recovery. He is also member of AIIB. General Manager. Credit Monitoring. Presently he is in-charge of department of Risk Management. 1967.V. He has been working with us for 32 years. General Manager. joined us on May 1. aged 58 years. P. aged 57 years. He has a Bachelor’s Degree in Law and post graduate in commerce.700 300 500 200 700 1. Kolkata. New Delhi. Parekh. He has been working with us for 33 years.D. M. none of our Key Managerial Personnel hold Equity Shares in the Bank: Name V. He has been working with us for 27 years. General Manager. 391.D. 1978.A. aged 56 years. joined us on February 26. Presently he is Zonal Head of Eastern Zone. as Chairman and Chief Executive Officer. aged 54 years.K. General Manager. aged 54 years. Maheshwari. He has a Bachelor’s Degree in Science and completed CAIIB -I. With effect from November 11. He is also member of CAIIB. S. Shareholding of the Key Managerial Personnel Except as disclosed below.S.200. G. Kalia Number of Equity Shares held 400 100 500 1. 2002. aged 58 years. He is member of the Institute of Chartered Accountants of India. General Manager. Dr V. 1978. Note: All the Key Managerial Personnel of the Bank as listed above are the permanent employees of the Bank as on the date of filing of this Red Herring Prospectus. He has a Master’s Degree in Science and CAIIB. Prabhakar V. 1969. K. Presently he is Zonal Head of our South Zone.G. Vaidyanathan. Santhanam R. He has also undergone Certificate Course in Computerised banking Application from APTECH. General Manager. S. 1969. M. 1969.Maheshwari S. Chandar T. Presently he is in-charge of our subsidiary NBL. Kalia. G. He has been working with us for 37 years. He has been working with the Bank for over 35 years. He has a Bachelor’s Degree in Commerce and CAIIB. He has been working with us 36 years.080 and Rs.C. joined us on March 7. Presently he is in-charge of the Department of Credit Approval. He has a Bachelor’s Degree in Science and Law and CAIIB. Agarwal.100 131 . Presently he is Zonal Head of our Northen Zone. S. aged 56 years. General Manager. Indo Zambia Bank Limited. He has a Bachelor’s Degree in Commerce and Law. C. He has a Master’s Degree in Commerce and CAIIB and AIB London. Legal and Ascrom. Joshi. Presently he is Managing Director. 1973. joined us on June 26. Garg J. Gadgil. He has a Master’s Degree in Arts and a Ph. A. aged 59 years. K. Asit Pal. joined us on October 16. He has been working with the Bank for 36 years. aged 57 years. joined us on October 1.D. 1969. General Manager. D. 1972. joined us on January 3. Lakshminarayanan B. Hegde G. General Manager. Presently he is in-charge of Credit Operations. 352. joined us on March 15. He has been working with the Bank for 36 years.

V. 15.B. Krishnan B. 1 2004 August 23. 2004 August 27. Baria R. Shukla N. 2005 - Reported to parent bank – SBI Appointed as Managing Director– SIDBI Appointed as executive director of Vijaya Bank Appointed as executive director of the Bank of India Appointed as executive director of the Punjab National Bank Retired – VRS Promoted Promoted Promoted Promoted Promoted Promoted Promoted Promoted Promoted Promoted Promoted Promoted Promoted Promoted Promoted Promoted Promoted Promoted Promoted Promoted Promoted Promoted Promoted Promoted 132 . 2002 June 26. 14. 2002 August 18. 1997 December 27. 2004 February 5. Parekh S. 2005 July 14. 2005 January 1. 1999 June 1. Lakshminarayanan Dr. 11. 9.C. 2004 August 27. 1999 December 27. 2005 August 2. 2005 June 1.K. 16. 2003 January 22. 2004 August 1.K. 2003 March 7.J. Joshi Asit Pal Dr. K.P. Bhalchandran Dr. 2003 February 5. Balasubramanian P. No.A. Name Date of becoming key managerial personnel January 18. 6. 26. Bansal D D Maheshwari S. 19. 2005 June 1. Parulkar T. 2000 April 10. 4. 2003 August 18. 32.BANK OF BARODA Changes in our key managerial personnel during the last three years The changes in the key managerial personnel in the last three years are as follows: Sr. 2005 July 1. Hegde D. 27.P. 30.K.Garg J. 2003 February 1. Kalia M.K. Santhanam K. 1999 April 10.K. 7. 5.C. Vaidyanathan R. V. 22. 8. Chander B. Chandrashekhar V. 2003 August 18. Agarwal S. 24.G. Saksena V. 31. K. 2003 August 18. Sethi M. 10. 17.G. 2004 January 1. 3. 20. 18. 21.L. 2003 August 18. Suresh Mehta V.D. 13. Agrawal M. 2004 March. Gadgil G. 2005 Date of cessation Reason for change D. 2003 August 18.M. 2003 August 18.B. Prabhakar T. 29. 2005 May 7.A. 23. Chakrabarty V. 2003 December 27. 2003 May 7. 25. 2002 April 10. 28.S. Verma January 18. Chakraborty A. Samant B.P. 12.A.

70 106. Dinesh A. We have 12 Subsidiaries of which seven are overseas Subsidiaries situated in UK. it commenced business of providing loans for housing activities in February 1991. Chakrabati. a joint venture. BOB Caps also offers constituent SGL account facility. business valuation.000.45 137. Guyana. 2004 1. With headquarters at Jaipur.49 314. R. BOB Caps also undertakes advisory services on securitisation and structuring of debts. Venkatesan.20 Year ended March 31. acting through the MoF. corporate restructuring. Uganda.28 (193.OUR PROMOTER. Our Subsidiaries BOB Capital Markets Limited BOB Capital Markets Limited is a wholly owned subsidiary of Bank of Baroda. 2005 1. in million) Particulars Year ended March 31.98 102.40) Capital Reserves & Surplus Total Income Total Expenditures Profit After Tax (PAT) Book value per share (Rs. which holds 66.63 (96. Parekh and B.81% of the fully diluted post Issue paid up equity share capital of our Bank.) BOB Housing Finance Limited BOB Housing Finance Limited was originally incorporated on December 28. Hong Kong. 133 .06) 96. Tanzania and Botswana and 20 Associates.85 92.17 113.) Earning per Share (Rs. BOB Caps offers a wide spectrum of financial services that includes initial public offerings. SUBSIDIARIES AND ASSOCIATES Promoter Our Promoter is the President of India. P.96) 104. mergers and acquisitions. 1993. project appraisal and loan syndication.000.00 64. It was incorporated on March 11. GoI. The audited financial position of BOB Caps for the last three financial years is as under: (Rs. Parekh (Managing Director). 1996.000.30 Year ended March 31.00 41. Kanu Doshi.16 (19. private placement of debt. which includes 17 RRBs and UTI Asset Management Company Private Limited. Subsequently the name was changed to “BOB Housing Finance Limited” on November 3. The shareholding pattern of BOB Caps as of March 31. BOB Caps is a SEBI registered Category-I Investment Banker as well as a Primary Dealer licensed by the RBI.02 9.00 20. 2003 1.19 278. Kenya.44 11. Manubhai K.83% of the pre-Issue paid up equity share capital of our Bank and will hold at least 53. Mayya (Chairman). R.69 96. 1990 in association with National Housing Bank under the name “Akshay Avas Nirman Vitta Limited”. UTI Trustee Company Private Limited and the Indo-Zambia Bank Limited. 2005 is as under: Shareholder Bank of Baroda Shareholding (in Percentage) 100 The board of directors of BOB Caps comprises M.

the credit card business of the Bank was transferred to BOBCARDS. Baria. C. Prof. G.17 228. Harish N. 2005 150.29 42. The shareholding pattern of the company as of March 31.16 224.13 Year ended March 31.35 691. A.38 45.28 17. BOBCARDS has considerable brand recognition and has arrangements with Master Card International and VISA International.BANK OF BARODA The shareholding pattern of the company as of March 31.11 32. Motiwalla.00 530.26 Year ended March 31.74 Capital Reserves & Surplus Total Income Total Expenditures Profit After Tax (PAT) Book value per share (Rs.67 462. P. 2005 is as under: Shareholder Bank of Baroda Shareholding (in Percentage) 100 The board of the company comprises Dr.00 469. P. Garg (Managing Director). 2004 150.K. Garg.48 14.K. After incorporation of BOBCARDS. The audited financial position of the company for the last three financial years is as under: (Rs.00 94. Bank of Baroda established a wholly owned subsidiary.00 409.67 93.44 41. Bank of Baroda had introduced its first charged card named “BOBCARD” in the year 1984.09 2. and Shailesh Hari Bhakti. The board of directors of the company comprises A. 2003 150.89% in BOB Housing.40 384.39 86. 2005 is as under: Shareholder Bank of Baroda National Housing Bank Shareholding (in Percentage) 67.) .90 Year ended March 31. in million) Particulars Year ended March 31.31 316. B.02 2. 1994 to cater to the need of rapidly growing credit card industry in a focussed manner.28 73.56 41. Khandelwal (Chairman). Reddy. K.26 Capital Reserves & Surplus Total Income Total Expenditures Profit After Tax (PAT) Book value per share (Rs.00 602.64 16.09 45.07 134 Year ended March 31. in million) Particulars Year ended March 31.80 482.S Joshi.) BOBCARDS Limited Looking at the needs of credit card and to have more customer centric operations. S. Lauria.94 37.00 141.27 4.00 120. BOBCARDS Limited on September 20.89 The Bank has been in discussions with the National Housing Bank to buy-out their shareholding aggregating to 32.90 568.73 2. 2003 200.) Earning per Share (Rs. R.68 327. G.) Earning per Share (Rs. Ramesh Mansukhani. . 2005 200. The audited financial position of the company for the last three financial years is as under: (Rs.99 344. Managing Director. Rakesh Bhalla and P.90 509. N. Atul Tandan.38 5. 2004 200.29 6. Mahajan (Chairman).

2003 200. C. Bhutani. in million) Year ended March 31.68 0.18 7. Abhyankar and J. 2005 150.54 709.56 Capital Reserves & Surplus Deposits Advances Total Income Total Expenditures Profit After Tax (PAT) Book value per share (Rs. 2003 150.00 62. 1992.49 13.L.39 0. 2004 200. The shareholding pattern of the bank as of March 31. B.78 721.15 122. P.588. It acts as the investment manager to the BOB Mutual Fund.39 43.82 36.21 2.00 425. 2005 is as under: Shareholder Shareholding (in Percentage) Bank of Baroda Others 97.BOB Asset Management Company Limited BOB AMC is a wholly owned subsidiary of Bank of Baroda incorporated under the provisions of Companies Act.05 135 Year ended March 31. Khurana (Managing Director).00 73.K. K.13 Year ended March 31. Garg (Chairman and CEO).96 5. 2004 150. P.55 21.51 9.28 The board of the bank comprises A.34 49.07 2. Seksena.355.) Earning per Share (Rs. Dr. Kashyap V. 2005 is as under: Shareholder Shareholding (in Percentage) Bank of Baroda 100 The board of the company comprises R.723. Merchant.62 29. 2005 200.00 67. N. Chandar.13 0.33 113. NBL. S. V. L.03 14. Mahesh Lal Shah.22 (Rs.70 3. Pandey. since then. D.12 1.27 7.01 20. Bhagirat B.16 Year ended March 31.15 831. The audited financial position of the company for the last three financial years is as under: Particulars Year ended March 31. N.58 13. Sharadchandra D.09 829.K.332.) Earning per Share (Rs.) .66 716.687.86 33. has been as an associate Bank of Bank of Baroda. Kumar (Chairman).57 75.) The Nainital Bank Limited NBL was promoted in the year 1922 by veteran freedom fighter Late Bharat Ratna Pandit Govind Ballabh Pant and others.632.43 8. Maheshwari. R.72 2. 1956 on November 5. The shareholding pattern of the company as of March 31.29 Capital Reserves & Surplus Total Income Total Expenditures Profit After Tax (PAT) Book value per share (Rs.00 609.08 5. In 1973. Pandey and M. Vachharajani.42 4.76 13. The audited financial position of the bank for the last three financial years is as under: (Rs.00 522. D.26 18.38 645. RBI directed that Bank of Baroda should manage the affairs of NBL. Kapoor. D.55 6. in million) Particulars Year ended March 31.

Baroda Capital Markets (Uganda) Limited 136 . K.) Earnings per share (Rs.13 423.06 246.40 252. Raval.N. Magezi. K. 2005 is as under: Shareholder Bank of Baroda Local shareholders Shareholding (in Percentage) 80 20 Year ended December 31. R. The shareholding pattern of the said company as of March 31.F.40 132.86) 18.86 6. 2002 103.K.L. Rajappa.62 (2. M. F. Bank of Baroda (Uganda) Limited BOB Uganda was incorporated on November 1.86) 41.45 2.32 Year ended December 31. 212) in Tanzania.35 -ve The board of the company comprises K.74 453. the wholly owned Subsidiary of Bank of Baroda was incorporated on December 4. Kanyike. A. Manvi.10 7.K. and S.) (1) Figures derived from the consolidated financial statement of Bank of Baroda (Uganda) Limited and its subsidiary. 2004 100. The audited financial position of the company for the last three financial years is as under: (Rs.68 Equity Share Capital Reserves & Surplus Total Income Total Expenditures Profit after tax Book value per share (Rs. It carries out the activity of banking. Agarwal. (Managing Director). in million) Particulars(1) Year ended December 31.B.) * The company was incorporated in December 2003.79 299. 2005 is as under: Shareholder Bank of Baroda Shareholding (in Percentage) 100 The board of the company comprises V. in million) Particulars Equity Share Capital Reserves & Surplus Total Income Total Expenditures Profit after tax Book value per share (Rs. Seth.K. Mahajan.19 92. 2003 93. Garg.81 21.30 Year ended December 31. G. Joseph R. V.89 244. It carried out banking activity.44 462.86 3.91 147.59 399. 2004* 271. 2003 under Companies Ordinance (Cap. Luhanga and M. Shukla (Managing Director).67 (2.BANK OF BARODA Bank of Baroda (Tanzania) Limited BOB Tanzania. 1969. Sheth. K.00 260.09 11.05 3.C.K.) Earnings per share (Rs. The audited financial position of the company for the last three financial years is as under: (Rs. The shareholding pattern of the said company as of March 31.

F. As the public offer constituted an offer for sale by the Bank.92 16. V.48 19. 2004 371. Ram Jass yadav.) Earnings per share (Rs. 2000 and commenced business with effect from March 26. 2005 is as under: Shareholder Bank of Baroda Local shareholders Shareholding (in Percentage) 86. A. S.48 308. S.T. The shareholding pattern of the said company as of March 31.82 234.P.Bandhokar.30 The board of the company comprises K.55 16.94 398. Baroda Capital Markets (Uganda) Limited BOB Capital Markets (Uganda) is a subsidiary of Bank of Baroda (Uganda) Ltd.45 14.65 1.22 65. 2002 193. F. in Million) Particulars Year ended December 31. Prof. The company has been licensed by Capital Markets Authority (CMA) to provide brokerage and investment advisory services.C.28 Year ended December 31.28 58. It carries out the activity of banking.K.K. It carries out the activity of banking. It was incorporated on 23rd April. The shareholding pattern of the said company as of March 31.45 113. Chaudhari and Dr. Bank of Baroda (Kenya) Limited BOB Kenya was incorporated on January 12. Milan R. Performance BOB Uganda undertook a public offer for 20% of its equity shares in Sepetmeber 2002 to comply with the obligations under the agreement signed with the Government of Uganda wherein it was undertaken that the Bank shall divest at least 20% of its holding in BOB Uganda to broaden the ownership of BOB Uganda and develop the local capital markets. S. N.92 415. 1992. and K.77 Year ended December 31. The shareholding pattern of the said company as of March 31. Mahajan. R.10 97.34 173. there were no promises made in relation to the use of proceeds from such public offer.Promise vs.08 299. The audited financial position of the company for the last three financial years is as under: (Rs. 1997. 2001. Shah. Sowrirajan.Poojari.18 342.70 13. 2005 is as under: Shareholder Bank of Baroda Shareholding (in Percentage) 100 137 .44 Equity Share Capital Reserves & Surplus Total Income Total Expenditure Profit after tax Book value per share (Rs.) Bank of Baroda (Botswana) Limited BOB Botswana was incorporated on August 17. 2005 is as under: Shareholder Bank of Baroda (Uganda) Ltd Shareholding (in Percentage) 100 The board of the company comprises K.53 3.94 1. Shukla. Rajappa. Shukla (Chairman). 2003 395. Ojany. Manvi (Managing Director).

96 40.95 0.31 35.70 Equity Share Capital Reserves & Surplus Total Income Total Expenditures Profit after tax Book value per share (Rs.K. Khandelwal (Chairman).86 11. Setia (Managing Director).43 36.27 2.80 Year ended March 31. B. It carries out the activity of banking.339. 2004 1. 2005 is as under: Shareholder Bank of Baroda Shareholding (in Percentage) 100 The board of the company comprises Dr.92 9.63 Year ended March 31.96 1.)* Earnings per share (Rs. The audited financial position of the company for the last three financial years is as under: (Rs. A.86 117. N. Bhalerao.39) 147.60 1. and Ditlhogo N Mokgethi. The shareholding pattern of the said company as of March 31. Kalia. It carries out the activity of banking.377.40 53.94 Year ended March 31. Dr.35 41. in million) Particulars Year ended March 31.09 1.20 14. 2004 185. 2005 1233.N.) Earnings per share (Rs.865.$1.000 each Bank of Baroda (Guyana) Limited BOB Guyana was incorporated on May 25.24) 137.149.60 Year ended March 31.27 79. S.S.K. 1980.C.72 11.84 64.77 172.83 41. Bajaj and Darayus Engineer.465.31 (300.)* * Face value of U. 2003 1.05 38.01 Equity Share Capital Reserves & Surplus Total Income Total Expenditures Profit after tax Book value per share (Rs. The audited financial position of the company for the last three financial years is as under: (Rs. in million) Particulars Year ended March 31.464. 1999.95 32.00 95.06 1. 2005 190.BANK OF BARODA The board of the company comprises R. 2003 184.21 14.83 (194. Khandelwal.05 (235.80 207.58 67.834.32 277. G V Seshadri.82 98.34 36. The shareholding pattern of the said company as of March 31.) Bank of Baroda (Hong Kong) Limited BOB HK was incorporated on June 3. Ashok Gupta. A.R.55 74. 2005 is as under: Shareholder Bank of Baroda Shareholding (in Percentage) 100 138 .S.233.05) 172.

A.00 80.)* Earnings per share (Rs.68 36.00 0. B. 2005 70.K.75 0. R.K.00 0.00 0.66 44. 2005 is as under: Shareholder Bank of Baroda Shareholding (in Percentage) 100 The board of the company comprises B. 139 .00 75. 2004 0.85 26.)* * As per the auditor’s report to the members of BOB UK for the aforesaid financial years. 2004 71.25 Year ended March 31. Shah.00 82. G.17 0.50 8.82 0.19 4.The board of the company comprises A.00 0.22 3.00 Year ended March 31.V.00 0.47 34.85 0. Savant. Sharma (Managing Director). in million) Particulars Year ended March 31. Prabhakar (Chairman). However. The shareholding pattern of the said company as of March 31. Inamdar and Mayur J.07 Equity Share Capital Reserves & Surplus Total Income Total Expenditure Profit after tax Book value per share (Rs. Sheshadri and Jagdish Sareen.D.00 0.K.45 56. 2003 79. The audited financial position of the company for the last three financial years is as under: (Rs.19 Year ended March 31.93 21.)* Bank of Baroda (UK) Limited BOB UK was incorporated on February 12.16 56.00 0. The principal activity of the company is to carry out the business of investment.03 6.01 0. the company did not trade during the preceding five years.00 0. the board of directors of BOB UK considered it unnecessary to present a Profit and Loss account as a part of these financial statements on the grounds that BOB UK was dormant during the relevant periods and there were no recognized gains or losses by it during the aforementioned periods. S.00 0. Vig. D.48 2.)* Earnings per share (Rs. in million) Particulars Year ended March 31. 1965. 2003 0.94 40.85 2. V.80 0. 2005 0. Parulkar (Chairman).00 Year ended March 31.28 47.00 Equity Share Capital Reserves & Surplus Total Income Profit after tax Book value per share (Rs. The audited financial position of the company for the last three financial years is as under: (Rs.

92 Equity Share Capital Reserves & Surplus Total Income Profit after tax Book value per share (Rs. It carries out banking activities.23 63. The shareholding of the company as of March 31.)* UTI Asset Management Company Private Limited UTI Asset Management Company Private Limited was incorporated on November 14. and Dr. H. The company is registered with the SEBI as an asset management company and manages the schemes of the UTI Mutual Fund. The directors of the company are R. 2004 46. Sinha.62 152. The audited financial position of the company for the last three financial years is as under: (Rs. P.71 135.55 193.74 Year ended March 31. U. 2005 46.BANK OF BARODA Our Associates Indo Zambia Bank Limited Indo Zambia Bank Limited was incorporated on October 19.29 504.S. P.09 572.89 Year ended March 31. The shareholding pattern of the said company as of March 31. in million) Particulars Year ended March 31. Bhojani. Mathur. Agarwal (Managing Director) and B.62 89. Chakrabarty.K.61 160. 2002. 140 .)* Earnings per share (Rs.05 215.04 665. Vinayshil Gautam. 2003 33.61 38. 2005 is as under: Shareholder Bank of Baroda Bank of India Central Bank of India The Government of the Republic of Zambia (GRZ) Shareholding (in Percentage) 20 20 20 40 The board of the company comprises S.H. S. 2005 is: Shareholder State Bank of India (through itself or nominees) Bank of Baroda (through itself or nominees) Life Insurance Corporation of India (through itself or nominees) Punjab National Bank (through itself or nominees) Shareholding (in Percentage) 25 25 25 25 The aforementioned shares of UTI Asset Management Company held by the Bank were not fully paid up and the GoI has recently directed the aforementioned shareholders of UTI Asset Management Company to make payment towards the acquisition of the same. J. 1984.54 715.00 632. Patil.32 17.79 620.

Pritam Singh (Associate Director). 141 .40 124.40 3. UTI Trustee Company Private Limited UTI Trustee Company Private Limited was incorporated on November 14.29 Year ended March 31. 2003* N.057 0.197.029 10.249. 2002 to March 31.) * The first financials on the company were prepared from November 14. N. Regional Rural Banks In accordance with the Regional Rural Banks Act.84 3. The company is registered as a trustee company and is the trustee for the UTI Mutual Fund.A N.. 35% by the Bank. 2003* N.40 1.801. The Regional Rural Banks Act.053 0.A.94 134.A N. 2005 1 0. 1976 providing for the incorporation.A. The shareholding of the company as of March 31. 2002. N.29 0.249. Uttar Pradesh.The audited financial position of the company for the last three financial years is as under: (Rs. N. 2005 is: Shareholder State Bank of India (through itself or nominees) Bank of Baroda (through itself or nominees) Life Insurance Corporation of India (through itself or nominees) Punjab National Bank (through itself or nominees) Shareholding (in Percentage) 25 25 25 25 The directors are C.A. 2004 1 0.A N.A. 1976 stipulates the limit of paid-up capital of a regional rural bank and further stipulates that 50% of such capital would be contributed by the GoI.019 10.A N.A N.) Earning per Share (Rs. Agarwal and Dr. The audited financial position of the company for the last three financial years is as under: (Rs.273.193 branches spread over 40 districts in five states of India. and 15% by the relevant State Government.94 Year ended March 31. Rajasthan.016 0.44 237.A Year ended March 31. D. Madhya Pradesh and Uttaranchal.47 0. in million) Particulars Year ended March 31. M. with a view to provide banking services in rural areas in pursuance of GoI policies.08 1.029 0. the Bank has sponsored 17 RRBs with a network of 1. regulation and functioning of Regional Rural Banks and with the view to develop the rural economy. Ramachandran.) * The first financials of the company were prepared from November 14. 2004.047 0.) Net asset value per share (Rs. I. Kanta Ahuja. N.e. Year ended March 31.A. N.024.45 102. 2002 to March 31.A. 2004 100 1. 2005 100 2. Radhakrishnan. Dr.19 Capital Reserves & Surplus Total Income Total Expenditures Profit After Tax (PAT) Book value per share (Rs. i. 2004.A. P. Gujarat. N. in million) Particulars Year ended March 31.012 0.38 Equity Share Capital Reserves & Surplus Total Income Profit after tax Earnings per share (Rs.

932.The operational area of the Raebareli Kshetriya Gramin Bank is the district of Raebareli in Uttar Pradesh and it has 69 branches. (8) Bareilly Kshetriya Gramin Bank.76 256.058.26 2.450. (10) Nainital Almora Kshetriya Gramin Bank. in Million) Particulars Year ended March 31. (4) Kanpur Kshetriya Gramin Bank. One Director nominated by NABARD. Adalja Sanjiv Dayal V. One Director nominated by RBI.669.37 298.57 Year ended March 31.60 1.40 100. 1976: 1.43 325.224.69 273. (2) Sultanpur Kshetriya Gramin Bank.) .48 47.05 319. 5. Two Directors nominated by GoI. 6. (15) Dungarpur Banswara Kshetriya Gramin Bank. 2004 10. (9) Shahjahanpur Kshetriya Gramin Bank.58 3. Andhare Bihari Swaroop P.73 287. Raebareli Kshetriya Gramin Bank Raebareli Kshetriya Gramin Bank was established on March 29. (6) Fatehpur Kshetriya Gramin Bank.40 123. The RRBs sponsored by us are: (1) Raebareli Kshetriya Gramin Bank.36 295. 2.00 3. (11) Marudhar Kshetriya Gramin Bank. (3) Allahabad Kshetriya Gramin Bank.06 25.94 341. (7) Faizabad Kshetriya Gramin Bank.00 133. (5) Pratapgarh Kshetriya Gramin Bank.00 133.BANK OF BARODA Each of the RRBs is governed independently by a Board of Directors comprising of the following directors appointed in accordance with the Regional Rural Banks Act.P. and Two Directors nominated by the Sponsor Bank.75 578. 2005 is as follows: Name J. Chairman.K. Two Directors nominated by the relevant State Government. Pandey Debesh Roy Girish Narain Pandey Buddhi Lal Pasi Designation Chairman Director Director Director Director Director Director Director Director The audited financial position of Raebareli Kshetriya Gramin Bank for the last three financial years is as under: (Rs.96 2.D. 4. and (17) Jhabua Dhar Kshetriya Gramin Bank.14 32. 3.) Earning per Share (Rs.R.00 128. 2005 10.38 764.03 462.95 142 Year ended March 31.32 Capital Share Capital Deposits Account Reserves & Surplus Deposits Advances Total Income Total Expenditures Profit After Tax (PAT) Net Asset Value/ Book value per share (Rs. 2003 10. (16) Baroda Gujarat Gramin Bank. (13) Bundi Chittorgarh Kshetriya Gramin Bank. The Board of Directors of Raebareli Kshetriya Gramin Bank as of March 31.63 2. Kathuria D.864. (14) Bhilwara Ajmer Kshetriya Gramin Bank.08 1.434. (12) Aravali Kshetriya Gramin Bank. 1976 with its head office at Raebareli.10 46.

59 426.K.) Earning per Share (Rs.05 2. Ismail Sangam Lal Kesarwani Shail Tanaya Srivastava Ajai Trivedi N.64 1. 1980 with its head office at Allahabad.370.H.26 5. A. Mishra Sanjeev Dayal Pankaj Das Dr.617.Sultanpur Kshetriya Gramin Bank Sultanpur Kshetriya Gramin Bank was established on February 8.447. 2005 10.272.08 428. Ram Bahadur Singh Dr.54 1.541. The Board of Directors of Sultanpur Kshetriya Gramin Bank as of March 31.98 77. 2005 is as follows: Name D.59 1. K. The operational area of Allahabad Kshetriya Gramin Bank comprises the districts of Allahabad and Kaushambi in Uttar Pradesh and it has 91 branches. Pradhan Mohd.00 73.13 4.36 Year ended March 31.26 431. in million) Particulars Year ended March 31. 2003 10.22 462.P.S.15 1.644.28 1.67 31.) Allahabad Kshetriya Gramin Bank Allahabad Kshetriya Gramin Bank was established on August 23. Singhal Ishta Deo Prasad Rai S. Lakhanpal P. Vyas R.47 25. K. Puri Designation Chairman Director Director Director Director Director Director Director Director 143 .642. 2004 10. Uttar Pradesh. 1977 with its head office at Sultanpur.98 80.39 The audited financial position of Sultanpur Kshetriya Gramin Bank for the last three financial years is as under: Capital Share Capital Deposit Account Reserves & Surplus Deposits Advances Total Income Total Expenditures Profit After Tax (PAT) Net Asset Value/ Book value per share (Rs. The operational area of the Sultanpur Kshetriya Gramin Bank is the district of Sultanpur in Uttar Pradesh and it has 94 branches.00 73.003.15 434. 2005 is as follows: Name R. Tiwari Designation Chairman Director Director Director Director Director Director Director (Rs.72 5. K. Uttar Pradesh.50 1. Jain Sandip Kumar Sharma A.50 46.00 72.08 315.37 276.286.K.14 463. The Board of Directors of Allahabad Kshetriya Gramin Bank as of March 31.91 Year ended March 31.51 27.

The Board of Directors of Kanpur Kshetriya Gramin Bank as of March 31.42 23.289.63 10. 2003 10.06 362.62 5.55 1.63 995.00 336.007.03 472.067.50 1.07 0.36 1.04 -ve 230. March 31.00 336.K.BANK OF BARODA The audited financial position of Allahabad Kshetriya Gramin Bank for the last three financial years is as under: (Rs.35 8.689.98 814.72 -ve 87.43 715.) Earning per Share (Rs. 1980 with its head office at Kanpur.25 490.00 366.52 -ve 75.) Earning per Share (Rs.48 7.74 0.58 398.09 400. March 31.45 510.P. in million) Year ended March 31.73 1.52 49.78 0.271.00 314.00 4.K.00 67.059.45 265.80 36.591. Nazimuddin Chairman S. 2004 10. The operational area of Kanpur Kshetriya Gramin Bank comprises the districts of Kanpur Nagar and Kanpur Dehat in Uttar Pradesh and it has 96 branches.12 136.853.46 358. Uttar Pradesh. 2003 2004 2005 Capital Share Capital Deposit Account Reserves & Surplus Deposits Advances Accumulated Losses Total Income Total Expenditure Profit After Tax (PAT) Net Asset Value/ Book value per share (Rs. Maheshwari Director Sorabh Babu Director V.50 410.00 79.24 10.100.74 0.H.51 0.51 144 Year ended March 31. 2005 10.38 371.10 381. Pandey Director Vijay Kumar Duggal Director Rajendra Singh Chauhan Director The audited financial position of Kanpur Kshetriya Gramin Bank for the last three financial years is as under: Particulars Year ended March 31.78 (Rs. 2005 is as follows: Name Designation M.54 71. Verma Director Rajesh Kumar Director Sushant Ghatak Director A.00 447. in million) Particulars Year ended Year ended Year ended March 31.51 12.76 1.16 288.425.00 79.00 4.) Kanpur Kshetriya Gramin Bank Kanpur Kshetriya Gramin Bank was established on February 27.06 3.23 0.118.14 374.41 10.15 Capital Share Capital Deposit Account Reserves & Surplus Deposits Advances Accumulated Losses Total Income Total Expenditures Profit After Tax (PAT) Net Asset Value/ Book value per share (Rs.92 99.85 922.58 3.00 4.00 5.00 4.53 256.880.) .702.

The Board of Directors of Pratapgarh Kshetriya Gramin Bank as of March 31. The operational area of Fatehpur Kshetriya Gramin Bank is the district of Fatehpur in Uttar Pradesh and it has 51 branches.19 583.10 336.47 281. Gupta R. 2005 is as follows: Name N. K. Mandal Murli Dhar Dubey S.33 3. Shringarpure R.00 69.84 94. 1980 with its head office at Pratapgarh.38 792. Nigam Neeraj Rohtagi Hari Narayan Dubey Anil Singh S.73 579. 2003 10.53 274. B. B. 2005 is as follows: Name H. 1980 with its head office at Fatehpur. 2005 10. Puri 145 Designation Chairman Director Director Director Director Director Director Director Director . The Board of Directors of Fatehpur Kshetriya Gramin Bank as of March 31. Uttar Pradesh.Pratapgarh Kshetriya Gramin Bank Pratapgarh Kshetriya Gramin Bank was established on August 25.56 Year ended March 31. K.17 693. B. K.40 34.83 Year ended March 31.16 57.40 878. Yadav Jiya Lal C.14 58.84 2. N. Patel M.38 3. Puri Devi Dayal Dwivedi Raj Kumar Singh Designation Chairman Director Director Director Director Director Director Director Director The audited financial position of Pratapgarh Kshetriya Gramin Bank for the last three financial years is as under: (Rs.84 60.00 66.846. Jain H.08 1742.539. S.74 315. Shah R.75 Capital Share Capital Deposit Account Reserves & Surplus Deposits Advances Total Income Total Expenditures Profit After Tax (PAT) Net Asset Value/ Book value per share (Rs. in million) Particulars Year ended March 31.) Earning per Share (Rs. S.70 332. The operational area of Pratapgarh Kshetriya Gramin Bank is the district of Pratapgarh in Uttar Pradesh and it has 71 branches.77 748.12 278.) Fatehpur Kshetriya Gramin Bank Fatehpur Kshetriya Gramin Bank was established on September 6. 2004 10. Singh S. K.214.49 340.00 69.41 3.96 1401.

061.22 Year ended March 31.32 154. 2004 10. in million) Particulars Year ended March 31.14 68.83 4.441.00 160. The operational area of Faizabad Kshetriya Gramin Bank comprises the districts of Faizabad and Ambedkar Nagar in Uttar Pradesh and it has 67 branches.74 248. Adalaja S. 2005 10.159.42 3.174.29 196.65 729. 2005 is as follows: Name Harish Malik S. Gakkhar Anoop Kumar Manmohan Das R.49 306.557.862.) Faizabad Kshetriya Gramin Bank Faizabad Kshetriya Gramin Bank was established on September 5.59 3.90 368. P.82 2.51 245.54 248.800.20 Capital Share Capital Deposit Account Reserves & Surplus Deposits Advances Total Income Total Expenditures Profit After Tax (PAT) Net Asset Value/ Book value per share (Rs.) Earning per Share (Rs.70 774.754.33 2.29 161.00 175.35 1.76 3.00 127.13 13.58 353.40 Year ended March 31.14 173. K. 2003 10.29 The audited financial position of Faizabad Kshetriya Gramin Bank for the last three financial years is as under: Capital Share Capital Deposit Account Reserves & Surplus Deposits Advances Total Income Total Expenditures Profit After Tax (PAT) Net Asset Value/ Book value per share (Rs.43 478.92 77. 1980 with its head office at Faizabad.51 303.BANK OF BARODA The audited financial position of Fatehpur Kshetriya Gramin Bank for the last three financial years is as under: (Rs.31 32.00 724.72 862. L.34 275.03 159. 2005 10.50 138.958. Raghuvanshi Ram Krishna Designation Chairman Director Director Director Director Director Director Director Director (Rs.00 130.71 57. The Board of Directors of Faizabad Kshetriya Gramin Bank as of March 31. K.00 175.90 Year ended March 31. 2003 10.34 191.093.40 28. 2004 10.20 686.09 146 Year ended March 31. Sharma D.79 168.14 1.88 2.90 1.299.40 1.50 36.60 35.81 316.00 130.31 35.61 3. R.) .) Earning per Share (Rs.68 597.00 578.24 2. Upadhyay N. in million) Particulars Year ended March 31. Uttar Pradesh.987.50 352.211.

296.56 220. K.17 1. Logana Dr.55 276.33 2.60 62. in million) Particulars Year ended March 31.31 64.091. Logana M. V.826. R. M. 1983 with its head office at Shahjahanpur. 1980 with its head office at Bareilly. The Board of Directors of Shajahanpur Kshetriya Gramin Bank as of March 31. Nanda A.90 2.00 0.Bareilly Kshetriya Gramin Bank Bareilly Kshetriya Gramin Bank was established on September 27. M. Goswami Naresh Chandra Mishra Designation Chairman Director Director Director Director Director Director The audited financial position of Bareilly Kshetriya Gramin Bank for the last three financial years is as under: (Rs.627.04 2.00 2.59 129. The Board of Directors of Bareilly Kshetriya Gramin Bank as of March 31.00 2.968.30 Capital Share Capital Deposit Account Reserves & Surplus Deposits Advances Total Income Total Expenditure Profit After Tax (PAT) Net Asset Value/ Book value per share (Rs.72 261.40 413.70 Year ended March 31.99 1.19 213. 2005 is as follows: Name J.) Shahjahanpur Kshetriya Gramin Bank Shahjahanpur Kshetriya Gramin Bank was established on March 24. S.02 932. Panicker Designation Chairman Director Director Director Director Director Director Director Director 147 .40 641. Ashraf Sahu Sunil Sahay Major Virendra Sharma Vimal Chandra Srivastava Govind Prasad K. 2004 10. G. Sharma Chandra Kant S. 2005 10.) Earning per Share (Rs. 2003 10.277.60 72.00 100. The operational area of Bareilly Kshetriya Gramin Bank comprises the districts of Bareilly and Pilibhit in Uttar Pradesh and it has 81 branches. Singh A. The operational area of Shahjahanpur Kshetriya Gramin Bank comprises the districts of Shahjahanpur and Pilibhit in Uttar Pradesh and it has 35 branches. 2005 is as follows: Name Dr.00 100. Uttar Pradesh.23 41. Modi M.438. S.10 279.49 215. U.15 1.90 Year ended March 31. S.60 119.04 625. P. Rakesh Malhotra B.

29 79.61 133.15 3. Das Bindesh Kumar Gupta Sanjay Kumar Bansal Designation Chairman Director Director Director Director Director Director Director The audited financial position of Nainital Almora Kshetriya Gramin Bank for the last three financial years is as under: (Rs.90 771.16 1.81 41.74 825.848.408. K. 2003 10.25 184.29 120. Garg S. The Board of Directors of Nainital Almora Kshetriya Gramin Bank as of March 31.71 2.95 83.29 162. in million) Particulars Year ended March 31.23 319.23 125. K.00 55.23 375.46 77.90 780. Garbyal Sudhir Pant P.524. 1983 with its head office at Nainital.98 210.29 972. 2005 10.068. 2004 10.15 1.62 1.153.99 168.00 101.37 176.74 Capital Share Capital Deposit Account Reserves & Surplus Deposits Advances Total Income Total Expenditure Profit After Tax (PAT) Net Asset Value/ Book value per share (Rs.06 207.66 1.847.16 853.11 41.56 2.36 209.55 Year ended March 31.723.904.07 5.00 55.15 218.) Nainital Almora Kshetriya Gramin Bank Nainital Almora Kshetriya Gramin Bank was established on March 26.51 40.BANK OF BARODA The audited financial position of Shajahanpur Kshetriya Gramin Bank for the last three financial years is as under: (Rs.00 55. K.40 407.23 450.738.80 418.) Earning per Share (Rs. Verma Jaideep Srivastava D. Bageshwar and Udham Singh Nagar in Uttaranchal and it has 58 branches. 2004 10.12 790.80 Year ended March 31.) . S. The operational area of Nainital Almora Kshetriya Gramin Bank comprises the districts of Nainital.66 129.70 Capital Share Capital Deposit Account Reserves & Surplus Deposits Advances Total Income Total Expenditure Profit After Tax (PAT) Net Asset Value/ Book value per share (Rs.00 101.320.390. Almora.25 966. 2005 is as follows: Name A.59 2.74 1.94 209.) Earning per Share (Rs.50 832.00 101.50 Year ended March 31. in million) Particulars Year ended March 31.59 78.10 801.28 4.00 415.953.65 225.87 2. 2003 10.40 148 Year ended March 31. 2005 10.

00 1. The Board of Directors of Aravali Kshetriya Gramin Bank as of March 31.60) -ve Capital Share Capital Deposit Account Reserves & Surplus Deposits Advances Accumulated Losses Total Income Total Expenditures Profit After Tax (PAT) (Loss) Net Asset Value/ Book value per share (Rs. Sharma R. 1981 with its head office at Sawai Madhopur.46 104. 2004 10. 2005 is as follows: Name H. V. Potbhare Ramesh Moolchandani A.08 100. M. P. 1979 with its head office at Churu.) Aravali Kshetriya Gramin Bank Aravali Kshetriya Gramin Bank was established on October 2. Yadav R.54 527.82 0.30) -ve The audited financial position of Marudhar Kshetriya Gramin Bank for the last three financial years is as under: Particulars Year ended March 31. L. Ratnoo Dr.00 109. Modi N.80 603.622. Gupta M. L.60) -ve Year ended March 31.291. 2003 10. N. D.00 (64. K.64 (62.53 591. in million) Year ended March 31. P.) Earning per Share (Rs.742.31 494.20 0.73 498.20 0.56 146. Sharma Pramod Chaturvedi Ramesh Jindal 149 Designation Chairman Director Director Director Director Director Director Director Director . K.61 169. P. Tonk. Bhardwaj Pratap Singh Purva Vijay Kumar Bhati Designation Chairman Director Director Director Director Director Director Director Director (Rs.83 (33.67 163.00 129. 2005 is as follows: Name V. Karauli and Mahwa Block of Dausa district in Rajasthan and it has 60 branches. The operational area of Aravali Kshetriya Gramin Bank comprises the districts of Sawai Madhopur. Goyal Vinod Kumar Phool Chand Meena M.27) (4.97) (3.Marudhar Kshetriya Gramin Bank Marudhar Kshetriya Gramin Bank was established on March 29. The operational area of Marudhar Kshetriya Gramin Bank is the district of Churu and Shridungargah Tehsil in Bikaner District in Rajasthan and it has 56 branches.192. The Board of Directors of Marudhar Kshetriya Gramin Bank as of March 31. Rajasthan.38) (4. 2005 10. N.00 129.00 1.00 1. Awasthi Jassa Ram Chaudhary Dr.525.73 113.529.92 558. Rajasthan.

01 0. 2005 10. Verma Govind Kabra Chairman Director Director Director Director Director Director Director (Rs. Nassimuddin H.20 171.00 101.00 86.78 0. K.00 101.38 184.77 175.756.00 1. Chawla M.) Earning per Share (Rs. 1984 with its head office at Bundi.13 339.24 -ve 152.96 15.12 Capital Share Capital Deposit Account Reserves & Surplus Deposits Advances Accumulated Losses Total Income Total Expenditure Profit After Tax (PAT) Net Asset Value/ Book value per share (Rs.88 -ve 8. P.99 10.97 16.00 181.69 396.158.159.) Earning per Share (Rs.11 -ve 101.00 2.84 1.35 (Rs.37 112. 2004 10.49 187. K.00 2. 2005 10.40 0.78 1.92 586.519. Chaturvedi M.00 181.694.00 181.47 182.71 1.80 810. 2005 is as follows: Name Designation V.84 Year ended March 31. 2003 10.275.46 20. S. in million) Year ended March 31.) .00 1. The operational area of Bundi Chittorgarh Kshetriya Gramin Bank comprises the districts of Bundi and Chittorgarh in Rajasthan and it has 61 branches.00 1.000. 2004 10.) Bundi Chittorgarh Kshetriya Gramin Bank Bundi Chittorgarh Kshetriya Gramin Bank was established on March 23.73 182.910.40 0.88 150 Year ended March 31.08 184.16 194. Buttolia Ram Niwas H.16 314.89 182.32 133.54 202.01 152.85 18.10 173.BANK OF BARODA The audited financial position of Aravali Kshetriya Gramin Bank for the last three financial years is as under: Particulars Year ended March 31. 2003 10.93 201.21 189.24 Capital Share Capital Deposit Account Reserves & Surplus Deposits Advances Accumulated Losses Total Income Total Expenditures Profit After Tax (PAT) Net Asset Value/ Book value per share (Rs.33 The audited financial position of Bundi Chittorgarh Kshetriya Gramin Bank for the last three financial years is as under: Particulars Year ended March 31.89 979.23 788. The Board of Directors of Bundi Chittorgarh Kshetriya Gramin Bank as of March 31.69 181.00 1.78 0. Srivastava A. R.19 0.95 874. in million) Year ended March 31.64 324. Rajasthan.78 0.23 904.

30 385.00 65. Tagade L. M. Swarnkar D. Paliwal 151 Designation Chairman Director Director Director Director Director Director Director Director . L. Srivastava B. Parmar L.80 2.40 Year ended March 31.409. 2005 is as follows: Name Designation C. in million) Particulars Year ended March 31.953.70 558.Bhilwara Ajmer Kshetriya Gramin Bank Bhilwara Ajmer Kshetriya Gramin Bank was established on March 24.59 1.20 Year ended March 31. 2004 10. 2005 is as follows: Name Sudhakar B. Dad M. N. L.599. The operational area of Dungarpur Banswara Kshetriya Gramin Bank comprises the districts of Dungarpur and Banswara in Rajasthan and it has 38 branches.24 2. Rajasthan.00 65. Bhatt Dharmendra Singh V. The Board of Directors of Dungarpur Banswara Kshetriya Gramin Bank as of March 31. K.625.02 168. D.16 1.35 215.041.579.54 55.48 1. L. K.12 1. Charan R. Sharma H.00 65. Goyal R. 1984 with its head office at Bhilwara.) Earning per Share (Rs. Shukla J. 1984 with its head office at Dungarpur. Agarwal Chairman Director Director Director Director Director Director Director Director The audited financial position of Bhilwara Ajmer Kshetriya Gramin Bank for the last three financial years is as under: (Rs.46 46.34 159. 2005 10. P.71 172. D.81 184.36 1.72 218.09 1.70 462. Kalkar M. Rajasthan. L. Chandaliya M. K.831. The operational area of Bhilwara Kshetriya Gramin Bank comprises the districts of Bhilwara and Ajmer in Rajasthan and it has 53 branches. D.50 38.) Dungarpur Banswara Kshetriya Gramin Bank Dungarpur Banswara Kshetriya Gramin Bank was established on March 25.117. The Board of Directors of Bhilwara Ajmer Kshetriya Gramin Bank as of March 31.81 128.59 207. Sharma H. C. Chaturvedi P. Bhil O.81 82. L.00 Capital Share Capital Deposit Reserves & Surplus Deposits Advances Total Income Total Expenditure Profit After Tax (PAT) Net Asset Value/ Book value per share (Rs.52 1. N.219. 2003 10.

Vadodara.50 23.30 932. 2003 10.D.e.03 103. Rajagopalan D. Parekh Harish Chandra Mishra I.95 0.V.e. that were sponsored by us.BANK OF BARODA The audited financial position of Dungarpur Banswara Kshetriya Gramin Bank for the last three financial years is as under: (Rs.000.C.500.000 and the entire subscribed share capital of the constituent banks. is the subscribed share capital of Baroda Gujarat Gramin Bank.30 12.. Rathoria R.27 21. i.77 102.) Baroda Gujarat Gramin Bank The Baroda Gujarat Gramin Bank was formed on September 12. 15.000 The Board of directors of Baroda Gujarat Gramin Bank is in the process of being constituted and as of date. 2005 pursuant to the amalgamation of three RRBs.. Surat. The details of the share capital of the Baroda Gujarat Gramin Bank is as under: (a) (b) (c) (d) Central Government State Government The Bank Share Capital Deposit – – – – Rs.40 Year ended March 31. Government of Gujarat.000. 2005.73 2. Rs. 2004 10.29 1.468. 4.10 106.000. Panchmahal Vadodara Gramin Bank.04 425.24 -ve 2.00 1. no financial statements have been prepared yet by the Baroda Gujarat Gramin Bank. Gujarat. The operational area of the Baroda Gujarat Gramin Bank comprises the districts of Panchmahal. Dave (1) Designation Chairman Director Director Director The Finance Department.21 431.65 104.95 0. Valsad Dangs Gramin Bank and Surat Bharuch Gramin Bank. Panchmahal Vadodara Gramin Bank.73 100. The head office of the said RRB is situated at Bharuch.95 0. Dangs.113.30 8. Commisionerate of Rural Development as directors on the board of Baroda Gujarat Gramin Bank for a period of two years or till such time as a fresh nomination is made by it.71 0.96 105. i.56 101.) Earning per Share (Rs. Valsad Dangs Gramin Bank and Surat Bharuch Gramin Bank. 50.00 537. the following directors have been appointed on the board of Baroda Gujarat Gramin Bank: Director(1) D. Rs. Valsad.00 92. 152 .40 105. Bharuch and Narmada in Gujarat and it has 128 branches. 2005 10. Rs. The authorised capital of the Baroda Gujarat Gramin Bank is Rs. Dahod.203.000. 12.00 1.000. and 240.70 Capital Share Capital Deposit Account Reserves & Surplus Deposits Advances Accumulated Losses Total Income Total Expenditures Profit After Tax (PAT) Net Asset Value/ Book value per share (Rs. has issued a resolution appointing the Joint Secretary &Director (Institutional Finance) Finance Department and Additional Commisioner.83 102. As the Bank was formed on September 12.00 92. in million) Particulars Year ended March 31.00 Year ended March 31. Navsari.500.00 92.

55 13.) 153 10.31 1.65 206.76 127.81 117.048.04 40.770.02 900.55 197. March 31.50 54. 2005 10.126.015.865.04 422.459.72 44.00 123.83 133.00 10.449.) 10.00 46. March 31.80 138.65 246.15 1.00 1.) The audited financial position of Valsad Dangs Gramin Bank for the last three financial years is as under: (Rs.22 2.00 46.However.90 (Rs.46 158.00 2.00 440.51 24.81 45.09 113.49 888.54 757.66 127. 2004 10.98 9. in million) Year ended March 31.93 0.65 165.94 162.80 406. 2003 2004 2005 Capital Share Capital Deposit Account Reserves & Surplus Deposits Advances Total Income Total Expenditures Profit After Tax (PAT) Net Asset Value/ Book value per share (Rs.) Earning per Share (Rs.00 1.80 94. March 31.80 793.89 5.93 0.129.36 1.00 29.93 0.02 196.582.03 1.539. in million) Particulars Year ended Year ended Year ended March 31.38 580.00 Year ended March 31.62 2.60 412.) Earning per Share (Rs.95 622.60 41.73 21.89 1. in million) Particulars Year ended Year ended Year ended March 31.72 118. the audited accounts for the last three years of the three RRBs that were amalgamated to form the Baroda Gujarat Gramin Bank are provided hereunder: The audited financial position of Panchmahal Vadodara Gramin Bank for the last three financial years is as under: Particulars Year ended March 31.666.31 1.16 10.00 588.69 574.11 13.06 918.30 Capital Share Capital Deposit Account Reserves & Surplus Deposits Advances Accumulated Losses Total Income Total Expenditures Profit After Tax (PAT) Net Asset Value/ Book value per share (Rs.070.00 39. 2003 2003 2005 Capital Share Capital Deposit Account Reserves & Surplus Deposits Advances Total Income Total Expenditure Profit After Tax (PAT) Net Asset Value/ Book value per share (Rs.00 123. March 31. 2003 10.05 197.91 184.00 29.12 582.38 443.86 1.00 29.89 18.86 643.97 3.54 172.34 5.10 240.40 .50 51.50 10.00 2.353.11 167.00 46.484.12 140.) Earning per Share (Rs.55 1.21 The audited financial position of Surat Bharuch Gramin Bank for the last three financial years is as under: (Rs.93 2.45 135.92 129.50 135.46 187.00 123.20 10.

Kulkarni T.49) -ve -ve (Rs.54 224.978.90 434. The operational area of Jhabua Dhar Kshetriya Gramin Bank comprises the districts of Jhabua and Dhar in Madhya Pradesh and it has 84 branches. Madhya Pradesh. in million) Year ended March 31. Ramesh Kumar Rajendra Garg Moolchand Bamniya Designation Chairman Director Director Director Director Director Director Director Director The audited financial position of Jhabua Dhar Kshetriya Gramin Bank for the last three financial years is as under: Particulars Year ended March 31. N. Pooranshettiwar P. 1980 with its head office at Jhabua.51 203.00 1.96 -ve 19.00 192. J. The Board of Directors of Jhabua Dhar Kshetriya Gramin Bank as of March 31.71 432.52 (71.00 2.00 2. Dhiman E. Vahora M.) Earning per Share (Rs.16 0.39 (20. 2003 10. 2004 10. C.03 263.84 0. Modh V.84 0.85) -ve -ve Year ended March 31. Chodhari G.350.809.BANK OF BARODA Jhabua Dhar Kshetriya Gramin Bank Jhabua Dhar Kshetriya Gramin Bank was established on June 20.68 1. D.00 52.64 224. 2005 is as follows: Name Y.00 62. A.84 362.64 Capital Share Capital Deposit Account Reserves & Surplus Deposits Advances Accumulated Losses Total Income Total Expenditure Profit After Tax (PAT) (Loss) Net Asset Value/ Book value per share (Rs.) 154 .04 945.79 869.00 52. 2005 10.03 226.36 1.191.

C. DBOD. 2003 on Guidelines on the Compliance of Accounting Standard by Banks. Ramakrishnan* A. Mahajan** *Up to June 8. 89 /21.BP.103 0. 2005 are as follows: Key Managerial Personnel Dr. 2005 ** From June 18. Anil K.RELATED PARTY TRANSACTIONS We have entered into related business transactions with key managerial personnel as identified in the audited accounts. 299 0.No. Transactions with wholetime directors who have been termed key managerial personnel for the purposes of the audited accounts of the Bank for the period ended September 30. 2005 Designation Chairman and Managing Director Executive Director Executive Director Salary and emoluments (Rs. BC.04. all nationalized banks are exempt from disclosing their transactions with their Subsidiaries as well as the RRBs sponsored by them.018/2002-03 dated March 29. 172 155 . in million) 0. Khandelwal K. As per the RBI circular no.

(Rs. capital requirements and overall financial condition.33 50 203.466.906. For further details on restrictions on dividend declaration.776.70 FY 2002 10 NIL 1. or our dividend policy.88 938.00 60 151. and shall be subject to the guidelines issued by RBI. The Board may also from time to time pay interim dividend.21 65 244.184.184.23 FY 2004 10 879.22 FY 2003 10 592.184. at their discretion.026. 156 .45 1.00 1. in million) FY 2005 Face value of Equity Share (per share) (in Rupees) Interim Dividend on Equity Shares Final Dividend on Equity Shares Total Dividend on Equity Shares Dividend rate (%) Dividend tax 10 527. see the section titled “Regulations and Policies – Restrictions on Payment of Dividends” on page 110 of this Red Herring Prospectus.00 1.00 1.77 The amounts of dividends in the past are not necessarily indicative of our dividend amounts. if any. including but not limited to our profits.00 40 120.00 40 NIL FY 2001 10 NIL 1.184.42 1.BANK OF BARODA DIVIDEND POLICY The declaration and payment of dividends will be recommended by our Board of Directors and approved by our shareholders. and will depend on a number of factors.00 1.79 1.184. in the future.

K K Soni & Co. T. Kalyaniwalla & Mistry R. T.11% of domestic non-performing advances. K.... S.. B. S.C.. For our examination.. K. 1. In the conduct of our review. The aforesaid financial statements incorporated the relevant returns of 20 branches reviewed by us and unreviewed returns in respect of 2569 Indian branches and 8 Overseas branches. Mittal & Co. Khanna & Co. Khanna & Co. 2003. K K Soni & Co.N. Kothari & Associates. Moreover.. We had also considered the review reports from the local statutory branch auditors of 31 overseas branches. These review reports covered (i) 53. names of whom and the year of their audit are furnished below: Year 2000-01 2001-02 2002-03 2003-04 2004-05 b) Name of Auditors Khandelwal Jain & Co. G. Shah Gupta & Co..K. R.C. J. B. Khanna & Co. the said financial statements of the Bank for the half year ended September 30. Shah Gupta & Co. Basu & Co. Jain & Co. 2004 and 2005. MUMBAI Dear Sirs. 2004. T... Shah Gupta & Co. S. 2000 issued by the Securities and Exchange Board of India (SEBI) on January 19. Bandra Kurla Complex. K K Soni & Co. These financial information are proposed to be included in the offer document of the Bank in connection with its proposed follow on public offer of equity shares..N..K.. S. which were audited and reported upon by the respective auditors.. Shah Gupta & Co. Jain & Co.. 2005 were subject to a limited review by us. S. S... J. 1992. Kanwalia & Co. R. we have placed reliance on the following: a) The financial statements of the Bank for the financial years ended on March 31.07% of the domestic advances portfolio of the Bank excluding advances portfolio of asset recovery branches and outstanding food credit and (ii) 59. 2002... Venkatram & Co. Chadha & Co. K. we have reported on the above statements on the basis of books and other records produced before us and information and explanations provided by the management..K. Baroda Corporate Centre. 2000 in pursuance of Section 11 of the SEBI Act. which were reviewed and reported by Shah Gupta & Co. We have been engaged to examine and report on the financial information of Bank of Baroda (the Bank).. Ray & Ray and G.. Venkatram & Co.. (the SEBI Guidelines).C.C.C. Limted Review financial statements of the Bank for the six months period ending on September 30. B. which have been prepared in accordance with the Securities and Exchange Board of India (Disclosure and Investor Protection) Guidelines. Venkatram & Co. Khanna & Co. Basu & Co. so as to obtain a reasonable assurance that such financial information is free of material misstatement.FINANCIAL STATEMENTS The Board of Directors.K. R.. The financial statements of the Bank for the half-year ended September 30. 2001.S. Jain & Co. 2005 have been incorporated. 157 .C. Mittal & Co. Bank of Baroda. The preparation and presentation of this financial information is the responsibility of Bank’s management.. K. Khanna & Co.. Sharma & Co. Khanna & Co. R. Ray & Ray.. Chadha & Co. c) Since no financial statements have been reviewed subsequent to September 30.C. we had taken note of the review reports received from the concurrent auditors of 105 branches. 2005 till date. Chadha & Co. Sharma & Co. Kanwalia & Co.

2003.. wherever applicable) declared by the Bank for the five financial years ended March 31. (Annexure A-VI) Material notes on accounts. Accordingly. including depreciation and after making such adjustments and regroupings as in our opinion are appropriate and are to be read with accounting policies and notes thereon.. Bank of Baroda (Botswana) Ltd. It is substantially less in scope than an audit conducted in accordance with generally accepted auditing standards.. neither was an audit performed nor an opinion expressed. 2002. 2004. 7. Bank of Baroda (Tanzania) Ltd. Bank of Baroda (Guyana) Ltd. 5. (Annexure A-II) Statement of Cash Flows as restated. 2005 as prepared by the Bank. (Annexure A-IX) 3. BOB Housing Finance Limited. as applicable and for the period ended September 30. which. The Bank did not prepare segment reports for the year 2000-01 and 2001-02 since the relevant accounting standard was not mandatory for those years. E. 2004 and September 30.. In accordance with the SEBI Guidelines. We have performed such tests and procedures. and BOB (UK) Ltd. BOB Cards Ltd. 4. (Annexure A-V) Adjustments not carried out in the Summary Statements of Profit & Loss and Assets and Liabilities. (Annexure A-VII) Related Party transactions for the year 2002-03. The review of the financial statements for the periods referred to in paragraph 1(b) and (c) above consisted principally of applying analytical procedures to financial data and making enquiries of persons responsible for financial and accounting matters.. 2003. were necessary for the purpose of our examination. We report that the profits of the Bank as restated for the financial years ended March 31. 2005. F. 2005 and for the half years ended September 30. 2003-04. Bank of Baroda (Uganda) Ltd. These profits have been arrived at after charging all operating and management expenses. (Annexure A-IV) Notes on adjustments carried out. 158 . 2003-04 and 2004-05. BOB Asset Management Co. G & H containing summary of financial statements of Subsidiaries of the Bank – The Nainital Bank Ltd. 2005 are as set out in Annexure A.BANK OF BARODA 2. in our opinion. mainly involved comparison of the attached financial information with the Bank’s audited financial statements for the years 2000-2001 to 2004-2005 and unaudited financial statements for the half years ended September 30. 2004. D. 2004 and September 30. 2001. 2005. 2005 are as set out in Annexure B.. the objective of which is an expression of an opinion on the financial statements as a whole. Ltd. attached are Annexures C. 2001. Bank of Baroda (Hong Kong) Ltd. These procedures.. 2005. 2005 / December 31. 2005 are also as set out in Annexure A after making such adjustments and regroupings as in our opinion were appropriate and are to be read with the accounting policies and notes thereon. We report that the dividends (subject to deduction of tax at source. 2004 and September 30. 2004 and 2005. The Annexure A as referred to in paragraphs 5 and 6 above consists of the following: a) b) c) d) e) f) g) h) Summary statement of Profit and Loss as restated. 9. and September 30. (Annexure A-VIII) Segment Reporting for the year 2002-03. 2004-05 and the half years ended September 30.. 2002. for the five years ended March 31. We report that the assets and liabilities of the Bank as restated as at March 31. BOB Capital Markets Ltd. (Annexure A-III) Significant accounting policies for the year ended March 31. 6. The Bank did not report related party transactions for the year 2000-01 and 2001-02 since the relevant accounting standard was not mandatory for those years. (Annexure A-I) Summary statement of Assets and Liabilities as restated. The audit of the financial statements for the years referred to in paragraph 1(a) of this report comprised of audit tests and procedures deemed necessary by the respective auditors for the purpose of expressing an opinion on such financial statements taken as a whole in accordance with generally accepted auditing practices. i) 8. 2004. Bank of Baroda (Kenya) Ltd..

05 28. Ltd. Gokhale & Sathe V Parshuram & Co.11.00 100. A.11. Deloitte & Touche D. Bank of Baroda (Uganda) Ltd.00 100.00 100. Authur Anderson Deloitte & Touche King & King Bank of Baroda (Guyana) Ltd.00 Percentage of holding as on March 31 2002 94. Grant Thornton KPMG Deloitte Touche Thmoastu Charles H.C.11 100.00 100. Ali Sons & Co.70 80.00 2005 97.11 100.05 21.00 —100.59 67.70 80.00 100.72 67. Bank of Baroda (Kenya) Ltd.00 100.72 67.00 86.00 100.00 100. Babu U.00 100. Period 2000-01 to 2004-05 & September 2005 (Review) 2000-03 2004 and September -05 (Review) 2000-2004 and September 2005 (Review) 2000-01 to 2003-04 2004-05 & September 2005 (Review) 2000-01 to 2002-03 2003-04. The holdings of the Bank in each of the above Subsidiaries are set out below: Name of the subsidiary 2001 The Nainital Bank Ltd.00 100. BOB (UK) Ltd.00 86.00 100. Cheung & CPA Ltd. (a) Annexures C.00 100. BOB Capital Markets Ltd.00 11.00 86.00 —100. We have not carried out any audit for any of the subsidiaries.11 100. Bank of Baroda (Tanzania) Ltd.11.00 100.G. Annexures C to H is as per the audited / reviewed financial statements of the twelve subsidiaries referred to therein and furnished to us by the bank.00 100. E. Bank of Baroda (Hongkong) Ltd.11 100.00 100. Report Dated 21. BOB Cards Ltd. 94. Chokshi & Co.11. 2004-05 & September ’2005 (Review) 2004 & September’2005 (Review) 2000-2001 and 2001-02 2002-03 to 2004-05 September 2005 (Review) Name of Auditor Grant Thornton Acumen Khanubhai & Co. BOB Housing Finance Limited BOB Asset Management Co.00 100.00 100.72 67. These have not 159 .11 100.00 100.00 100. Name of Auditor P Jain & Co.00 100.05 (b) The summary of financial statements of following Subsidiaries as per Annexure H is prepared based on the financial statements audited by their respective auditor’s as mentioned below: Name of the subsidiary Bank of Baroda (Botswana) Ltd. Bank of Baroda (Tanzania) Ltd.00 100.10.00 2004 97.00 100.05 19. D. Bank of Baroda (Uganda) Ltd. Patel & Co.00 86. Ltd.00 100.00 100. BOB Cards Ltd.59 67. BOB Capital Markets Ltd.00 2003 97.05 19.00 100.70 80.00 100. Jack. BOB (UK) Ltd. Bank of Baroda (Kenya) Ltd.70 80.00 100. Bank of Baroda (Guyana) Ltd. Bank of Baroda (Hong Kong) Ltd.00 —100.11.00 100.00 100.70 80. BOB Housing Finance Limited BOB Asset Management Co. Bhandawat & Co. Bank of Baroda (Botswana) Ltd.00 86. F & G are as per report of the respective auditors detailed as under: Annexure Number Annexure Annexure Annexure Annexure Annexure C D E F G Name of the subsidiary The Nainital Bank Ltd.

S. This report is intended solely for your information and for inclusion in the offer document in connection with the public issue of the shares of the Bank and is not to be used.. G. which is based on audited accounts for those years. 2005 of the Bank as set out in Annexure K. proposed to be included in the offer documents. liabilities.. Chadha & Co. we have compared the financial information in Annexure I with the Bank’s consolidated financial statements. Venkatram & Co.K. Khanna & Co. Basu & Co.K. 160 . 13. Soni & Co. referred to or distributed for any other purpose without our prior written consent.K. 2004 and September 30.C.S.R. T.. We set out in Annexure I a summary of the consolidated assets..BANK OF BARODA been audited. the financial information as given in Annexures B to M have been properly extracted from the Bank’s and its Subsidiaries audited financial statements for the years ended March 31. S. We have not carried out any audit or adjustments to the same. income and expenditure. Khanna & Co. cash flow statement. K. b) 15. We have also examined the following financial information relating to the Bank on a stand alone basis. Statement of tax shelter as set out in Annexure L. Shah Gupta & Co. 2004 and 2005. T. net asset value and return on net worth as set out in Annexure J. Khanna & Co. Kalyaniwalla & Mistry R. have been prepared in accordance with the SEBI Guidelines.. R. Capitalization statement as at March 31. K. K. Shah Gupta & Co. Khanna & Co. significant accounting policies and material notes on accounts of the Bank (as a group) for the years 2002-03. reviewed or subject to adjustments by us. 2004 and as prepared by the Bank for the periods ended September 30. 12. assets and liabilities as per Annexures C to H relate entirely to the individual Subsidiaries. Statement of borrowings as set out in Annexure M. The consolidated financial statements were audited and reported upon by the respective auditors as given below: Year 2002-03 2003-04 2004-05 Name of Auditors B.. 2003-04. Ray & Ray.. In our opinion. after making groupings and adjustments as were considered appropriate by us and subject to non-adjustment of certain matters as stated in the said Annexure.. The Bank did not prepare consolidated financial statements for the years 2000-2001 and 2001-2002. S. The consolidated financial statements for the half year ended September 30. since the relevant accounting standard was not mandatory for those years and hence the same are not set out in the report.R... Jain & Co. Chadha & Co. as prepared and approved by the Bank and annexed to this report: (i) (ii) (iii) (iv) 14. We have carried out limited review for the half-year ended September 2005 only. The Bank has prepared consolidated financial statements for the half years ended September 30. and 2004-2005. K. a) Summary of accounting ratios based on the adjusted profits relating to earnings per share. 2005 / December 31. 2005 or have been correctly prepared from the financial information in Annexure A as applicable and in accordance with the SEBI guidelines subject to consequential effect of adjustment not carried out as described in Annexure A-VI.K. the financial information of the Bank as stated in Annexure A above read with respective significant accounting policies.C. Kothari & Associates. 2004 is based upon reportings by the bank to Reserve bank of India.C. Soni & Co.. Venkatram & Co. In our opinion. However.. The profits. Shah Gupta & Co.. losses.

31004 For G. Chartered Accountants Sd/(D. Basu & Co. Chartered Accountants Sd/(Vikas Kumar) Partner Membership No. 5570 For B. 75363 For Ray & Ray Chartered Accountants Sd/(Arvind N Yennemadi) Partner Membership No.P. This report should neither in any way be construed as a reissuance or redrafting of any of the previous audit reports issued by us or by other firms of chartered accountants nor construed as a new opinion on any financial statements referred to herein.M. Chartered Accountants Sd/(Nimesh Bhimani) Partner Membership No. Swaminathan) Partner Membership No. Chartered Accountants Sd/(S.Gupta) Partner Membership No. Venkatram & Co.C.D. For T. 70469 Place : Mumbai Dated : 20. 24737 For G. Jain & Co. 30547 For S. Chanchani) Partner Membership No. Chartered Accountants Sd/(K.2005 161 . Chadha & Co.R. Kapadia & Co.12.16.

617.55 61.31 53.06 13.76 30.027.2 1.594.75 2.75 77.1 1.042. in million) Sr.93 361.71 63.019.54 1.97 2.3 1.20 (1.91 4.47 35.1 1.01 414.75 3.362. Telegrames.195.285.430.930.91 102.14 0.18 30.13 156.459.306.484. Repairs & Maintenance Insurance Other Expenditure TOTAL EXPENDITURE 57.56 56.231.34 1.25 305.57 78.64 167.288.84 1.91 124.15 6 7 8 9 10 11 12 2.65 184.562.573.86 912.15 73.64 16.86 9.42 88.24 30.540.128.11 755.08 1.00 0.99 4.695.83 34.46 38. Allowances & Expenses Auditor’s Fees & Expenses Law Charges Postage.32 26.399.62 1.807.38 0.88 287.596.23 4.48 779. 2001 A 1 1.70 818.753.555.50 21.174.16 18.075.977.24 139.06 87.32 14.810. etc.931.00 11.354.351.77 14.44 383.02 157.49 14.98 11.53 7.81 521.4 2.73 179.789.973.2 2.26 1.98 0.302.487.06 AUDITED FINANCIAL YEAR ENDED 31ST MARCH 2002 2003 2004 2005 LIMITED REVIEW HALF YEAR ENDED Sep-04 Sep-05 59.28 47.695.78 1.457.43 1.303.702.941.01 4.68 189.483.662.11 323.00 2. building & other assets (Net) Profit on exchange transaction (Net) Income earned by way of dividends.77 426.84 110.80 471.29 191.76 214.855.632.64 11.33 634. etc.95 57.40 18.315.65 99.5 2.45 124.209.479.49 1.536.94 11.078.07 5.761.16 681.88 12.394.04 1.52 6.633.343.86 23.754.175.765.13 38.28 3. Taxes & Lighting Printing and Stationery Advertisement and publicity Depreciation on Banks Properties (net of amounts adusted against revaluation reserve) Directors Fees.05 1.50 0.59 54.00 28.5 2 2.27 32.85 1.87 103.620.88 128.183.02 1.16 38.28 17.27 140.521.78 95.60 1.65 1.59 137.06 39. No.49 1.69 2.672. Telephones.237.889.78 339.02 268.54 37.008.44 401.82 420.842.47 0.737.752.809.54 173.032.21 1.50 16.413.66 12.24 867.61 181.15 486.647.21 74.17 1.99 1.289.48 1.62 1.417.87 792.271.321.22 13.46 17.48 60.525.037.85 54.643.27) 1.110.314.69 64.44 9.056.67 1.053.51 97.51 50.02 17.470.71 1.05 27.94 7.152.83 2.673.53 3.39 7.52 33.03 19.17 930.6 INCOME Interest Earned Interest & Discount on advances / bills Income on Investment Interest on balance with RBI and other Inter Bank Lending Interest on Income Tax Others OTHER INCOME Commission.660.75 33.61 3.57 162 .19 38.51 1.18 110.64 1.508.99 1.59 284.95 184.61 1.636.190.418.11 23.487.91 35.41 10.45 62.00 0.153.592.23 874.83 1.34 94.4 1.344.69 6.441.24 50.28 29.48 3.57 394.932.14 16.89 16.86 102.51 14.62 114.36 772.09 104.00 0.98 868.444.03 753.26 6. Exchange & Brokerage Profit on sale of investments (Net) Profit on revaluation of investments (Net) Profit on sale of land.38 912.BANK OF BARODA SUMMARY STATEMENT OF PROFIT AND LOSS RESTATED ANNEXURE .889.56 94.76 29.67 207.64 241.70 1.97 1.30 5.3 1 2 3 4 5 1.3 2.53 29.054.052.43 1538.975.29 56.64 424.09 650.062.10 29.59 416.82 6.20 1.82 1.382.A-I (Rs.97 40.34 69.00 0.72 15.12 83.45 3.863.60 1.78 2.394.731.268.475.00 0.69 886.346.486.18 10.048.1 2.677.93 1.50 64.19 0.47 719.74 45.425.2 1.426. from Subsidiaries/companies/ joint ventures in India Miscelleneous Income TOTAL INCOME EXPENDITURE Interest Expended Interest on Deposits Interest on RBI/ Inter-Bank borrowings Others Operating Expenses Payment to & provision for employees Rent.821.84 141.17 3.71 630.91 303.148.758.27 1.42 29.25 113.382.60 304.7 B 1 1.558.192.38 0.702.857.39 1.41 190.09 187.

00 0.26 1.00 1.098.105.64 8.57 100.376.160.00 370.692.00 4. No.329.523.523.497.00 0.79 5.81 322.063.322.00 1.00 1.77 1.79 590.00 2.148.00 4.520.322.078.862.14 240.063.80 (604.00 0.820.828.34 52.57 2.57 5. in million) Sr.758.02 5.659.852.41 7.50 1.77 4.768.768.977.37 2.00 789.00 0.01 112.04 1.00 3.40 4.849.15 9.04 0.20 96.77 0.22 9.91 346.364.561.00 7.376.54 5.00 5.61 583.82 0.00 0.669.659.27 AUDITED FINANCIAL YEAR ENDED 31ST MARCH 2002 2003 2004 2005 LIMITED REVIEW HALF YEAR ENDED Sep-04 Sep-05 9.385.828.00 151.00 2.66 2.79 1.00 91.40 1.34 4.669.063.627.092.646. Break-up of provisions and contingencies Provision for Non Performing Advances Floating Provision for NPAs (in addition to norms) Provision for Standard Advances Depreciation on Investments Provision for Restructured Standard Accounts Others Provision & Contingencies (other than provision for tax) Provisions for income tax TOTAL 10.28 1.94 16.874.376.42 7.866.00 0.413.76 188.00 0.32 160.715.70 4.86 1.538.00 0.27 760.464.84 592.627.23 0.79 14.43 1.(Rs.87 7.48 0.00 0.680.10 0.00 0.96 0.42 244.23 42.00 4.00 0.87 7.50 690.71 9.50 429.160.01 11.026.68 1.160.768.96 753.627.09 682.00 1.561.31 0.23 11.00 4.30 75.00 0.56 48.911.498.15 5.288.20 86.184.10 0.24 0.00 6.03 14.09 13.42 186.00 120.00 5.84 881.61 264.20 (164.62 0.49 5.323.95 82.669.04 15.00 5.520.509.42 2.401.12 759. 2001 Operating Profit (before Provision & Contingencies) Less: Provisions & Contingencies (Other than Provision for Tax) Profit Before Tax Provision for Tax Net Profit after tax Add: Amount transferred from Investment Fluctuation Reserve Net Profit for the Year/ half-year as per Financial Statements a) b) c) i) ii) iii) d) i) ii) APPROPRIATIONS TRANSFER TO Statutory Reserve Capital Reserve Revenue and Other Reserves Investment Fluctuation Reserve General Reserve Statutory Reserve (Foreign) Dividend (including Dividend Tax) Interim Dividend Proposed Dividend Tax on Dividend Transfer to Unallocated Profit TOTAL Break up of Miscellaneous Income (*) Incidental charges Recovery in bad debts written off Others Total Miscellaneous Income (*) Items listed here are generally of recurring nature.00 9.00 7.51) 3.13 4.06) 5.62 6.00 141.20 855.69 377.387.85 28.55 1.75 0.00 5.85 2.00 0.00 0.42 2.00 0.88 938.184.84 9.063.84 9.83 0.182.00 521.00 0.62 2.41 867.00 6.88 2.90 23.96 8.078.24 879.40 3.96 950.96 288.71 4.16 64.605.392.862.119.851.77 6.42 15.212.417.250.160.00 0.77 5.349.22 3.652.82 2.09 0.911.00 0.00 5.92 1.14 7.218.03 5.26 24.03 1.00 0.27 15.87 816.20 687.24 0.42) 831.95 4.71 3.83 1.57 512.702.00 262.40 0.184.166.107.851.00 0.750.183.380.00 0.62 5.17 1.00 0.00 70.768.15 951.14 11.497.718.79 527.977.50 25.09 4.86 0.932.96 1.00 0.00 0.69 64.50 (1014.00 0.00 3.00 5.364.59 68.74 163 .892.41 589.71 1.91 419.15 622.14 3.20 5.00 0.37) 365.60 0.00 3.486.58 17.019.200.71 0.218.70 0.39 1.45 203.11 2.293.96 1.74 5.866.631.00 536.387.45 (135.

635.72 4.00 15.27 37.Outside India Fixed Assets Less:Revaluation Reserve Net Fixed Assets Other Assets Less Deferred Tax Asset (DTA) Other Assets excl.374.848.34 8.191.31 40.664.920.54 121.302.89 30.60 434.64 663.20 489.82 434.11 380.22 4.744.43 2.968.42 890.24 813.14 55.914.040.835.492.00 12.266.67 31.343.68 198.339. No.00 955.548.27 23.76 5.47 11.91 26.69 799.00 12.09 16.60 32.34 28.75 481.17 37.10 45.405.06 33.285.025.29 360.973.468.652.921.79 37.660.608.283.874.844.66 22.19 30.448.940.527.474.353. 2001 (A) 1 2 3 ASSETS Cash in Hand Balance with RBI Balance with Banks .003.659.84 374.40 1.Outside India TOTAL 6 Advances .52 4.479.14 405.524.56 36.029.25 334.00 484.751.007.89 2002 3.09 14.74 77.74 2.194.280.367.73 13.286.32 907.(B) (C) NET WORTH (C=A-B) 3.659.14 4.12 29.464.972.700.514.545.973.34 18.09 356.027.38 45.58 64.62 3.43 382.28 24.08 32.47 491.74 31.625.391.331.87 353.19 197.462.150.16 377.773.08 401.10 370.48 5.298.18 234.41 11.759.51 40.From Banks .547.000.07 22.455.28 27.91 5.510.313.13 LIMITED REVIEW HALF YEAR ENDED Sep-04 3.694.54 21.27 35.41 1.141.516.(A) LIABILITIES DEPOSITS Demand Deposits .99 30.867.In India .00 283.940.495.706.103.068.769.42 215.359.020.31 8.77 336.64 4.93 33.03 8.000.65 729.37 6.51 40.94 38.152.85 2004 4.355.56 6.200.68 948.478.53 8.044.144.06 84.732.55 2.818.12 218.851.60 33.61 34.20 56.53 6.434.Outside India Other Liabilities and Provisions Subordinate Debts TOTAL .946.12 4.404.367.21 42.42 29.556.15 26.008.27 5.684.88 40.741.66 Sep-05 4.188.265.056.081.90 53.767.823.020.65 47. DTA TOTAL .965.45 42.31 2.48 2.693.000.41 17.531.63 281.437.618.713.62 430.37 291.926.796.178.154.914.013.20 8.82 356.346.76 8.334.362.44 348.194.76 140.09 21.87 11.74 15.851.492.82 618.12 720.000.00 4.00 599.40 846.32 8.744.368.57 75.88 18.00 15.717.11 2.319.07 52.099.777.38 (B) 1 2 3 4 5 6 164 .88 706.000.34 249.104.64 2.37 51.44 19.85 40.206.83 6.505.In India .339.09 630.48 12.10 73.98 6.53 6.83 30.240.332.08 227.240.470.77 54.354.608.78 43.71 4 5 184.00 855.20 31.82 32.35 62.69 16.93 40.21 514.61 670.70 2.558.926.35 12.973.754.429.83 58.608.32 943.21 9.494.678.673.49 22.477.BANK OF BARODA ANNEXURE A-II SUMMARY STATEMENT OF ASSETS AND LIABILITIES AS RESTATED (Rs.950.923.152.629.000.90 39.41 908.233.70 6.571.527.621.07 19.75 26.663.84 3.890.047.95 27.74 300.68 57.191.741.870.35 847.09 26.94 64.70 164.60 17.74 46.629.133.16 358.480.290.588.793.039.914.85 12.764.486.72 6.311.863.91 23.253.520.534.740.In India .06 539.From Others Saving Deposits Term Deposits from Banks Term Deposits from Others Borrowings .523.69 8.657.050.67 9.35 6.580.58 20.59 786.33 861.470.339.502.16 6.In India .19 238.360.506.065.802.444.21 6.479.81 417.54 19.22 13.10 4.63 760. in million) Sr.Outside India Money at call and Short notice Investment .817.679.360.51 2005 3.41 7 8 274.565.89 6.79 29.430.545.44 25.28 6.577.95 38.798.364.77 10.765.969.978.53 29.93 289.857.17 37.849.016.120.45 64.23 29.34 301.916.253.308.408.32 6.83 380.21 AUDITED AS AT 31ST MARCH 2003 4.645.867.

373.276.49 40.714.27 2.161.59 10.70 948.34 4.23 54.47 223.62 44.618.943.42 9.99 92.39 8.60 48.27 14.513.652.06 376.352.26 12.943.80 133.956.134.09 165 .72 761.58 19.44 13.89 585.94 21.136.103.64 10.074.630.11 32.74 1.492.672.867.360.506.764.160.35 2002 2.492.84 20.76 10.521.56 5.00 303.(G) Bills for collection 2.55 430.945.338.64 1.74 (G) 1 2 3 4 10.43 5.523. Endorcements & other Obligations Other items for which the Bank is contingently liable TOTAL .83 26.23 40.343.739.18 36.29 2.479.748.643.25 35.859.37 8.93 13.(F) NET WORTH (D+E+F) Contingent Liabilities Claims against The Bank not acknowledged as debt Liabilitity for partly paid investments Liability on account of outstanding forward exchange contracts Guarantees given on behlaf of constituents: in India Outside India Acceptances.363.348.81 149.14 2004 2.16 58.66 13.281.98 196.922.39 2.07 52.65 3.81 12.11 2.989.30 14.39 2.48 27.66 53.478.009.65 3.468.310.89 30.039.91 27.25 1.90 8.35 1.425.32 25.434.10 57.59 2.064.387.387.25 4.50 1.27 2.35 1.896.02 244.674.330.293.281.545.96 2.387.66 25.602.72 AUDITED AS AT 31ST MARCH 2003 2.513.57 43.39 2.00 7.273.063.199.94 7.37 2.183. No.425.572.96 5 6 20.44 48.428.568.367.022.618.75 1.425.689.332.732.09 7.092.826.537.80 88.39 2.640.07 7.675.78 2.13 35.373.102.38 6.14 30.41 2.41 50.(Rs.62 2.081.04 11.44 12.38 6.70 10.46 50.739.71 Sep-05 2.216.389.851.62 15.040.448.945.31 14.72 53.72 57.57 263.25 1.55 10.373.195.92 2.39 367.43 21.764.945.48 385.732.318.46 38.334.545.383.44 13.739.534.081.317.26 19.65 59.400.071.99 LIMITED REVIEW HALF YEAR ENDED Sep-04 2.251. in million) Sr.44 17.492.02 236.34 2.425.68 27.781.367.966.11 35.619.913.44 17.971.83 7.198.283.63 197.389.929.32 2005 2.854.24 176.627.44 13.632.58 7.00 7.577.31 53.43 907.463.27 14.94 5.36 3.95 2.64 47.157.96 42.360.560.739.24 39.492.36 414.62 10.21 49.387.23 2.30 12.568.77 62.85 44.599. 2001 (D) (E) (F) 1 2 3 4 5 6 7 8 Represented by: Share Capital Share Application Money RESERVES AND SURPLUS Statutory Reserve Capital Reserve Revaluation Reserve Investment Fluctuation Reserve Revenue & Other Reserve Deferred Tax Reserve Balance of Profit & Loss Account Share Premium TOTAL Less:Revaluation Reserve Less Deferred Tax Asset (DTA) TOTAL .977.798.272.93 1.407.945.943.62 514.926.03 16.37 8.68 37.

495.499.72 9.59 166 .18 1.108.27 4.45 120.23 75.83) 2.96 141.00 Amortisation of expenses of VRS 1.479.054. 2001 A.786.34 (8.675.00 Direct taxes paid (Net of Refund) (2.269.52 (1.171.64 0.26 45.03 847.00 0.345.93) (6.266.88 Provision for Other items 370.671.00 0.408.500.94 10.36 818. No.98 13.52) (67.329.652.13 Increase/(Decrease) in deposits 2.77 426.820.27 6.55) (21.95 118.849.43 1.17 7.22) 2.299.605.82 1.813.69 2.7100.68) (30.42) 8.75) (16.63) 764.09 28.403.270.61 96.631.723.00 0.11 8.679.36) 6.99 (241.301.749.89 11.45) 4.137.03 687.23 1.012.727.86 Adjustments for: Depreciation on fixed assets 761.095.54 1.83) (63.70) (8.45 930.680.71 24.749.63) 0.49 85.29 1.04 7.97) (76.00 3.00 15.27 1.29 1.64) (22.67 0.498.82 Adjustments for: (Increase)/Decrease in investments (13.65) (187.340.12 9.922.27 (11.589.23) (56.62) (114.430.751.BANK OF BARODA STATEMENT OF CASH FLOW ANNEXURE .12 (5.819.16) (2.67 subordinated debt (treated separately) Dividend received from Subsidiaries/ (14.15 0.20 0.21 (1.00) (4.78 7657.87 48.82 0.581.75 (135.997.710.098.63 77.00 Depreciation on investments 583.14 1.119.83) (1.89 Profit/(loss) on sale of fixed assets 1.38) (0.874.105.70) (189.70) Net cash from operating activities (A) (1.710.15) 1.91) (5.14 0.385.75 9.86) (Increase)/Decrease in advances (35.61 869.08) (Increase)/Decrease in other assets 3760.15 2.49) 1.014.22) (1.97) others (treated separately) Sub total 14.906.098.619.382.76 Increase/(Decrease)in borrowings 5676.61 27.91) 17.23 83.75) (6.544.661.03 and provisions Payment towards VRS (2.259.49 Increase/(Decrease) in other liabilities 1180.562.39 (7.09 734.605.16 Payment/provision for interest on 1.03 (17.662.79) (63.01 11.52) (20.200.16 17.34 22.130.29 839.95 100. in million) Sr.63) (673.06) (50.37) 11.710.499.02 65.29 855.16 1.497.57 394.441.A-III (Rs.38) (110.00 855.70 1.282. 2002 AUDITED YEAR ENDED 31ST MARCH 2003 2004 2005 Reviewed Half Year ended Sep-04 Sep-05 Cash flow from operating activities: Net Profit before taxes 4.41 56.363.00 0.972.86 5.981.62 respect of non-performing assets Provision for Standard Assets 91.676.60) (82.329.15 Amortisation of lease assets 11.282.722.61 5.673.00 0.29 1.180.20 24.447.594.57) 3.07 (1.665.46 21.56 (including on Matured debentures) Bad debts written-off/Provision in 4.558.25 2.024.54 5.01 21.113.481.25) (14.69) (39.198.

56 Sep-05 (583.758.27) (1.852.10 72.95 (1.873.40) 600.304.062.474.669.93) (3.49 (2.668.301.01 72.11 89.17) (1.Closing (1.09) 0.54 187.548.01 95.11 0.91 68.12) (3.00 (1.00 114.00) (1.12 3.29) (676.00 (1.468.086.673.74) 0.23) 2003 (935.00 1. 1.11 0.11 68.Opening Cash and cash equivalents .54 124.03 0.01 0.78 4.29) AUDITED YEAR ENDED 31ST MARCH 2002 (1.55) 110. in million) Sr.10 92.27) (34.096.542.39) (1.47) (190. Cash flow from investing activities: Purchase of fixed assets Changes in Trade related investments (Subsidiaries & others) Dividend received from Subsidiaries/ others Net cash from investing activities (B) Cash flow from financing activities: Share Capital Share premium Unsecured Redeemable bonds Unsecured Subordinated Bonds Dividend Interest paid / payable on unsecured redeemable bonds Net cash from financing activities (C) Net increase in cash & cash equivalents (A)+(B)+(C) Cash and cash equivalents .838.10 19.01 0.(Rs.363.171.927.97) (405.38 (183.00 (839.01 C. No.00 (2.668.00 0.03) (838.393.683.00 0.54) 2004 2005 Reviewed Half Year ended Sep-04 (376.33 11.43) (21.668.00 0.54 89.342.97) 23.000.62 (1.67 0.83 0.426.499.303.72) 4497.097.77) (1.03 0.171.67) 6.10) 124.700.00 7.89) (1.499.56) (1.00 0.00 0.150.00 0.544.542.00 0.10 92.849.768.10 0.243.605. 2001 B.66) 5.74) 628.851.66 104.05 0.00 0.65 (1.70) (1.09) 0.00 (1.78) 0.558.00 (847.474.56) 0.43) (1.00 50.184.01 72.92) 63.24 0.97 (1.46 14.70 189.81 124.97) 0.60) 138.911.83 (2.00 0.02 14.363.149.06 (1.96 167 .889.279.

3. in which case the premium is amortised over the period remaining to maturity. income is not recognised and provision is made for depreciation in the value of such securities as per Reserve Bank of India guidelines.1.6 3. Investments: 3. Commercial Papers. endorsements and other obligations including guarantees and interest income and interest expenses relating thereto are converted at year end mid-rate of exchange as advised by FEDAI. if in profit and written off to Profit & Loss Account. Treasury Bills. commission.2 Foreign currency balances of Indian branches including outstanding forward exchange contracts. and investments in Regional Rural Banks.3 Other income and expenditure transactions of Indian branches are accounted for at exchange rates as ruling on the date of transaction.7 3.4 3. Investments classified as “Held to Maturity” includes debentures / bonds which are deemed to be in the nature of / treated as advances.e. if any. the rates declared by Primary Dealers Association of India (PDAI) / Fixed Income Money Market and Derivatives Association (FIMMDA) are used. Head Office interest free funds and unremitted profit / loss. 3. front-end fees. if in loss. if any.1.1 Financial statements of foreign branches are translated at mid-rate of exchange at the year -end.1 The Investment portfolio of the bank is classified. if any. The accumulated net difference.3 Profit / Loss on sale of investments classified as “Held to Maturity” is recognised in the Profit & Loss Account based on the weighted average cost / book value of the related investments and an amount equivalent of the profit on sale of investments in “Held to Maturity” classification is appropriated to Capital Reserve Account. brokerage and stamp duty. In respect of non-performing securities. in accordance with the Reserve Bank of India guidelines. is carried over. “Held for Trading” comprising investments acquired with the intention to trade. 2.BANK OF BARODA ANNEXURE – A-IV SIGNIFICANT ACCOUNTING POLICIES AS AT 31ST MARCH 2005. while net appreciation. acceptances. For the purpose of valuation of quoted investments in ”Held for Trading” and “Available for Sale” categories. and conform to statutory provisions and practices prevailing in India and the respective countries in which foreign branches are situated. Accounting Conventions: The financial statements are drawn up on a historical cost basis.1. Investments classified as “Held to Maturity” are carried at weighted average acquisition cost unless it is more than the face value. 2. Investments classified as ”Held for Trading” are marked to market scrip-wise and the resultant depreciation is recognised in the Profit and Loss Account while the appreciation. “Available for Sale” comprising investments not covered by (a) and (b) above i. c. into: a. in each category disclosed in the Balance Sheet is provided. Investments classified as “Available for Sale” are marked to market scrip-wise and the resultant net depreciation. 168 3. the market rates / quotes on the Stock exchanges. Translation / Conversion of foreign currencies: 2. unless otherwise stated.8 . between Head Office figures and corresponding figures of foreign branches on account of assigned capital. Cost of acquisition of investments is net of incentives. those which are acquired neither for trading purposes nor for being held till maturity. b.5 3. Kisan Vikas Patras and Certificates of Deposit which has been valued at carrying cost. 2. 1. for which provision is made by applying the Reserve Bank of India prudential norms of assets classification and provisioning applicable to advances. 3. Indira Vikas Patras.2 “Held to Maturity” comprising investments acquired with the intention to hold them till maturity. is ignored. is ignored.

are ignored. Doubtful or Loss assets and provision for losses made on Sub-standard.1. provision is made for the sacrifice of interest measured in present value terms as per Reserve Bank of India guidelines.1 per company.at book value as per the latest balance sheet (not more than 12 months old).10 In respect of Investments at Overseas Branches. 5.03. PSU and Trustee shares . are valued as per norms laid down by Reserve Bank of India.2006 and 100% as on 31. In respect of advances made in overseas branches.9 Government / Approved securities .1.1. The said provision is included under the head ‘Other Liabilities’. amounts received and held in suit-filed sundry deposits.on Yield to Maturity basis. Doubtful 100% of the unsecured portion plus 20% / 30% / 100% of the secured portion depending on the period for which the advance has remained doubtful. 3. 4.4 In respect of rescheduled / restructured accounts.1. Reserve Bank of India guidelines or those of the host countries. Advances: 5.2 Advances in India are classified as Standard. Units of Mutual Funds .2007. if any.1. otherwise Re. 4. advances are classified in accordance with stricter of the prudential norms prescribed by the Reserve Bank of India or local laws of the host country in which advances are made. Sub-standard. Investments are net of securities lent and include securities borrowed under repo arrangements. Interest Rate Swaps: 4. are fully provided for while the profits.3 Provision @ 0. Preference Shares . which are as under: a) b) c) d) e) 3.on Yield to Maturity basis with appropriate credit spread mark . the fair value of the total swap is computed on the basis of the amount that would be receivable or payable on termination of the transactions of the swap agreements as on the balance sheet date. Losses arising therefrom.up.1 The interest rate swap transactions for hedging are accounted for on accrual basis and transactions for trading are marked to market at fortnightly intervals in line with the Reserve Bank of India guidelines. Doubtful and Loss assets as per the prudential norms of the Reserve Bank of India as under: a) b) Sub-standard 10% / 20% (as applicable).2 For the purpose of valuation. the guidelines of the Reserve Bank of India are followed.1. and is included under the head ‘Other Liabilities’ as per Reserve Bank of India guidelines. 100% c) Loss Assets 5. 169 .03. PSU Bonds . 5. wherever applicable. if any.1 Advances are net of interest suspense.2004 for more than 3 years provision for secured portion is made upto 60% as on 31.Investments for which such rates / quotes are not available. in case of doubtful advances outstanding as on 31.03. claims received and provision made for non-performing advances in accordance with the prudential norms prescribed by Reserve Bank of India and revised from time to time. In case of those branches situated in countries where no guidelines are specified. However.03.2005. whichever are more stringent are followed. Equity Shares.at the latest repurchase price / NAV declared by the Fund in respect of each scheme.on Yield to Maturity basis.25% is made on Standard advances (including in respect of investments by way of debentures / bonds in the nature of advances). 5. 75% as on 31.

2 Depreciation on Fixed Assets outside India except computers is provided as per local laws or prevailing practices of the host countries.1 Depreciation on Fixed Assets in India except computers is provided under the written down value basis at the rates prescribed in Schedule XIV to the Companies Act.5 While depreciation on additions is provided for full year. no depreciation is provided in the year of sale / disposal.2 7. unless otherwise stated. 10. 1961. Reserves and Surplus: Revenue and other Reserves include Statutory Reserves created by foreign branches as per applicable local laws and Special Reserves created in earlier years as per requirements of the Income Tax Act. Depreciation: 10. Taxes on Income Income tax is provided according to provisions of the Income Tax Act.1 6. 12. 9. 1961. ‘Premises’ include land and building under construction. if any. Retirement benefits to employees: Contribution to recognised Gratuity Fund. Premises and other fixed assets are stated at historical cost except those premises. subject to consideration of prudence. discount on foreign bills purchased and interest on overdue bills / advance bills is accounted for on actual realisation. tax rates and laws that have been enacted or substantively enacted as on the Balance Sheet date are applied. 13. Deferred tax is provided for. 170 . Income from fees. 10. 1956. Impairment of Assets: Impairment losses (if any) on fixed assets (including revalued assets) are recognised in accordance with the Accounting Standard 28 (“Impairment of Assets”) issued in this regard by the Institute of Chartered Accountants of India. Exchange. 10.6 Leasehold land is amortised over the period of lease. Contingent Liabilities: Provision is made in accounts unless no reliable estimate can be made of the amount of obligation or possibility of future cash flow is remote. 10.4 Depreciation on ATMs is provided on Straight Line Method at the rate of 20%. Revenue Recognition: Income is recognised on accrual basis. Brokerage. 8. While calculating the deferred tax assets / liabilities. In view of the uncertainty of collection of income in cases of non-performing advances and investments. which have been revalued and appreciation.BANK OF BARODA 6. on such revaluation is credited to Capital Reserve.33% as per the guidelines of Reserve Bank of India.3 Depreciation on computers is provided on Straight Line Method at the rate of 33. such income is accounted for only on realisation. 10. 11. Fixed Assets: 6. 10. Commission other than on Government business. based on taxability of income that arises in one period and which is capable of reversal in one or more subsequent periods. Pension Fund and provision for encashment of accumulated leave and additional retirement benefits are made on actuarial basis.

assets and liabilities in foreign currency for the years ended March 31. 2001-02 and 2002-03. as the same. 2. 2. capital expenditure. 2005. ANNEXURE – A-VI Adjustments not carried out in the statement of Profit & Loss and Assets & Liabilities: A. 2002.100 million.40 million and Rs. the Bank has revised its Accounting Policy on Accounting for Effect on Changes in Foreign Currencies (AS 11) issued by the Institute of Chartered Accountants of India (ICAI) and the net loss of Rs. during the years 2000-01. as complying with FEDAI guidelines was mandatory as per RBI guidelines. Auditors’ Qualifications: The effect of adjustments arising from reconciliation / balancing / clearance of outstanding entries. Necessary adjustments arising from Auditors qualifications wherever quantifiable and material in respect of previous years have been carried out while preparing the Statements of Profit & Loss and Assets & Liabilities (Annexure AI & A-II). which is not in accordance with AS-11 (Accounting for the effects of changes in foreign currency rates) issued by the ICAI. expenditure. 2004 and 2005. 1. valuation of/depreciation on investments. outstanding transactions between the Bank and other banks. fixed assets. The contribution to Staff Welfare Fund was appropriated out of profits by the Bank amounting to Rs. the consequential impact of which is not ascertainable. the accounts of 2000-01. During the half-year ended September 30. Others: Profit for the year 2002-03 included prior period income aggregating to Rs. drafts payable. Rs. items of income. including foreign banks.ANNEXURE – A-V Notes to Adjustments carried out: 1. The Bank has carried out necessary amendments in its accounting policies in the relevant years to be in conformity with the said RBI guidelines.40 million and Rs. 2. is not ascertained. depreciation on computers.100 million respectively. credit card receivables. the contribution to Staff Welfare Fund has been debited to the Profit & Loss Account. in Head Office Account. the effect of this change in accounting policy is not given in the previous years. Subsequently.100 million. 2003. B. The exact period to which this income relates is not ascertainable.82. 2001. and differences between General and Subsidiary ledgers could not be carried out. drafts paid. 171 .82. charging premium / discount on Money Market Swaps. respectively.100 million. 1. 481. Branch Adjustment. to provisions and contingencies in the Profit and Loss Account. 31. Accounting Policies: Reserve Bank of India (RBI) has issued various guidelines on income recognition. commission on insurance and Government business. suspense and sundry accounts. inter office transactions. However. To ensure uniform accounting. 2001-02 and 2002-03 have been adjusted by debiting Rs. agencies and financial institutions.80 million has been accounted in the books as loss on revaluation of foreign currency assets and liabilities.20 million. Rs. asset classification and provisioning in respect of non performing advances. clearing accounts. The Bank has adopted FEDAI guidelines in respect of translation of financial statements of foreign branches. C.

Had the same been accounted as per past practice. is not recognized on such securities where the interest / principal is in arrears.3.118.87. which includes Rs.04. was being accrued. which has also been derecognised.a. The guidelines of the Reserve Bank of India applicable with effect from 30. BP.3.2000.30 million has been charged to the Profit and Loss Account for the year.2001.10.1 Interest on SLR securities and Government guaranteed securities which.2001 pursuant to resolution of the board of directors on 24. such employees were entitled to receive compensation by way of ex-gratia payment.80 million accrued as income upto the previous year-end on such investments. the profit would have been higher by Rs.50 million.3 1. from the year of acquisition thereof.2 1. In terms of the VRS.6 million has been included under the head “Other Assets”. been classified into “Held to Maturity” (HTM). Investments: The investments in India which. Considering the objective of the enduring pecuniary benefit. including towards accumulated leave encashment. the total compensation (Rs. 1.2000. 65.2000 vide circular No.4 2. in the opinion of the management. is computed on straight line basis at 33.048/2000-2001 dated 16.09. (other than interest accrued and recognized as income on such investments. but for which the profit for the year on this account would have been lower by Rs. the profit for the year and the related fixed assets would have been higher to the extent of Rs. consequent upon personnel cost reduction the benefit of which.2 million). in respect of which amount has not been separately ascertained). and the amount of Rs. was being provided on Written Down Value basis at the rate of 40% as prescribed in Schedule XIV to the Companies Act. have as per guidelines of RBI issued per its Circular dated 10. 6. 3. Depreciation on non-performing investments in debentures / bonds which.32/21.01.10 million.BANK OF BARODA ANNEXURE – A-VII MATERIAL NOTES ON ACCOUNTS : YEAR ENDED 31st MARCH 2001 1. an amount of Rs. 5030.10. besides their entitlement to other contractual terminal benefits. 1956. But for the change in the method as aforesaid. 1710.3.BC.3 million) towards other terminal benefits is sought to be amortized over the said period. 172 . which upto the year ended 31.33% p. Accordingly. upto the previous year-end. upto the previous year-end. Voluntary Retirement Scheme: Pursuant to the Voluntary Retirement Scheme (VRS) introduced during the year. was being set off against appreciation in debentures / bonds is not set off during the year. 3420. DBOD No. The impact of such classification on the Profit and Loss Account is as under: 1.2000 were implemented with effect from 31. the management accepted the offer of all eligible employees who had opted / offered for voluntary retirement. Unrealized gain on account of appreciation in “Held for Trading” investments is recognized in the Profit and Loss Account during the year. were classified as current. and the additional liability (Rs.01.2001).2 million. 3521. upto the previous year-end. Depreciation: Depreciation on computers. “Available for Sale” (AFS) and “Held for Trading” (HFT).2000.9 million. 195. would accrue over a period of five years (including the year ended 31. including for computers acquired prior to 31. This has resulted in reduction of profit by Rs.

on assets taken over on collection basis. has been amalgamated with Bank of Baroda under the Scheme of amalgamation vide Notification No.70 million). Balancing of Books and Reconciliation 1. Premises includes assets under construction / acquisition amounting to Rs.50 million (Previous year Rs. for the purpose of discharge of liabilities to creditors and depositors of erstwhile BSBL.1 2.40 million). Certain properties of the Bank are stated at revalued amounts. 2. 139.3 The balancing/reconciliation of control accounts with subsidiary ledgers / registers is in progress in certain Branches. No capital reserve of goodwill has been recognized consequent upon amalgamation and no consideration has been paid to the shareholders of the erstwhile BSBL. in the opinion of the management will not be material. the financial results for the year ended 31st March 2003 include the results of erstwhile BSBL branches for the period 20th July 2002 to 31st March 2003. on the Profit and Loss Account and the Balance Sheet. Amounts realized.60 million).2 1. will be payable to the depositors / shareholders of erstwhile BSBL as per the said Scheme. South Gujarat Local Area Bank Ltd. 173 . 3797.2004 for the purpose of reconciliation. The gross amount of the revaluation included in premises as at the year-end is Rs.50 million) and net of depreciation the revaluation amounts to Rs. 535. The amalgamation has been accounted under the Purchase Method as per AS-14 ‘Accounting for Amalgamations’. 2002. 54.1 1. to take effect from 20th June. Leave Encashment and Gratuity has been actuarially valued at Rs. Such liability in respect of terminal benefits comprising Pension. 10.90 million on the basis of EBSBL service conditions and provided under miscellaneous provisions. Amalgamation of Benaras State Bank Limited: Benaras State Bank Limited (BSBL). 437. YEAR ENDED MARCH. etc. provision for the likely liability arising on finalization thereof has been ascertained. Prior Period Items: Profit for the year includes prior period income aggregating Rs.20 million (computed under the purchase method as per AS-14 “Accounting for Amalgamation”) has been absorbed by the Bank. 2002. issued by Government of India. if any. As such. Dividend / Interest / Refund Orders paid / payable. as per due diligence done by a firm of Chartered Accountants appointed by Reserve Bank of India. 2.50 million (Previous year Rs. Drafts / TTs Payable. 2. Initial matching of debit and credit outstanding entries in various heads of accounts included in Inter Office Adjustments has been completed upto 31. However. 2005 1. Ministry of Finance. with effect from June 24. Pending finalization of the service conditions (including terminal benefits) of the employees of the erstwhile BSBL. Amalgamation of South Gujarat Local Area Bank Ltd.15/2000-BOA (ii) dated 19th June. Premises 2. 2004. 13.80 million (original cost) .12.20 million will be distributed to the erstwhile shareholders of SGLAB. FN.YEAR ENDED 31st MARCH 2003 1. The impact. The Bank has taken over the readily realizable assets of erstwhile BSBL against equivalent amount of liabilities. Nostro. Reconciliation of accounts with banks. a scheduled commercial bank. if any. 3882. The net deficit of Rs. 2002. the prescribed date is fixed as 19th July. which is in progress. though not quantified.(Previous year Rs. 2367.2 Execution of conveyance deeds is pending in respect of certain properties aggregating to Rs. 54.. Any future surplus in excess of Rs.3 3.20 million. 481. whose services have been continued upon amalgamation with the Bank.50 million (Previous year Rs. is in progress. has been amalgamated with the Bank in terms of a scheme of amalgamation issued by the Government of India. (SGLAB). 2492.

10 million (previous year Rs. 7380.80 million has been charged to Profit & Loss Account. In terms of RBI guidelines. 28. No provision is made for such disputed demands of income tax keeping in view the judicial pronouncements and/ or counsels’ opinion on the issues. Provision for Taxes Provision for Taxes are arrived at after due consideration of decisions of the appellate authorities and advice of counsels. 5778.30 million during the year towards country risk management.BANK OF BARODA 4. 6. The Bank has made a provision of Rs. 174 . the Bank has during the year transferred a portion of Government Securities (SLR) kept in “Available for Sale” category to “Held to Maturity” category.20 million) adjusted by the Department/paid by the Bank in respect of disputed tax demands. The resultant depreciation of Rs. 5. Tax paid in advance/tax deducted at source appearing under “Other Assets” includes Rs. 7151.

(14) Bhilwara Ajmer Kshetriya Gramin Bank..Ramakrihsnan.03. (18) Surat Bharuch Gramin Bank. (3) Allahabad Kshetriya Gramin Bank.Ramakrihsnan. (5) Nainital Bank Limited.. The transactions with Subsidiaries and associates have not been disclosed in view of Para 9 of AS-18 – Related Party Disclosure. CMD from 1. upto 4.02 P S Shenoy. (6) Bank of Baroda (Botswana) Limited. (9) Shahjahanpur Kshetriya Gramiin Bank. (8) Bank of Baroda (Uganda) Limited. (4) BOB Cards Ltd.04 K.05. (15) Dungarpur Banswara Kshetriya Gramin Bank. The Subsidiaries and associates as at 31. which exempts state controlled enterprises from making any disclosure pertaining to their transactions with other related parties that are also state controlled.8. ED from 27. in Millions Year Remuneration Name of the party 2002-03 1. (16) Panchmahal Vadodara Gramin Bank. CMD 2003-04 1.04 Sep-05 0.2. and (12) Bank of Baroda (Tanzania) Limited.05 are as under: (a) Subsidiaries: (1) BOB Housing Finance Limited.47 A K Khandelwal.2. (9) Bank of Baroda (Hong Kong) Ltd.ANNEXURE A-VIII Related Party Transactions: The Related party transactions are as under: Remuneration to Key Management Personnel are as under: Rs. ED from 18.05 K. 175 . and 19 Regional Rural Banks sponsored by the Bank. (13) Bundi Chittorgarh Kshetriya Gramin Bank. (11) Marudhar Kshetriya Gramin Bank.05 P S Shenoy CMD upto 28.00 P S Shenoy. (b) Associates: Indo Zambia Bank Limited. (12) Aravali Kshetriya Gramin Bank. ED upto 8. (1) Raebareli Kshetriya Gramin Bank. (7) Bank of Baroda (Kenya) Limited. (P) Ltd. (8) Bareilly Kshetriya Gramin Bank. (11) BOB (UK) Ltd. (4) Kanpur Kshetriya Gramin Bank. UTI Asset Management Co. (2) BOB Asset Management Co.3.82 A K Khandelwal. and (19) Jhabua Dhar Kshetriya Gramin Bank. ED A K Khandelwal ED. (3) BOB Capital Market Limited. (10) Bank of Baroda (Guyana) Inc.05. (10) Nainital Almora Kshetriya Gramin Bank.6. (5) Pratapgarh Kshetriya Gramin Bank. (17) Valsad Dangs Gramin Bank. CMD 2004-05 0. (2) Sultanpur Kshetriya Gramin Bank.. Ltd. (6) Fatehpur Kshetriya Gramin Bank.. A C Mahajan. CMD A K Khandelwal.6. (7) Faizabad Kshetriya Gramin Bank.

977 7.982 491.184 93.188 895.305 355.843 1.855 36.09. in Millions Sr.514 2.054 73.09.178 431.856 863.368 833.030 73.703 6.Business Segments Rs.B : Geographic Segments Sr.501 946.03 67.951) 12.653 38. 1 Particulars Segment Revenue (a) Treasury Operations (b) Other Banking Operations Total Segment Results (a) Treasury Operations (b) Other Banking Operations Total Unallocated expenditure Profit before Tax Provision for Tax Net Profit Other Information Segment Assets (a) Treasury Operations (b) Other Banking Operations Total Unallocated Assets Total Segment Liabilities (a) Treasury Operations (b) Other Banking Operations Total Unallocated Liabilities Total Part.914 38.631 1.834 691.09.323 5.927 87.247 1.070 911.659 9.049 38.04 35.592 659.154 841.397 764.628 Year Ended 31.047 16.200 747.016.333 946.285 6.870 1016.431 Year Ended 31.298 851.05 35.329 5.950 911.681 1.670 Year Ended 31.063 Period Ended 30.113 11.03.070 999.789 86.03 35.431 .699 1.04 22.A-IX Segment Reporting: Part A .03. 1 Particulars Revenue (a) Domestic (b) International Total 2 Assets (a) Domestic (b) International Total Year Ended 31.087 429.362 (2.431 344.306 5.03. No.05 40.932 405.392 2.781 104.047 16.428 6.723 38.622 824.403 402.967 10.508 11.386 2.132 17.691 466.05 71.133 3.561 152.203 19.129 78.997 458.03.03.141 145.661 19.178 Year Ended 31.562 6. No.287 8.642 473.863 6.794 9.212 8.493 923.683 946.314 911.362 801.678 9.077 77.771 17.642 Period Ended 30.124 764.883 764.046 764.04 73.539 25.902 35.661 744.532 5.BANK OF BARODA ANNEXURE.155 419.959 24.128 7.259 38.906 339.592 14.09.087 422.997 Period Ended 30.306 784.109 17.638 15.039 541.836 3.178 424.768 Period Ended 30.322 1.543 73.977 921.316 851.087 176 Year Ended 31.759 78.03.859 421.507 77.309 105.068 107.997 456.521 4.642 469.605 3.05 19.683 127.160 2 3 341.220 346.017 5.04 42.826 23.856 996 5.016.019 851.

2001 31.304. in Millions 1.03.00 1.70 2.943.27 Rate of Dividend (Percent) 40 40 60 65 50 Amount of Dividend Rs.184.943.34 294.00 294.2004 31.932.39 2.42 2.03.77 1. Year Ended 31.26 293.43 1.669.150.03. In Million 2.38 2.943.ANNEXURE – B Statement of Dividends declared by the Bank.2005 Equity Capital Rs.03.34 293.932.2003 31.62 2.2002 31.65 No of Shares in million 296.927.03.56 177 .

52 20.52 50.41 20.49 408.00 12.36 1.872.57 4.44 104.17 623.00 793.10 150.60 362.46 216.45 7.723.91 300.650.486. NO.313.73 11.36 6.270.324.643.09 0.63 585.01 11.37 2.12 5.91 3.55 75.2005 99.78 406.671.60 268.85 2.48 269.651.241.14 4.92 5.80 190.01 40.25 40.in million) S.39 9.97 LIMITED REVIEW 30.11 21.00 3.56 330.00 0.46 82.48 4 5 6 7 8 2 3 4 5 178 .843.23 20.92 208.24 236.76 27.099.09.00 0.87 739.00 0.786.49 12.77 7.00 0.308.104.45 34.76 4.06 1.77 1.42 150.00 4.24 3.09 56.355.480.42 7.210.41 3.35 449.632.51 22.59 2.236.40 0.44 21.477.93 18.00 497.66 2.42 150.13 28.78 859.347.01 344.77 4.28 5.00 596.97 425.00 3.34 3.571.04 68.30 554.58 171.51 10.12 0.09 2.03 1. (A) 1 2 3 ASSETS Cash in Hand Balance With RBI Balance With Banks a)In Current A/c b)In other Deposit A/cs Money At Call & Short Notice Investments Advances Fixed Asset Less:Revaluation Reserve Net Fixed Assets Other Assets TOTAL (A) (B) 1 LIABITIES DEPOSITS Demand Deposits From Bank From Others Saving Deposits Term Deposits From Banks Term Deposits From Others Borrowing Other Liabities & Provisions TOTAL (B) (C ) (D) (E) Net Assets(C=A-B) Share Capital Share Application Money 485.79 3.34 1.89 1.24 1.11 334.786.35 120.550.80 1.02 489.82 180.05 6.190.72 72.03 86.07 199.00 645.700.498.17 178.33 223.524.24 207. SUMMARY STATEMENT OF ASSETS AND LIABITIES (Rs.95 7.812.186.92 1.00 1.BANK OF BARODA The Nainital Bank Ltd.028.953.95 0.11 472.50 4.87 435.08 283.741.097.00 AUDITED FINANCIAL YEARS ENDED 31 ST MARCH 2001 2002 2003 2004 2005 64.00 0.26 21.52 18.554.78 50.00 0.99 8.627.600.07 233.46 11.228.13 1.80 1.50 2.67 8.27 768.907.41 36.98 62.30 45.74 50.15 48.31 3.18 531.11 63.29 1.51 25.41 408.60 651.69 5.00 4.551.08 10.98 234.52 286.57 1.41 43.093.019.

74 21.09.91 1.08 NIL 47.76 501.93 2005 609.52 15.35 NIL 6.48 3.41 3.89 2.25 2.70 2002 258.35 NIL 6.38 0.93 179 .41 799.74 NIL 12.27 35.04 0.03 39. NO.31 172.00 2.67 71.41 589.00 609.93 LIMITED REVIEW 30.67 21.43 0.13 404.27 2.17 6.099. (F) 1 2 3 3 5 6 Reserve And Surplus Statutory Reserve Capital Reserve A)Revaluation Reserve Share Premium Investments Fluctuation Reserve Revenue & Other Reserve Balance In Profit & Loss A/c TOTAL Less:Revaluation Reserve TOTAL (F) TOTAL (D+E+F) (G) 1 2 3 4 CONTINGENT LIABITIES Claim Against The Bank not Acknowledged Debt Liabities for Partly paid Investments Gurantees Given On behalf of Constituents Acceptances.20 AUDITED FINANCIAL YEARS ENDED 31 ST MARCH 2003 425.51 20.74 236.00 3.34 29.55 108.10 739.00 522.80 188.00 33.10 20.51 172.13 115.37 22.00 112.46 96.41 265.41 13.41 115.in million) SR.60 21.96 24.01 1.92 147.05 32.Endorsements and Obligations TOTAL (G) Bills of Collection 2.91 2001 208.92 128.50 0.28 208.20 2004 522.79 21.16 2.52 236.52 286.31 20.42 651.93 186.26 4.53 NIL 21.42 554.52 21.63 39.2005 820.91 27.15 52.04 89.30 0.SUMMARY STATEMENT OF ASSETS AND LIABITIES (Rs.04 21.00 100.00 147.38 60.36 258.42 20.18 20.69 10.18 138.93 15.09 NIL 72.42 20.76 115.80 188.00 112.14 0.00 425.55 21.62 97.81 820.

04 253.26 13.72 338.3 1.56 2.91 3.60 24.96 1.53 370. And Other Inter Bank Placements Others OTHER INCOME Commission.28 19.98 14.40 212.B.75 176.36 12.3 2.18 180 .41 10.00 8.BANK OF BARODA SUMMARY STATEMENT OF PROFIT & LOSS (Rs.28 0.I.2005 429.78 14.16 0.53 322.57 1.58 485.14 195.77 10.3 2.67 19.38 625.67 1.41 0.10 125.23 389.52 3.97 0.12 0.12 INCOME Interst Earned Interst & Discount on Advances/Bills Income On Investment Interst on Balances with R.25 13.65 0. Allowances and Expenses Auditors’ Fees & Expenses(Including Branch Auditor’s Fees & Expenses) Law Charges Postage.80 73.76 174.71 130.14 15.3 2 2.60 0.In million) SR.39 372.66 LIMITED REVIEW 30.06 169.17 497.71 0.38 0.56 15.03 182.09 0. Telephones.1 1.6 2.02 0.05 0.76 0.07 113.00 3.45 0.63 144.11 0.06 11.56 0.26 376.45 17.87 161.04 588.8 2.13 376.30 0.93 34.83 364.84 233.01 17.68 0.09 3.44 0.49 1.37 94.68 618.49 10.41 52.1 1.48 1.9 2.11 15.1 2.78 829.50 4.17 0. Exchange And Brokerage Proft/Loss On Sale Of Investments Interst on Income Tax Refund Miscellaneous Income TOTAL INCOME EXPINDITURE INTEREST EXPENDED Interest on Deposits Interest On R.44 130.56 1.44 1.63 17.67 14.69 AUDITED FINANCIAL YEARS ENDED 31 ST MARCH 2001 564.14 215.99 -2.62 0.85 662.59 190.41 1.01 113.15 831.31 0.06 368.70 17.34 47.02 0.98 306.2 1.39 0.84 364.69 0.44 3.45 605.16 255.47 2003 673.09.15 3.2 1.70 4.2 2.06 154.62 16.57 1.15 0.33 138.49 0.36 190.14 20.62 545.53 94.54 2005 735.32 0.48 150.4 B 1 1.20 368.40 4.56 4.69 31.23 0.99 23.49 0.Telegrams.37 98.11 2.66 9.35 13.10 0.21 16.74 0.35 29.17 3.19 343.48 0.B. A 1 1. NO.05 0.4 2 2.Taxes and Lighting Printing and Stationery Advertisement and Publicity Depreciation on Bank’s Property Director’s Fees.etc Repair and Maintenance Insurance Other Expenditure TOTAL EXPENDITURE 343.29 5.31 0.88 2.05 2.20 364.77 2002 632.38 2004 700.51 0.75 2.39 0.39 0.11 2.21 1.60 181.89 0.7 2.99 17.89 116.66 0.60 3.38 1.98 1.96 1.05 369.15 0.5 2.09 5.78 0.1 2.2 2.39 16.52 2.41 0.39 55.20 721.I/Inter Bank Borrowing Others OPERATING EXPENSES Payments to and Provisions For Employees Rent.10 2.4 2.66 389.

2005 112.39 12.28 57.81 16.34 6.73 34. NO.51 60.39 122.39 211.18 206.81 181 .07 97.34 83.95 122. Gross Profit before Provisions & Contingencies LESS: Provisions & Contingencies Profit after Provisions & Contingencies LESS: Short Provisions Relating to earlier Years ADD: Excess Provisions of earlier years Written Back ADD: Profit Brought Forward Profit Available for Appropriation APPROPRIATIONS Transfer To: a) b) Statutory Reserve Revenue & Other Reserve: a) Investment Fluctuation Reserve b) Other Reserve c) d) Proposed Dividend Dividend Tax(including Surcharge) Balances Carried Over To Balance Sheet TOTAL 2.50 0.88 122.18 66.80 40.00 0.28 115.50 3.25 117.25 1.00 AUDITED FINANCIAL YEARS ENDED 31 ST MARCH 2001 2002 2003 2004 2005 91.79 0.62 0.47 32.68 60.09. in million) SR.08 57.36 76.98 76.96 57.28 32.30 30.81 60. SUMMARY STATEMENT OF PROFIT & LOSS (Rs.71 0.49 51.00 0.03 75.00 18.16 113.28 30.85 40.24 59.50 2.72 30.58 7.00 1.20 22.34 113.74 113.90 7.93 0.88 22.The Nainital Bank Ltd.00 30.34 60.82 0.00 6.34 LIMITED REVIEW 30.50 19.00 17.08 0.

28 1.13 0.00 0.07 0.00 2.30 8.03 0.08 29.00 1.42 182 640.23 344.42 0.37 1.81 8.36 1.50 0.00 459.51 0.33 0.00 0.38 7.00 27. Expenses Interest Derecognised Provision for NPA Provision for Contingencies Bad Debts Written Off Debenture issue Expenses Written off/ Preliminary exp.81 1.02 0.13 0.56 0.62 401.30 0.76 0. Period ended 2002 2003 2004 2005 Sep 05 527.12 0.00 433.54 0.01 0.90 212.00 0.37 0.49 17. million Financial Year Ended March 31.17 0.27 0.13 0.02 0.00 0.70 0.23 509.00 0.98 0. TOTAL EXPENDITURE Profit (Loss) Before Tax 139.00 0.42 1.16 0.64 3.12 120.88 0.00 0.82 0.19 0.11 1.00 0.00 0.83 2001 INCOME Interest on Housing Loans Interest on Investments Interest on Bank Deposits Interest on Loans Against Company Deposits Fee and Other Charges Other Income Profit on sale of Assets Profit on sale of Investments Dividend Recovery of Interest decrecognised in previous year Recovery of Debt Written off TOTAL INCOME EXPENDITURE Interest on Term loans from Bank of Baroda Intrest on Term loans from other Bank Interest on Refinance from NHB Interest on Bonds Exchange Difference Bank and Commitment charges Interest Tax Staff Expenses Rent.69 0.03 0.55 2.00 176.00 1.44 0.06 0.12 0.00 13.53 0.28 93.00 12.44 0.00 27.00 0.73 0.89 1.01 0.99 0.03 1.00 0.20 0.00 226.60 302.90 49.63 2.00 691.29 0.00 26.00 178.00 0.88 0.00 61.17 0.63 1.00 0.60 151.51 175.48 0.17 0.00 573.00 0.41 1.49 32.77 0.07 0.00 0.69 1.39 118.27 0.49 0.89 0.49 1.00 0.60 10.04 2.00 0.03 1.50 0.55 0.71 0.83 42.00 0.99 16.80 0. Rates & Taxes Repairs and Maintenance Electricity & Water Charges Insurance Travelling and Conveyance Printing & Stationery Postage & Telephone Advertisements Loss on sale of Assets/ written off assets General Office Expenses Auditors Remuneration Professional/Legal & Other Certification Charges Depreciation on Fixed Assets Depreciation on Investments Misc.23 538.50 0.00 0.55 0.14 1.31 0.20 22.26 0.75 1.00 43.30 0.81 1.44 1.00 4.00 26.13 1.02 5.12 0.71 0.06 14.00 46.00 0.24 0.00 0.00 0.67 123.81 0.00 0.01 0.96 0.81 0.00 2.03 56.00 0.89 0.03 1.00 602.01 1.64 2.00 0.98 11.00 0.00 0.82 9.32 0.00 0.22 0.00 2.88 .00 9.40 0.00 462.47 0.60 0.00 0.87 0.27 0.00 9.07 16.38 1.04 0.75 0.83 428.02 0.00 0.03 0.00 293.37 0.30 0.01 1.02 1.08 343.03 0.23 0.00 9.05 116.00 0.83 0.00 8.56 0.00 0.00 33.00 13.99 39.00 0.00 1.07 2.68 0.00 0.00 0.21 1.38 3.00 0.BANK OF BARODA ANNEXURE D BOB Housing Finance Limited Summarised Profit and Loss Account Amount in Rs.19 1.75 2.00 0.79 1.00 7.23 0.00 180.06 0.86 46.48 0.60 16.02 1.73 0.68 0.23 568.92 0.81 0.00 0.00 0.01 1.00 0.00 0.13 0.38 2.00 0.10 0.09 140.00 0.01 0.00 1.00 0.28 0.00 0.63 1.00 7.

55 55.00 0.41 55.00 0.46 -0.00 0.54 0.68 150.00 4.69 20.14 1.25 150.53 159.48 32.00 0.00 2.00 72.00 88.29 0.17 8.00 0.84 Financial Year ended March 31.00 1.00 405.89 0.25 0.00 0.67 139.78 0.00 0.70 22.31 0.00 0.67 1.33 3.00 200.09 23.74 5.54 70.00 0. million 2001 LIABILITIES Share Capital Special Reserves General Reserves Profit & Loss Account Term Loan from NHB Term Loan from BOB Term Loans from Other Banks Deffered Tax liabilities Unsecured Redeemable Bonds Interest Accured and Due on Deposits Short Term Loans from BOB/NHB Home Loan Account Non Cumulative Deposit Cumulative Deposit Current Liabilities Provisions TOTAL LIABILITIES 150.056.00 1.00 27.577.65 0.00 405.00 200.40 56.00 150.47 0.83 137.53 45.00 56.00 0.81 61.861.00 0.68 144.61 4.00 18.00 0.02 0.07 48.491.00 0.24 121.93 0.66 150.55 426.00 2.00 0.00 0.00 61.00 310.29 18.89 3.00 0.00 104.00 20.46 121.41 2.63 12.00 0.00 273.69 45.00 3.33 1.03 93.795. 2002 2003 2004 0.00 0.00 0.00 0.17 0.58 150.00 0.00 0.BOB Housing Finance Limited Summarised Profit and Loss Account Amount in Rs.85 27.07 73.00 0.00 200.03 1.00 -0.82 94.45 135.87 1.95 0.00 0.00 0.441.906.00 5.00 200.14 2.596.00 53.00 2005 0.25 0.55 582.55 Period ended Sep 05 0.02 110.00 0.88 0.276.89 11.00 0.00 0.83 1.13 0.00 45.56 5.14 130.135.00 0.89 504.00 169.24 -0.92 0.00 0.50 0.00 0.87 36.00 56.00 0.41 0.05 86.20 222.84 20.67 2.00 0. Year Profit available for Apportionment Transfer to Special Reserves General Reserves Dividend on Equity Shares Dividend Distribution Tax Surplus Carried to Balance Sheet Financial Year ended March 31.68 0.00 0.25 20.00 56.45 66.605.00 0.00 3.00 0.00 30.26 0.14 0.31 0.85 0. million 2001 Provision for IT of earlier years/(Refund) Provision for Income Tax Deferred Tax income/(expense) Profit (Loss) After Tax Less: Prior Period Taxation Add: Prior period Adjustment Less: Prior Period Adjustments Surplus Brought forward from Prev.118.01 37.00 2.00 0.75 6.80 18.14 Summarised Statement of Assets and Liabilities Amount in Rs.00 40.95 46.00 0.00 0.00 0.84 546. 2002 2003 2004 2005 Period ended Sep 05 183 .65 0.00 0.46 121.00 225.637.249.00 0.83 0.00 32.19 0.861.00 0.81 4.00 0.00 0.30 66.00 0.08 0.00 18.56 0.29 0.38 3.00 0.00 0.00 0.722.

00 3.00 2005 0.12 138. 2001 Income Tax Matter under dispute 0.28 10.27 5.00 19.605.08 1.32 2002 0.06 125.00 5. However.00 Note: The company has not made provision for income tax in the books of accounts for the half year ending September 05.24 2.88 0.25 5.68 4.00 Period ended Sep 05 0.05 153. company has paid advance Income Tax Rs.249.89 0.60 0.00 4. million Financial year ended March 31.00 23.16 0.28 55.53 76.21 5.04 23.01 29.00 3.77 0.22 3.899.637.84 Contingent Liabilities not provided for Amount in Rs.13 2.04 10.719.40 0.52 123.00 0. Expenses to the extent not written off Deffered Tax Assets TOTAL ASSETS 5.93 0. 113 lacs during the half year ending September 05.07 10.34 6.185.86 10.BANK OF BARODA BOB Housing Finance Limited Summarised Assets and Liabilities Statement Amount in Rs.00 4.90 0.41 10.00 0.67 153.50 0.20 124.22 3.545.00 6.04 78.22 103. 2001 2002 2003 2004 2005 Period ended Sep 05 ASSETS Fixed Assets Investments Housing Loans Loans & Advances Cash in Hand Cash in Bank Fixed Deposit MBS PTC B Other Current Assets Misc.861.13 0.45 4.31 4.81 0.96 144.49 130.17 126.76 10.80 37.00 3.58 5.00 3.67 31.118.61 2.556.861.427.66 4. million Financial year ended on March 31.00 0.23 1.19 4.31 96.09 64.37 2004 0.81 0.00 0.77 2003 0.13 9. 184 .00 14.00 0. which is made on yearly basis at year end.

65 0.02 0.58 1.21 0.00 0.45 0.10 2.05 20.04 5.00 1.00 0.16 0.51 17.05 1.05 12.51 1.45 2.29 0.05 13.26 185 .55 0.86 4.27 4.56 2.13 3.33 0.21 6.60 5.65 0.76 4.87 4.56 0.67 0.61 14.80 0.17 33. expenses written off Preliminary expenses written off Total Expenditure Profit before Tax Prov.41 2.00 0.34 0.68 0.36 67.76 67. for tax Prior period expenses Prior period IT Adj Prior period adjs Profit after tax Profit & Loss B/F Balance to B/Sheet 2.61 0.22 0. Income Total Income EXPENDITURE Staff Expenses Rents.02 52.08 0.56 10.00 3.37 0.08 11.10 4.00 0.89 0.02 0.45 0.66 0.04 21.04 0.50 2.00 -0.02 0.12 0. for deffered tax Prov.43 3.00 10.18 -1.80 0.15 4.16 26.02 6.91 7.06 0.11 2.62 2.32 4.13 64.38 0.11 62.53 31/03/2003 11.05 9.00 8.73 2.95 0.50 63.02 0.25 0.37 3.38 0.66 0.22 29.43 0.66 0.41 38.00 0.59 0.00 0.80 0.03 31/03/2004 9. rates etc.78 1.00 0.52 8.30 0.75 0.13 0.40 0.76 0. Legal & Professional Fee Auditor’s fees Advertisement Other Operative Expenses Depreciation Dep in Investments Loss in conv Def.37 0.00 0.00 0.03 9.09.02 0.02 0.42 16.71 3.14 1.ANNEXURE E BOB ASSET MANAGEMENT COMPANY LIMITED SUMMARISED PROFIT & LOSS ACCOUNT (Rs.71 52.94 73.08 31/03/2002 12.74 3.26 7.00 1.83 0.00 0.50 0.41 0.33 2.47 2.45 0.60 -0.05 14.67 0.72 0.30 0.00 0.01 0.01 31/03/2005 6.11 4.00 5.40 0.03 22.23 4.12 2. In million) As per the Audited Accounts as on 31/03/2001 INCOME Interest Dividend Management Fee Profit on sale of Investment Income Tax Refund Misc.00 0.01 0.02 0.58 62.26 Reviewed Upto30.00 1.12 10.86 73.05 18.42 12.00 0.52 0.05 3.82 0.00 0.00 0.02 0.00 4.79 0.47 2.79 3.62 75.54 0.

13 1.05 186 .38 29.62 18.13 21.80 7. In million) As per the Audited Accounts as on 31/03/2001 LIABILITIES Share Capital Reserves & Surplus Current Liabilities Total Liabilities ASSETS Fixed Assets Investments Current Assets Misc exps not w/o Total Assets 1.44 200.BANK OF BARODA SUMMARISED STATEMENT OF ASSETS & LIABILITIES (Rs.86 299.12 12.59 165.55 18.14 1.81 68.37 56.32 132.32 2.41 189.80 5.25 1.44 1.31 1.82 223.00 73.31 3.00 52.37 47.72 7.02 280.25 100.32 200.00 62.09.00 67.24 164.70 106.10 100.10 31/03/2002 31/03/2003 31/03/2004 31/03/2005 Reviewed Upto30.28 280.83 200.54 299.20 122.00 62.52 292.04 292.56 23.19 183.00 75.14 200.83 2.13 164.97 183.58 281.55 281.28 204.86 13.18 117.

000.53 4.92 1.35 2.00 - 1.69 2.89 1.94 549.193.19 141.02 198.87 4.152.28 6. Loans and Advances Current Assets Stock in Trade Interest Accrued Sundry Debtors Cash and Bank Balances Loans & Advances Total Current Assets Less: Current Liabilities & Provisions .50 (0.68 2.53 1.42 14.90 1.11 6.18 1.80 0.40 6.03 0.40 100.74 42.150.70 32.69 160.37 3.68 0.89 1.00 600.87 0.54 533.95 49.73 5.26 143.187.84 130.69 5.74 78.66 3.49 1.145.56 2.35 2.00 44. 187 .52 - 0.15 2.75 0.05 30.11 1.69 The figures are rearranged and/or regrouped wherever necessary in order to make them comparable with those of financial year 2004-05.78 18.54 32.85 8.63 2.47 23.37 5.83 1.151.880.00 1.165.10 0.74 - 14.792.57 98.016.49 131.48 3.00 41.Share Capital .353.85 19.03 23.90 2.56 535.17 2.92 0.19 0.39 12.33 3.04 50.30 2.00 1.83 195.81 0.152.00 71.57 - 16.70 1.088.050.000.ANNEXURE F BOB Capital Markets Limited Summarised Statement of Assets & Liabilities For the year ended as at 31st March Rs.90 3.089.Provisions Net Current Assets Debit balance in P/L account TOTAL 2002 2003 2004 2005 100.69 100.39 2.16) 3.990.45 - 5.15 3.020.016.87 0.67 17.Reserves & Surplus 2 Loan Funds: Unsecured Loans 3 Deferred Tax liability net of deferred tax assets TOTAL APPLICATION OF FUNDS 1 Fixed & Intangible Assets: Gross Block Less:Depreciation Net Fixed & Intangible Assets 2 Investments 3 Current Assets.00 20.000.59 9.012.00 64.Liabilities .37 1. in million For the half year ended as at 30th Sep 2005 2001 SOURCES OF FUNDS 1 Shareholders Funds: .006.193.27 3.000.020.70 0.10 600.64 2.39 2.70 3.050.28 12.27 0.30 5.81 171.33 0.16 9.00 - 600.

90 18.50 6.19) 0.55 9.43 58. 188 .51 5.65 2.78) (41.96) (193.93 0.10) 23.BANK OF BARODA BOB Capital Markets Limited Summarised Statement of Profit & Loss Account For the year ended as at 31st March 2001 INCOME From Merchant Banking From Primary Dealership From Bank Deposits Others Total Income EXPENDITURE Interest Operating Expenses Payments to & Provisions for Employees Administrative & Other Expenses Depreciation & Amortisation Total Expenditure Interest from investment written off: on NCDs (KFL) on FCDs (DSL) Profit From Operations Add: Doubtful Debts of earlier years recovered Less: Provision for Doubtful debts Add: Prior period income / expenses (net) Add : Excess Provision of earlier year w/back Less: Permanent Investments written off Profit / (Loss) before tax Add: Increase/ decrease in Deferred Tax Assets net of deferred tax liabilities Less: Provision for Income Tax Less: Fringe Benefit Tax Profit / (Loss) after tax Less: Short provision of Income Tax of earlier year Add: Excess provision of Income Tax of earlier year Profit availabale for appropriation / (Loss) Appropriations: Transfer to Statutory Reserve Fund Proposed Dividend (Final) Tax on Final Dividend Balance carried to Balance Sheet 6.77 1.52 266.70) (23.00 113.37 8.17 75.29 (96.99 0.59 0.32 0.28 0.73 293.21 0.56 0.85 43.25 9.90 2005 10.70 1.56 14.45 117.30 10.00 7.65 2.23 92.52 0.28 11.31) (0.00 2004 20.12 0.02 0.26 63.57 3.46) 0.48 0.24 (23.13 19.99 22.19 (23.34) 1.05 (0.51 5. In Millions) For the half year ended as at 30th Sep 2005 9.70 7.81 0.93 6.72 6.38 2.21 65.94 0.02 2.27 72.26 0.34 2.29 278.00 6.71 111.06) 0.28 (192.86 5.13 177.67 The figures are rearranged and/or regrouped wherever necessary in order to make them comparable with those of financial year 2004-05.70) 2003 9.05 14.55 96.11 64.05 13.25 23.27 0.78) 2002 4.01) 0.33 181.15 4.20 (106.03 1.71) 0.49 1.87 1.11 0.20 8.96) (193.64 (18.33 96.16 0.79 47.02 (194.38 314.84 (0.69 21.96) (Rs.98 0.23 0.67 10.17 177.61 1.34 13.85 3.98 (0.23 30.78) (41.17 26.72 96.24 137.68 (41.06) 74.79 0.78) (41.50 0.35) (193.40 60.56 4.69 158.05 3.98 0.45 2.57 3.46) (23.

045.61 883.59 200.56 9.00 628.31 726.50 22.57 1.79 47.11 200.66 1019.26 26.46 181.22 10.66 937.87 45.90 764.50 55.18 928.74 26.233.89 27.18 162.11 39.42 778.79 2. Loans & Advances a) b) c) Bank Balance Card Outstandings Other Current Assets.87 Less : Current Liabilities & Provisions a) b) 89. in million Six months ended 30th Sep 2005 (Limited review) Year ended March 31 ITEMS Sources of Funds a) b) Share capital Reserves & Surplus 100.61 Net Block Current Assets.57 13.04 937.46 790.50 200.00 94.94 129.28 1046.44 33. Loans & Advances Current Liabilities Provisions 57.63 16.43 50.12 764.421.30 41.59 50.60 486.46 2001 2002 2003 2004 2005 1.38 903.055.68 760.41 36.97 24.11 Loan Funds Unsecured TOTAL Application of Funds Fixed Assets a) b) Gross Block Less: Depreciation 22.055.90 1.00 210.25 11.32 1.20 65.00 77.12 1.18 2.07 9.72 200.68 8.72 753.72 316.73 1037.57 73.00 141.12 787.30 226.01 165.00 120.000.41 1046.222.00 59.06 22.13 10.92 616.80 595.38 29.233.11 Net Current Assets TOTAL 189 .50 2.48 913.01 31.00 116.38 67.ANNEXURE G BOBCARDS LIMITED STATEMENT OF ASSETS AND LIABILTIES Rs.24 19.94 156.67 1.22 787.87 69.022.

13 6.20 41.07 0.00 23.32 15.09 1.Excess Provision of tax earlier years written back Add:.30 0.00 68.89 0.14 0.00 0.55 91.60 3.00 0.00 0.00 0.87 63.00 0.Bonus Points Redemption Profit available for distribution and appropriation 5.01 99.44 228.72 87.43 102.00 11.49 0.40 28.14 Year ended March 31 ITEMS Commission.00 10.03 2002 315.Prior years expenses Add: .00 44.28 1.00 39.87 224.50 0.00 0.02 86.00 0.10 0.Excess provision of tax earlier years written back Less:.59 16.85 48.16 2004 316. membership & renewal fees and other income Less: Operating expenditures except .00 0.48 2.61 20.00 0.72 82.03 215.42 0.91 12.41 0.04 33.65 3.59 24.67 0.Current and deferred tax Less: .00 45.00 0.97 59.00 0.BANK OF BARODA BOBCARDS LIMITED SUMMARIZED PROFIT & LOSS ACCOUNT Rs.Short provision for earlier years -tax Profit After Tax (PAT) Less: .50 70.18 58.00 0.52 0.00 42.52 0.00 2.16 0.59 37.42 78.19 2. provisions and deprecations Operating Profit Less: Write-offs & Provisions Profit Before Depreciation and Tax (PBDT) Less: Depreciation Profit Before Tax (PBT) Less: .00 190 .17 2005 482.82 39.49 31.57 17.57 68.07 0.69 234.03 14.00 18.92 0. service charges.82 18. in million Six months ended 30th Sep 2005 (Limited review) 263.01 26.03 4.30 2003 327.40 176.33 66. write-offs.39 61.48 2.29 384.30 57.00 0.38 2001 325.54 0.65 0.34 1.Prior years income Add: .00 0.88 98.

64 0.00 4.58 107.00 0.00 4.00 2.00 4.00 0.00 9.00 0.55 0.00 0.4 1.7 0.78 277.00 0.bldg.50 LIMITED REVIEW Half-Year ended Sep-05 8.00 54.00 97.51 172.63 3.4 2.1 1.68 67. 2001 Exchange Rate 1LC= IRS A 1 1.00 0.35) 0.00 0.00 0.00 0.21 35.00 0.12 0.21 2004 9.08 148.5 2.73 0.27 2005 9.00 2.69 10.69 5. No.3 1. I SUMMARY STATEMENT OF PROFIT AND LOSS (Rs.00 10.00 0.00 2.28 0.00 0.78 8.12 34. from Subsidiaries/companies/ joint ventures in India Amount transferred from interbranch transactions blocked account Miscelleneous Income TOTAL INCOME 8.00 0.80 5.3 2.00 0.2 1.98 191 .09 0.16 15.2 2.00 114.61 0.00 0.29 0.22 1.06 0.00 0.00 0. & other assets (Net) Profit on exchange transaction (Net) Income earned by way of dividends etc.00 4.00 10.97 0.00 0. in million) Sr.00 0.00 0.10 0.00 59.00 0.81 0.38 0.00 0.30 18.55 10.25 6.5 2 2.00 9.00 0.00 3.10 2003 9.18 0.00 (0.8 0.00 0.ANNEXURE H BANK OF BARODA (BOTSWANA) LTD.00 22.55 0.00 0.1 2.6 INCOME Interest Earned Interest & Discount on advances/bills Income on Investment Interest on balance with RBI and other Inter Bank Lending Interest on Income Tax Others OTHER INCOME Commission. Exchange Brokerage Profit on sale of investments (Net) Profit on revaluation of investments(Net) Profit on sale of land.82 98.00 13.40 2.16 AUDITED FINANCIAL YEAR ENDED 31ST MARCH 2002 7.70 0.20 5.03 0.75 11.86 10.

00 0.86 2.10 2003 9.00 0.65 8.08 1.39 2.3 1 2 3 4 5 EXPENDITURE Interest Expended Interest on Deposits Interest on RBI/ Inter-Bank borrowings Others Operating expenses Payment to & provision for employees Rent.94 156.76 0.60 1.94 2.83 29.58 0.57 0.57 0.26 0.34 113.52 0.00 0.2 1.59 0.10 2.00 0.65 2.39 1.96 69.62 40.86 192 .60 1.72 23.11 7.83 11.58 0.14 1.22 1.00 14.38 3. Repairs & Maintenance Insurance Other Expenditure TOTAL EXPENDITURE Gross Profit before provisions & contigencies LESS:Provisions & Contingencies (Other than floating provision for NPAs) Profits after provisions and contingencies Add: Amount transferred from Investment Fluctuation Reserve Less:Floating provision for NPAs Net Profit for the Year/ half year As per Financial Statements 8.84 1.67 1.21 2004 9.91 1. No.22 2.00 2.81 16.00 0.BANK OF BARODA ANNEXURE H (Rs.00 0.00 1.39 0.00 7.00 0.03 0.06 12.55 6 7 8 9 10 11 12 0.00 0.00 0.15 0.07 0.26 3.63 5.03 0.11 32.94 1.07 0.00 0.13 0.00 6.03 0. Taxes & Lighting Printing and Stationery Advertisement and publicity Depreciation on Banks Properties (net of amounts adusted against revaluation reserve) Director’s Fees.21 74. 2001 Exchange Rate 1Local Currency = IRS B 1 1.39 0.00 0.94 0.21 0.26 93.00 0.95 38.92 0.92 7.86 0.05 0.06 0.56 207.50 LIMITED REVIEW Half-Year ended Sep-05 8.10 1.07 0.00 0.00 5.00 0.56 2. Telegrames.45 7.10 0. Allowances & Expenses Auditor’s Fees & Expenses Law Charges Postage.00 0.20 22.05 1.27 0.96 0.19 1.11 0.30 1.92 2.99 2.19 2.86 0.16 AUDITED FINANCIAL YEAR ENDED 31ST MARCH 2002 7.14 6.00 10. Telephones etc.97 30.18 0.51 1.27 2005 9.00 22.67 2.00 11.05 55.70 7.80 2.46 117.21 0.00 0.02 4.58 1.00 11.00 1.06 8.00 1.92 11.84 8.64 74.83 1.43 4.50 0.1 1.00 0.00 0.92 35.30 0. in million) Sr.46 5.00 40.02 3.00 38.63 0.

2001 APPROPRIATIONS TRANSFER TO Statutory Reserve Capital Reserve Revenue and Other Reserves Investment Fluctuation Reserve General Reserve Statutory Reserve (Foreign) Staff Welfare Account Dividend (including Dividend Tax) Interim Dividend Proposed Dividend Tax on Dividend Transfer to:Unallocated Profit TOTAL Break-up of provisions and contingencies Provision for Non Performing Advances Provision for Standard Advances Depreciation on Investments Provisions for income tax Provision for Restructured Standard Accounts Others Floating Provision for NPAs (in adition to norms) TOTAL AUDITED FINANCIAL YEAR ENDED 31ST MARCH 2002 2003 2004 2005 LIMITED REVIEW Half-Year ended Sep-05 a) b) c) i) ii) iii) d) e) i) ii) 1.50 29.86 - 1.86 - 40.94 11.39 11.02 1.21 22.36 0.60 5.00 - 1.25 0.58 0.22 2. in million) Sr.06 12. No.77 0.92 - 38.39 - 11.92 2.30 3.00 1.87 13.58 1.96 16.21 - 22.86 0.92 38.ANNEXURE H (Rs.95 15.37 8.67 2.20 193 .07 12.62 3.86 40.91 1.

01 0.00 Term Deposits from Others 0.54 3.00 1.00 0.00 .25 285.00 33.00 71.00 468. No.32 2.In India .14 Advances 0.90 49.00 1.00 105.147.56 0. II.00 31.70 0.70 51.05 55.00 105.72 0.00 2002 4.77 339.609.06 0.03 875.In India 0.10 .00 84.77 20.00 .725.56 162.00 84.51 32.11 315.(B) 16. in million) Sr.21 409.90 12.27 144.64 0.00 315.205.00 94.00 Net Fixed Assets 3.44 Balance with Bank of Botswana 6.39 8.76 0.01 0.01 21.From Banks 0.61 Investment 76.02 Term Deposits from Banks 0.00 272.63 0.00 .39 41.40 0.20 266.97 1.241.(A) 181.16 0.39 601.In India 0.52 162.00 94.From Others 0.08 LIABILITIES DEPOSITS Demand Deposits 0.90 30.16 Other Assets 4.00 .00 32.90 0.72 222.97 18.00 71.32 190.204.205.00 21.45 1.00 1.00 4.78 0.01 358.98 199.02 184.11 0.95 23.14 .52 17.00 906.14 162.51 71.07 .00 TOTAL .00 194 .33 4.34 2001 (A) 1 2 3 ASSETS Cash in Hand 0.45 708.Outside India 0.75 409.93 12.00 0.79 1.43 0. AUDITED AS AT 31ST MARCH LIMITED REVIEW Half-Year ended Sep-05 2.76 0.17 185.20 0.16 Less:Revaluation Reserve 0.51 658.51 500.10 Saving Deposits 1.61 0.00 2.56 TOTAL .05 1.33 0.77 1.76 71.77 0.13 16.Outside India 76. SUMMARY STATEMENT OF ASSETS AND LIABILITIES (Rs.70 71.45 66.56 154.470.13 Balance with Banks 0.64 0.00 3.00 8.71 13.02 0.00 675.22 16.90 0.00 108.43 206.00 2.56 31.57 4 5 6 7 8 (B) 1 2 3 4 5 6 (C) (D) (E) 108.51 Subordinate Debts 0.04 Fixed Assets 3.20 Represented by: Share Capital 163.01 708.00 17.00 2004 19.00 107.00 16.00 13.04 .41 0.00 0.77 658.56 22.93 239.02 0.00 15.77 0.06 11.18 Borrowings 0.63 525.60 3.324.Outside India 0.00 0.481.00 Money at call and Short notice 90.In India .85 418.00 18.61 12.00 0.147.850.20 Share Application Money 0.19 26.10 2005 13.67 15.00 0.22 500.73 2.50 146.00 0.07 Other Liabilities and Provisions 15.49 14.40 154.63 0.Outside India 0.02 118.21 601.BANK OF BARODA ANNEXURE H BANK OF BARODA (BOTSWANA) LTD.54 0.39 0.49 0.03 0.77 2003 11.16 340.88 NET ASSETS (C=A-B) 164.02 197.58 33.

64 - 6 7 195 .08 30. Liabilitity for partly paid investments Liability on account of outstanding forward exchange contracts Guarantees given on behlaf of constituents : in India Outside India Acceptances. in million) Sr.(G) Bills for collection - 2002 2.41 2001 (F) 1 2 3 4 5 6 7 8 RESERVES AND SURPLUS Statutory Reserve Capital Reserve Revaluation Reserve Investment Fluctuation Reserve Revenue & Other Reserve Deferred Tax Reserve Balance of Profit & Loss 1. SUMMARY STATEMENT OF ASSETS AND LIABILITIES (Rs.15 111. II.80 - 68.27 2.27 2.77 239. The Bank not acknowledged as debt Disputed income tax demand under appeal/references etc.32 95.40 63.00 Account Share Premium TOTAL 1.77 53.30 79.00 Less:Revaluation Reserve TOTAL .55 14.14 104.40 - 51.12 2004 53.20 Contingent Liabilities Claims ag.32 95.77 35.84 - 117.87 (G) 1 2 3 4 5 0.14 266.01 - 64.17 0.61 2005 95.02 0.82 199.16 187.14 104.43 0.77 53.27 146.ANNEXURE H BANK OF BARODA (BOTSWANA) LTD.00 TOTAL (D+E+F) 164.83 11.14 13.82 14.82 14.01 28.32 34. AUDITED AS AT 31ST MARCH LIMITED REVIEW Half-Year ended Sep-05 104.00 - 28.27 - 2003 14. No.(F) 1. Endorcements & other Obligations Other items for which the Bank is contingently liable TOTAL .32 285.

BANK OF BARODA
ANNEXURE H BANK OF BARODA (KENYA) LTD I SUMMARY STATEMENT OF PROFIT AND LOSS (Rs. in million) Sr. No. Audited Financial Year Ended 31st December LIMITED REVIEW Nine Months ended 2004 0.5628 Sep-05 0.5936

2000 Exchange Rate 1 Local Currency = IRS A 1 1.1 1.2 1.3 INCOME Interest Earned Interest & Discount on advances/bills Income on Investment Interest on balance with RBI and other Inter Bank Lending Interest on Income Tax Others OTHER INCOME Commission, Exchange Brokerage Profit on sale of investments (Net) Profit on revaluation of investments(Net) Profit on sale of land,bldg. & other assets (Net) Profit on exchange transaction (Net) Income earned by way of dividends etc. from Subsidiaries/companies/ joint ventures in India Amount transferred from interbranch transactions blocked account Miscelleneous Income TOTAL INCOME 0.5988

2001 0.6135

2002 0.6223

2003 0.5988

117.02 108.62

107.20 136.56

119.24 177.47

114.66 220.90

145.56 217.44

170.03 163.82

1.4 1.5 2 2.1 2.2 2.3 2.4 2.5 2.6

0.73 0.00 3.25 13.01 0.00 0.00 11.83 -

0.90 0.00 4.57 13.29 0.00 0.24 13.91 -

0.00 0.00 0.00 28.09 0.00 -0.29 5.43 -

0.00 0.00 1.25 17.64 3.69 0.00 25.42 -

1.20 0.00 0.00 33.75 2.53 0.86 0.16 13.68 -

0.00 0.00 4.84 22.37 0.00 0.00 (0.07) 7.91 -

2.7

-

-

-

-

-

-

2.8

6.85 261.31

8.16 284.82

12.56 342.48

14.52 398.08

0.64 415.82

9.67 378.57

196

ANNEXURE H BANK OF BARODA (KENYA) LTD I SUMMARY STATEMENT OF PROFIT AND LOSS (Rs. in million) Sr. No. Audited Financial Year Ended 31st December LIMITED REVIEW Nine Months ended 2004 Sep-05

2000 B 1 1.1 1.2 1.3 1 2 3 4 5 EXPENDITURE Interest Expended Interest on Deposits Interest on RBI/ Inter-Bank borrowings Others Operating expenses Payment to & provision for employees Rent, Taxes & Lighting Printing and Stationery Advertisement and publicity Depreciation on Banks Properties (net of amounts adusted against revaluation reserve) Director’s Fees, Allowances & Expenses Auditor’s Fees & Expenses Law Charges Postage, Telegrames, Telephones etc. Repairs & Maintenance Insurance Other Expenditure TOTAL EXPENDITURE Gross Profit before provisions & contigencies LESS:Provisions & Contingencies (Other than floating provision for NPAs) Profits after provisions and contingencies Add: Amount transferred from Investment Fluctuation Reserve Less: Floating provision for NPAs Net Profit for the Year/ nine months as per Financial Statements

2001

2002

2003

90.82 0.79 16.26 88.22 6.31 2.53 0.75 4.48

97.09 0.55 18.03 89.59 6.53 1.83 0.54 4.48

127.72 0.33 0.00 125.07 8.15 2.98 1.57 6.63

143.12 0.00 0.00 93.21 9.46 2.31 1.61 5.81

86.89 0.19 1.52 72.93 13.12 3.04 1.01 5.88

122.78 1.17 0.00 68.19 15.51 1.42 0.86 5.66

6 7 8 9 10 11 12

0.71 2.52 5.09 2.23 1.39 10.12 232.22 29.09 12.36 16.73 16.73

1.05 3.00 6.55 2.12 0.92 12.18 244.44 40.38 20.29 20.09 20.09

1.21 2.51 3.25 2.20 1.20 25.67 308.48 34.00 14.08 19.92 19.92

0.13 0.80 3.93 5.21 1.52 0.45 31.71 299.27 98.81 40.35 58.46 58.46

4.84 0.95 2.92 3.14 1.02 1.10 35.90 234.45 181.37 67.81 113.55 113.55

0.08 0.04 0.00 3.11 1.00 1.09 41.00 261.91 116.66 38.34 78.32 78.32

197

BANK OF BARODA
ANNEXURE H BANK OF BARODA (KENYA) LTD I SUMMARY STATEMENT OF PROFIT AND LOSS (Rs. in million) Sr. No. Audited Financial Year Ended 31st December LIMITED REVIEW Nine Months ended Sep-05

2000 APPROPRIATIONS TRANSFER TO Statutory Reserve Capital Reserve Revenue and Other Reserves i) Investment Fluctuation Reserve ii) General Reserve iii) Statutory Reserve (Foreign) Staff Welfare Account Dividend (including Dividend Tax) i) Interim Dividend ii) Proposed Dividend Tax on Dividend Transfer to:Unallocated Profit TOTAL Break-up of provisions and contingencies Provision for Non Performing Advances Provision for Standard Advances Depreciation on Investments Provisions for income tax Provision for Restructured Standard Accounts Others Floating Provision for NPAs (in adition to norms) TOTAL

2001

2002

2003

2004

a) b) c)

16.73 16.73

20.09 20.09

19.92 19.92

58.46 58.46

113.55 113.55

78.32 78.32

d) e)

0.78 11.59 0.00 12.36

8.42 11.87 0.00 20.29

7.88 5.75 0.45 14.08

11.51 1.08 27.11 0.66 40.35

11.86 5.63 40.80 9.53 67.82

4.77 0.00 33.57 0.00 38.34

198

ANNEXURE H BANK OF BARODA (KENYA) LTD I SUMMARY STATEMENT OF PROFIT AND LOSS (Rs. in million) Sr. No. Audited Financial Year Ended 31st December LIMITED REVIEW Nine Months ended Sep-05 0.5936 34.98 2.74 369.21 106.85

2000 EXC. RATES 1Local Currency = IRS (A) 1 2 3 ASSETS Cash in Hand Balance with RBI Balance with Banks - In India - Outside India Money at call and Short notice Investment - In India - Outside India Advances - In India - Outside India Fixed Assets Less:Revaluation Reserve Net Fixed Assets Other Assets TOTAL - (A) (B) 1 LIABILITIES DEPOSITS Demand Deposits - From Banks - From Others Saving Deposits Term Deposits from Banks Term Deposits from Others Borrowings - In India - Outside India Other Liabilities and Provisions Subordinate Debts TOTAL - (B) (C) NET ASSETS (C=A-B) 0.5988 34.16 221.21 14.98

2001 0.6135 35.12 226.39 46.15

2002 0.6223 36.13 247.35 143.12

2003 0.5988 51.27 407.30 0.00

2004 0.5628 48.98 394.23 0.00

4 5

970.31 795.49 40.27 40.27 40.70 2,117.13

1,209.86 865.78 40.25 40.25 50.49 2,474.03

1,641.12 1,045.98 52.28 52.28 76.10 3,242.08

2,960.11 1,084.72 48.67 48.67 237.38 4,789.45

2,614.15 1,515.22 43.71 43.71 74.43 4,690.72

2,594.48 1,894.04 67.96 67.96 252.50 5,322.76

6

7

8

2 3 4

2.33 193.15 718.18 781.92 0.78 210.90 0.00 1,907.25 209.88

4.36 219.38 746.82 1,072.95 1.40 194.01 0.00 2,238.92 235.11

17.59 261.61 794.25 1,688.67 0.01 221.56 0.00 2,983.69 258.40

0.39 502.81 1,157.94 2,560.24 0.91 74.12 0.00 4,296.41 493.04

0.00 492.11 1,396.30 2,145.93 8.15 102.97 0.00 4,145.45 545.26

0.91 535.25 1,386.77 2,520.91 44.61 220.05 0.00 4,708.50 614.26

5 6

199

BANK OF BARODA
ANNEXURE H BANK OF BARODA (KENYA) LTD. I SUMMARY STATEMENT OF PROFIT AND LOSS (Rs. in million) Sr. No. Audited Financial Year Ended 31st December LIMITED REVIEW Nine Months ended Sep-05 391.66 35.62 186.98 222.60 222.60 614.26 -

2000 (D) (E) (F) 1 2 3 4 5 6 7 8 Represented by: Share Capital Share Application Money RESERVES AND SURPLUS Statutory Reserve Capital Reserve Revaluation Reserve Investment Fluctuation Reserve Revenue & Other Reserve Deferred Tax Reserve Balance of Profit & Loss Account Share Premium TOTAL Less:Revaluation Reserve TOTAL - (F) TOTAL (D+E+F) (G) 1 2 3 4 5 Contingent Liabilities Claims against the Bank not acknowledged as debt Disputed income tax demand under appeal/references etc. Liabilitity for partly paid investments Liability on account of outstanding forward exchange contracts Guarantees given on behlaf of constituents : in India Outside India Acceptances, Endorcements & other Obligations Other items for which the Bank is contingently liable TOTAL - (G) Bills for collection 150.25 42.90 16.73 59.63 59.63 209.88 -

2001 173.17 41.85 20.09 61.94 61.94 235.11 -

2002 193.22 37.34 27.84 65.18 65.18 258.40 -

2003 395.10 35.93 62.01 97.94 97.94 493.04 -

2004 371.34 33.76 140.16 173.92 173.92 545.26 -

6 7

33.17 45.31 0.00 78.48 82.96

44.60 41.35 0.00 85.95 102.84 200

45.06 134.70 27.57 207.33 0.00

84.25 128.94 0.00 213.19 134.55

92.91 176.56 0.00 269.48 121.71

78.39 84.71 0.00 163.10 127.59

ANNEXURE H BANK OF BARODA (UGANDA) LTD. I SUMMARY STATEMENT OF PROFIT AND LOSS (Rs. in million) Sr. No. Audited Financial Year Ended 31st December LIMITED REVIEW Nine Months ended Sep-05 0.0247 204.24 91.36 198.97 0.61

2000 Exchange Rate 1 Local Currency = IRS A 1 1.1 1.2 1.3 INCOME Interest Earned Interest & Discount on advances/bills Income on Investment Interest on balance with RBI and other Inter Bank Lending Interest on Income Tax Others OTHER INCOME Commission, Exchange Brokerage Profit on sale of investments (Net) Profit on revaluation of investments(Net) Profit on sale of land,bldg. & other assets (Net) Profit on exchange transaction (Net) Income earned by way of dividends etc. from Subsidiaries/companies/ joint ventures in India Amount transferred from interbranch transactions blocked account Miscelleneous Income TOTAL INCOME 0.02639 245.00 120.22 82.56 2.53

2001 0.02786 292.73 122.16 137.45 1.66

2002 0.02585 238.90 77.11 154.37 0.37

2003 0.02345 334.58 92.61 224.80 2.01

2004 0.025 356.97 106.34 232.98 3.82

1.4 1.5 2 2.1 2.2 2.3 2.4 2.5 2.6

0.00 39.69 104.15 47.27 0.00 0.00 0.00 31.98 0.00

0.00 31.46 143.22 66.10 0.00 0.00 -0.48 29.27 0.00

0.00 7.05 160.16 71.77 0.00 0.00 -0.11 31.10 0.00

0.00 15.16 118.42 72.71 0.00 0.00 -0.32 14.85 0.00

0.00 13.83 105.92 45.45 0.00 0.00 0.01 21.91 0.00

0.00 13.30 71.30 34.67 0.00 0.00 0.00 13.05 0.00

2.7

0.00

0.00

0.00

0.00

0.00

0.00

2.8

24.90 349.15

48.33 435.95

57.40 399.06

31.18 453.00

38.55 462.89

23.58 375.54

201

BANK OF BARODA
ANNEXURE H BANK OF BARODA (UGANDA) LTD. I SUMMARY STATEMENT OF PROFIT AND LOSS (Rs. in million) Sr. No. Audited Financial Year Ended 31st December LIMITED REVIEW Nine Months ended Sep-05 0.0247 55.49 48.68 6.80 0.01 124.48 48.65 3.50 0.65 0.88 10.73

2000 Exchange Rate 1 Local Currency = IRS B 1 1.1 1.2 1.3 1 2 3 4 5 EXPENDITURE Interest Expended Interest on Deposits Interest on RBI/ Inter-Bank borrowings Others Operating expenses Payment to & provision for employees Rent, Taxes & Lighting Printing and Stationery Advertisement and publicity Depreciation on Banks Properties (net of amounts adusted against revaluation reserve) Director’s Fees, Allowances & Expenses Auditor’s Fees & Expenses Law Charges Postage, Telegrames, Telephones etc. Repairs & Maintenance Insurance Other Expenditure TOTAL EXPENDITURE 0.02639 78.91 78.13 0.77 0.01 151.05 71.32 2.59 0.00 1.13 18.18

2001 0.02786 86.43 85.92 0.10 0.41 146.54 71.01 4.14 0.00 1.54 16.58

2002 0.02585 72.45 69.43 1.09 1.93 173.74 71.41 3.85 0.41 1.76 17.50

2003 0.02345 96.16 92.22 2.66 1.28 164.24 59.38 2.34 0.66 2.91 14.11

2004 0.025 97.30 92.69 4.61 0.00 147.61 61.35 2.83 0.75 1.85 15.39

6 7 8 9 10 11 12

2.42 0.97 1.64 3.01 13.61 6.62 29.56 229.96

2.32 1.02 4.00 3.53 14.19 8.32 19.89 232.97

2.62 0.44 1.71 3.11 14.18 8.51 48.24 246.19

1.85 0.95 1.43 3.28 16.20 4.79 56.34 260.40

1.55 0.96 1.15 2.73 12.29 8.23 38.53 244.91

0.01 0.47 1.20 1.97 3.43 8.82 44.17 179.97

202

ANNEXURE H BANK OF BARODA (UGANDA) LTD. I SUMMARY STATEMENT OF PROFIT AND LOSS (Rs. in million) Sr. No. Audited Financial Year Ended 31st December LIMITED REVIEW Nine Months ended Sep-05 0.0247 195.57 53.86

2000 Exchange Rate 1 Local Currency = IRS Gross Profit before provisions & contigencies LESS:Provisions & Contingencies (Other than floating provision for NPAs) Profits after provisions and contingencies Add: Amount transferred from Investment Fluctuation Reserve Less:Floating provision for NPAs Net Profit for the Year/ half year As per Financial Statements APPROPRIATIONS TRANSFER TO Statutory Reserve Capital Reserve Revenue and Other Reserves Investment Fluctuation Reserve General Reserve (Retained Earnings) Statutory Reserve (Foreign) Staff Welfare Account Dividend (including Dividend Tax) Interim Dividend Proposed Dividend Tax on Dividend Transfer to:Unallocated Profit TOTAL 0.02639 119.19 67.80

2001 0.02786 202.98 79.04

2002 0.02585 152.87 60.01

2003 0.02345 192.60 60.50

2004 0.025 217.98 70.89

51.39 NA

123.94 NA

92.86 NA

132.10 NA

147.09 NA

141.71 NA

0.00 51.39

0.00 123.94

0.00 92.86

0.00 132.10

0.00 147.09

0.00 141.71

a) b) c) i) ii) iii) d) e) i) ii)

0.00 0.00 48.75 0.00 48.75 0.00 0.00 2.64 0.00 2.64 51.39

0.00 0.00 68.23 0.00 68.23 0.00 0.00 55.71 0.00 55.71 123.94

0.00 0.00 30.82 0.00 30.82 0.00 0.00 62.04 0.00 62.04 92.86

0.00 0.00 75.83 0.00 75.83 0.00 0.00 56.27 0.00 56.27 132.10

0.00 0.00 87.02 0.00 87.02 0.00 0.00 60.07 0.00 60.07 147.09

0.00 0.00 141.71 0.00 141.71 0.00 0.00 0.00 0.00 0.00 141.71

203

NO.78 31.0247 2001 0. in million) SR.31 60.02639 Audited Financial Year Ended 31st December LIMITED REVIEW Nine Months ended 2004 0.49 0.00 59.00 -3.50 4.00 60. 2000 Exchange Rate 1 Local Currency = IRS Break-up of provisions contingencies Provision for Non Performing Advances Provision for Standard Advances Depreciation on Investments Provisions for income tax Provision for Restructured Standard Accounts Others (Bad debts /frauds written off) Floating Provision for NPAs (in adition to norms) TOTAL 0.80 43.70 0.00 66.025 Sep-05 0.02585 2003 0.01 53.32 1.86 204 .89 3. I SUMMARY STATEMENT OF PROFIT AND LOSS (Rs.06 4.00 49.02786 2002 0.BANK OF BARODA ANNEXURE H BANK OF BARODA (UGANDA) LTD.04 0.20 79.02345 71.40 70.53 0.06 0.01 0.50 60.26 67.00 0.

25 0.20 1. No.00 637.41 2.00 587.Outside India 176.Outside India 625.31 354.387.00 870.38 0.00 0.060.99 0.16 2.19 white sheet) Total Investments 515.19 82.60 0.84 0.60 1.861.78 1.14 399.07 208.76 995.17 654.In India* 0.929.01 0.98 0.002.485.00 Net Fixed Assets 103.00 .63 0.59 3.51 149.199. II.71 151.89 447.00 864.95 3.In India 0.00 Balance with RBI 0.00 636.02585 36.86 705.ANNEXURE H BANK OF BARODA (UGANDA) LTD.(B) 2.00 82. AUDITED FINANCIAL YEAR ENDED 31ST DECEMBER LIMITED REVIEW Nine Months ended Sep-05 0.79 0.50 511. SUMMARY STATEMENT OF ASSETS AND LIABILITIES (Rs.657.07 0.From Banks 0.97 .59 .02 165.38 0.59 Saving Deposits 661.00 Money at call and Short 28.792.13 0.80 0.06 242.00 354.74 2.384.684.373.00 165.186.10 825.85 2.64 426.28 0.00 149.08 1.00 .70 1.17 3.23 0.04 205 . in million) Sr.52 Fixed Assets 103.59 0.00 262.00 0.07 0.94 614.81 98.27 280.00 58.26 262.07 447.82 0.33 562.00 177.643.Outside India (Sch.22 654.35 21.90 4 5 6 7 8 (B) 1 2 3 4 5 6 ASSETS Cash in Hand 53.59 183.82 TOTAL .762.76 0.012.91 706.99 0.15 51.301.00 1.28 0.63 Other Assets 697.38 LIABILITIES DEPOSITS 1.00 .00 Term Deposits from Others 791.00 255.In India 0.13 280.06 0.95 1.24 8.00 2.00 1.12 1.39 Borrowings 60.07 3.00 992.02786 43.26 1.76 0.04 1.04 1.37 Demand Deposits 408.157.089.33 0.86 1.00 151.In India 0.64 0.0247 35.44 58.00 793.928.00 161.16 Advances .48 170.00 230.21 1.17 0.896.00 .758.48 0.58 0.762.From Others 408.00 Balance with Banks . 8 of 514.15 2000 Exchange Rate : 1 Local Currency = IRS (A) 1 2 3 0.43 0.00 98.002.824.83 Subordinate Debts 0.007.39 0.00 21.25 notice Investment .55 .025 49.00 0.15 2003 0.39 Term Deposits from Banks 0.Outside India 60.00 0.00 0.00 3.477.33 864.00 2.00 452.(A) 2.68 194.00 2002 0.14 0.00 909.68 0.00 2.54 120.75 2.38 548.04 993.181.00 301.502.14 2.040.48 0.00 0.78 2.51 177.02639 2001 0.928.37 0.98 423.82 0.63 Less:Revaluation Reserve 0.95 0.592.00 252.00 3.00 TOTAL .84 628.02345 46.58 2004 0.55 Other Liabilities and Provisions 85.64 0.

00 168.71 129.02585 355.00 0.BANK OF BARODA ANNEXURE H BANK OF BARODA (UGANDA) LTD.12 154.83 0. Liabilitity for partly paid investments Liability on account of outstanding forward exchange contracts Guarantees given on behlaf of constituents : in India Outside India Acceptances.00 158.02345 393.00 209.77 29.27 342.00 2000 Exchange Rate : 1 Local Currency = IRS (C) (D) (E) (F) 1 2 3 4 5 6 7 8 NET ASSETS (C=A-B) Represented by: Share Capital Share Application Money RESERVES AND SURPLUS Statutory Reserve Capital Reserve Revaluation Reserve Investment Fluctuation Reserve Revenue & Other Reserve Deferred Tax Reserve Balance of Profit & Loss Account (Retained Profit) Share Premium TOTAL Less:Revaluation Reserve TOTAL .57 100.86 29.00 400.51 541.42 29.68 206 0.69 0.12 161.25 0.13 81.00 145.47 257. No.28 220.86 533.00 0.41 240.44 .89 0.00 0.25 76.89 0.39 456.64 147.38 241.20 133.30 0.(F) TOTAL (D+E+F) Contingent Liabilities Claims ag.00 409.00 419.00 0.00 0.00 0.00 0.25 170. II.47 252.00 (G) 1 2 3 4 5 6 7 0.37 0.00 554.74 109.12 29.59 98.83 106.85 160.00 252.17 442.53 93.99 103.00 2002 0.78 344.47 145.00 0. in million) Sr.00 0.00 0.33 0.63 52.74 79.46 314.94 174.11 0.(G) Bills for collection 0.00 0.87 0.00 0.54 111.74 109.27 120.28 220.79 79.00 244.37 94. SUMMARY STATEMENT OF ASSETS AND LIABILITIES (Rs.99 0.12 154. AUDITED FINANCIAL YEAR ENDED 31ST DECEMBER LIMITED REVIEW Nine Months ended Sep-05 0.44 81.02786 270.00 0.00 0.86 0.46 299.98 0.22 0.16 423.81 0.0247 627.41 159.00 0.00 338.12 76.71 129.66 0.025 523.86 550.40 98.00 0.28 342.00 2004 0.00 248.75 72.02639 191. Endorcements & other Obligations Other items for which the Bank is contingently liable TOTAL .00 2003 0.00 0.00 0.12 138.00 2001 0. The Bank not acknowledged as debt Disputed income tax demand under appeal/ references etc.00 0.39 456.

No.80 0.12 1.20 9.57 0.1 1.20 27.3 1.00 0.ANNEXURE H BANK OF BARODA (HONG KONG) LTD.35 2.7 - - - - - - 2.73 - 2003 93.81 27. in million) Sr.35 172.91 207 .84 44.56 89.3 8.20 14.38 4.82 0.35 138.91 24.59 18.4 2.65 0.54 51.5 2.97 73.47 - 2002 121.83 14.87 31.bldg. & other assets (Net) Profit on exchange transaction (Net) Income earned by way of dividends etc.10 0.78 12.84 19.09 - 9.61 73.1 2.68 - 2005 128.71 148. AUDITED FINANCIAL YEAR ENDED MARCH 31 LIMITED REVIEW Half Year ended Sep-05 88.18 23.13 0.74 31.75 (1.90 29.21 61.33 54.96 0.55 31.24 2.92 - 2001 A 1 1.82 137.38 13.74 2.87 21.4 1.5 2 2.82 22.96 0.63 192.10 0.48 0.71 1.97 30.00 22.51 111.6 INCOME Interest Earned Interest & Discount on advances/bills Income on Investment Interest on balance with RBI and other Inter Bank Lending Interest on Income Tax Others OTHER INCOME Commission.30 23.3 2.37 16.83 39.03 - 2.89 51.39 147.29 0.2 1.2 2.18 14.13 103.57 4.20 12.8 B 1 1.50 21.13 - 2004 97.66 0.79 2. Exchange Brokerage Profit on sale of investments (Net) Profit on revaluation of investments(Net) Profit on sale of land.84 3.19 12.91 0.27 33.57 16.14 25.77 4.58 18.14 0. from Subsidiaries/companies/ joint ventures in India Amount transferred from interbranch transactions blocked account Miscelleneous Income TOTAL INCOME EXPENDITURE Interest Expended Interest on Deposits Interest on RBI/ Inter-Bank borrowings Others 170.98) 0.42 30.1 1. I SUMMARY STATEMENT OF PROFIT AND LOSS (Rs.2 1.

63 - 1. in million) Sr. 2.45 5. AUDITED FINANCIAL YEAR ENDED MARCH 31 LIMITED REVIEW Half Year ended Sep-05 24.18 0.09 2.8 Law Charges 2.37 47.34 15.61 12.62) 0.20 32.54 - 0.36 5.54 12.3 Printing and Stationery 2.17 0. No.05 15.71 2.05 4.17 10.32 41.34 39.96 17.11 Insurance 2.04 0.22 0.56 0.97 208 .54 0.2 Rent.20 1.09 2004 45.75 - 39.63 - 79.70 4.31 38.99 0.57 2001 2.75 2.10 Repairs & Maintenance 2.53 2.9 Postage.53 52.12 Other Expenditure TOTAL EXPENDITURE Gross Profit before provisions & contigencies LESS:Provisions & Contingencies (other than floating provision for NPAs) Profits after provisions and contingencies Add: Amount transferred from Investment Fluctuation Reserve Less:Floating provision for NPAs Net Profit for the Year/ half year as per Financial Statements 52.30 77.45 17.47 6.24 0.95 79.57 2. Telephones etc.73 19.BANK OF BARODA ANNEXURE H BANK OF BARODA (HONG KONG) LTD.59 0.76 88.36 2.57 0.83 73.05 3.35 0.17 62.95 0.62 0.94 0.41 41.4 Advertisement and publicity 2.23 0.94 2.11 - 1.38 17.51 67.5 Depreciation on Banks Properties (net of amounts adusted against revaluation reserve) 2.97 - (0.42 2003 49.1 Operating expenses Payment to & provision for employees 2.01 (2.62 9.61 0.09 5.03 0.43 88.12 64.27 104.39 2.44 0. Telegrames.51) 88.56 0.65 2002 45.10 3. Allowances & Expenses 2. 2.25 16.63 - 75.09 3.91 13.08 59.89 1.6 Director’s Fees. Taxes & Lighting 2.71 0. I SUMMARY STATEMENT OF PROFIT AND LOSS (Rs.53 0.58 0.19 2.20 71.7 Auditor’s Fees & Expenses 2.11 - 71.44 21.35 92.16 4.54 19.61 0.42 0.43 34.01 0.95 79.54 - 79.40 0.06 2005 45.

58 13.02 13.17 51.70 34. No.66 10.17 43.97 (3.37 32.78 3. in million) Sr.31 41.98 19.76 209 .73) 3.38 4.ANNEXURE H BANK OF BARODA (HONG KONG) LTD.20 16.78 5.98 31.88 9.43 41.97 39.51) 0.31 41.22 (0.37 62.62 88.62 62.43 32.42 47.06 4. AUDITED FINANCIAL YEAR ENDED MARCH 31 LIMITED REVIEW Half Year ended Sep-05 2001 APPROPRIATIONS TRANSFER TO Statutory Reserve Capital Reserve Revenue and Other Reserves Investment Fluctuation Reserve General Reserve Statutory Reserve (Foreign) Staff Welfare Account Dividend (including Dividend Tax) Interim Dividend Proposed Dividend Tax on Dividend Transfer to:Unallocated Profit TOTAL Break-up of provisions and contingencies Provision for Non Performing Advances Provision for Standard Advances Depreciation on Investments Provisions for income tax Provision for Restructured Standard A/cs Others Floating Provision for NPAs (in adition to norms) TOTAL 2002 2003 2004 2005 a) b) c) i) ii) iii) d) e) i) ii) 88.29 8.34 41.34 39. I SUMMARY STATEMENT OF PROFIT AND LOSS (Rs.

78 154.83 2.78 1.64 44.13 1.413.Outside India Fixed Assets Less:Revaluation Reserve Net Fixed Assets Other Assets TOTAL .17 15.49 27.039.08 4.23 629.67 40.91 1.19 44.04 1.35 1.11 431.50 438.92 537.086.468.05 40.488.182.41 1.742.37 210 2003 0.17 27.00 0.04 0.03 773.545.50 1.761.034.61 87.98 2.74 582.04 1.78 22.917.43 1.08 472.08 23.18 26.84 2.72 0.43 2.490.522.71 1.Outside India Other Liabilities and Provisions Subordinate Debts TOTAL .840.175.In India .78 3.00 181.37 1.03 733.24 1.From Others Saving Deposits Term Deposits from Banks Term Deposits from Others Borrowings .38 50.69 21.00 34.88 97.05 1.21 160.135.97 690.27 0.32 15.55 1.66 1.53 1.35 928.08 465.618.04 219.118.05 42.In India .14 0.49 3.28 2001 (A) 1 2 3 ASSETS Cash in Hand Balance with RBI Balance with Banks .919.BANK OF BARODA ANNEXURE H BANK OF BARODA (HONG KONG) LTD.49 65.19 2.24 0.38 1. in million) Sr.04 5.06 27.(A) LIABILITIES DEPOSITS Demand Deposits .00 7.Outside India Money at call and Short notice Investment .66 733.32 788.32 582.92 438.57 1.70 0.96 26.40 1.04 4. No.72 1.92 2004 0.48 50.84 686.93 655.63 2.(B) (C) NET ASSETS (C=A-B) 0.954.In India .32 60.34 2.69 26.89 22. AUDITED AS AT 31ST MARCH LIMITED REVIEW Half Year ended Sep-05 0.313.38 5.05 7.85 288.64 15.274.37 997.In India .58 2002 0.05 2. SUMMARY STATEMENT OF ASSETS AND LIABILITIES (Rs.052.87 0.49 1.81 2005 0.63 42.068.70 20.761.69 5.283.From Banks .48 21.340.11 619.93 2.10 2.19 1.90 874.22 678.85 5.08 42.468.10 423.23 584.37 1.21 20.490.87 2.845.95 1.369.87 118.11 438.40 612.00 45.23 465.78 4 5 7 8 (B) 1 2 3 4 5 6 .Outside India TOTAL 6 Advances .96 1.10 19.03 733.08 303.08 2. II.845.17 1.10 45.038.99 438.068.00 98.22 181.00 206.04 0.04 584.89 19.77 1.17 42.67 2.118.18 1.

24) 0. The Bank not acknowledged as debt Disputed income tax demand under appeal/r eferences etc.ANNEXURE H BANK OF BARODA (HONG KONG) LTD.04) 0.34) (386.00 2003 1.00 1.00 1.58 (155.00 1.00 0.84 435.81 0.17 1.05 (235.233.02 84.156.80 75.40 (342. Liabilitity for partly paid investments Liability on account of outstanding forward exchange contracts Guarantees given on behlaf of constituents : in India Outside India Acceptances.19 467.376.00 599.92 (386.21 1.25 182.48 220.39) (300.052.80 1. Endorcements & other Obligations Other items for which the Bank is contingently liable TOTAL .00 0.10 1.92 718.241.34 0.21 72.351.98 211 657.92 72.00 0.81 1.(G) Bills for collection 1.169.086.00 997.00 57.14 379.233.22 0.78 0.14 0.73 1.37 0.93 218.00 0.31 (300.00 0.339.67 1.28 0.83 (194.92 0.00 361.30) 0.314.58 0.00 3 4 0.87 0.038.00 1.00 2004 1.00 74.39) 0.05) (194. II.30) (155.00 2005 1.00 0. in million) Sr.44 303.00 106.34) 0.04) (342.23 0.612.49 6 7 439.00 59. SUMMARY STATEMENT OF ASSETS AND LIABILITIES (Rs.00 160.00 2002 1.49 0.61 75.130.039.63 0.81 .28 5 0.578.00 2001 (D) (E) (F) 1 2 3 4 5 6 7 8 9 (G) 1 2 Represented by: Share Capital Share Application Money RESERVES AND SURPLUS Statutory Reserve Capital Reserve Revaluation Reserve Investment Fluctuation Reserve Revenue & Other Reserve Deferred Tax Reserve Balance of Profit & Loss Account Share Premium Less:Revaluation Reserve TOTAL (D+E+F) Contingent Liabilities Claims ag.85 1. AUDITED AS AT 31ST MARCH LIMITED REVIEW Half Year ended Sep-05 1.00 0.00 928.24) (235.05) 0.084. No.00 261.17 84.034.98 0.

98 60.2 2.3 INCOME Interest Earned Interest & Discount on advances/bills Income on Investment Interest on balance with RBI and other Inter Bank Lending Interest on Income Tax Others OTHER INCOME Commission.4 1.24447 2004 0.62 2.58 61.61 28.68 2.03 25. & other assets (Net) Profit on exchange transaction (Net) Income earned by way of dividends etc.65 0. No.53 16.93 23.24984 2002 0.16 47.91 7. Exchange Brokerage Profit on sale of investments (Net) Profit on revaluation of investments (Net) Profit on sale of land.7 - - - - - - 2.3 2.21825 8.18 8.13 - 2.50 - NIL 0.BANK OF BARODA ANNEXURE H BANK OF BARODA (GUYANA) LTD.48 - NIL 1.47 1.13 5.6 NIL 1.2 1.45 38.84 3.95 0. AUDITED FINANCIAL YEAR ENDED 31ST MARCH LIMITED REVIEW Half Year ended Sep-05 0. in million) Sr.77 1.29 212 .22108 2005 0.5 2 2.5 2. I SUMMARY STATEMENT OF PROFIT AND LOSS (Rs.55 5.57 8.27 1.8 0.34 8.21935 2001 Exchange Rate 1 Local Currency = IRS A 1 1.01 1.1 2.21 21.63 - NIL 0.bldg.97 0.98 - NIL 0.94 2.89 0.65 11.56 - NIL 0.29 56. from Subsidiaries/companies/ joint ventures in India Amount transferred from interbranch transactions blocked account Miscelleneous Income TOTAL INCOME 0.84 6.25553 2003 0.44 44.1 1.05 43.88 0.02 0.57 12.17 13.84 3.4 2.

88 10.3 1 2 3 4 5 6 7 8 9 10 11 12 0.21 0.19 0.06 0.43 2005 0. in million) Sr.16 2.88 2004 0.49 5.23 0.02 0.24447 21.01 3. Telegrames.01 0. 2001 Exchange Rate 1 Local Currency = IRS EXPENDITURE Interest Expended Interest on Deposits Interest on RBI/ Inter-Bank borrowings Others Operating expenses Payment to & provision for employees Rent.73 2.02 0.65 5.11 43.27 17.13 1.2 1.89 0.40 3.10 5.25 8.03 2.49 0.20 2003 0.16 7.29 213 .21 AUDITED FINANCIAL YEAR ENDED 31ST MARCH 2002 0.44 0.14 2.89 21.80 0.42 0.44 6.16 0.24 1.12 0.38 2.50 11.74 0.22 1.28 0.52 0.16 0.33 5. I SUMMARY STATEMENT OF PROFIT AND LOSS (Rs.19 8.14 1.50 0.22 6.80 0.90 17.72 8.62 7.85 9.26 0.11 0.36 0.04 4.52 0.43 6.30 0.07 0. Allowances & Expenses Auditor’s Fees & Expenses Law Charges Postage.ANNEXURE H BANK OF BARODA (GUYANA) LTD. Repairs & Maintenance Insurance Other Expenditure TOTAL EXPENDITURE Gross Profit before provisions & contigencies LESS: Provisions & Contingencies (Other than floating provision for NPAs) Profits after provisions and contingencies Add: Amount transferred from Investment Fluctuation Reserve Less:Floating provision for NPAs Net Profit for the Year/ half year As per Financial Statements 0.95 0.70 B 1 1.29 3.46 0. Telephones etc.13 0.50 16.21935 9.56 0.48 0.24984 18.06 0.38 11.59 0.66 4.75 3.1 1.25553 24.56 2. No.45 5.45 40.98 8.03 11.51 2.53 3.41 0.53 0.22 0.48 0.16 7.25 34.18 2.12 0.22108 21.12 1.32 36.40 0. Taxes & Lighting Printing and Stationery Advertisement and publicity Depreciation on Banks Properties (net of amounts adusted against revaluation reserve) Director’s Fees.25 8.29 0.48 2.11 0.33 0.02 LIMITED REVIEW Half Year ended Sep-05 0.24 0.08 38.74 8.80 0.51 0.15 0.44 8.21825 21.

17 10.50 8. I SUMMARY STATEMENT OF PROFIT AND LOSS (Rs.11 7.BANK OF BARODA ANNEXURE H BANK OF BARODA (GUYANA) LTD. in million) Sr.76 8.43 1.75 4.96 0.37 2. No.26 8. AUDITED FINANCIAL YEAR ENDED 31ST MARCH 2001 APPROPRIATIONS TRANSFER TO Statutory Reserve Capital Reserve Revenue and Other Reserves Investment Fluctuation Reserve General Reserve Statutory Reserve (Foreign) Staff Welfare Account Dividend (including Dividend Tax) i) Interim Dividend ii) Proposed Dividend Tax on Dividend Transfer to:Unallocated Profit Break-up of provisions and contingencies Provision for Non Performing Advances Provision for Standard Advances Depreciation on Investments Provisions for income tax Provision for Restructured Standard Accounts Others Floating Provision for NPAs (in adition to norms) TOTAL 2002 2003 2004 2005 LIMITED REVIEW Half Year ended Sep-05 a) b) c) i) ii) iii) d) e) 1.98 0.21 10.25 0.29 0.38 0.05 5.49 7.31 7.01 0.93 5.23 6.72 9.38 5.75 214 .11 3.74 4.22 0.62 7.78 1.43 0.29 0.

81 576.17 151.00 156.Outside India TOTAL Advances .21 17.95 14.11 150.15 290.15 123.85 14.80 393.49 51. No.ANNEXURE H BANK OF BARODA (GUYANA) LTD. 2001 (A) 1 2 3 ASSETS Cash in Hand Balance with RBI Balance with Banks .74 2005 5.In India .86 98.56 96.31 457.10 887.16 165.86 495.92 LIMITED REVIEW Half Year ended Sep-05 7.39 124.01 0.79 62.81 789.49 4.18 766.31 9.48 139.39 628.63 14.60 489.52 166.04 184.Outside India Money at call and Short notice Investment .79 2004 2.61 822.In India .56 640.(A) LIABILITIES DEPOSITS Demand Deposits .21 51.79 38.48 AUDITED AS AT 31ST MARCH 2002 3.00 120. in million) Sr.22 112.83 168.70 840.Outside India Fixed Assets Less:Revaluation Reserve Net Fixed Assets Other Assets TOTAL .18 72.47 19.Outside India Other Liabilities and Provisions Subordinate Debts TOTAL .07 10.73 387.59 150.16 0.40 984.56 252.41 437.21 0.36 26.00 673.13 659.33 6 7 8 (B) 1 44.15 176.54 628.33 58.99 103.03 311.17 206.05 12.87 78.76 165.65 29.45 62. SUMMARY STATEMENT OF ASSETS AND LIABILITIES (Rs.70 133.17 149.13 58.57 135.36 52.67 1.80 0. II.60 50.26 52.35 938.51 2003 3.85 50.46 0.27 53.59 868.39 776.From Banks .07 62.57 243.47 657.80 92.38 463.54 359.In India .05 625.In India .82 42.88 18.(B) NET ASSETS (C=A-B) 423.21 62.00 43.07 0.23 2 3 4 5 6 (C) 215 .16 123.From Others Saving Deposits Term Deposits from Banks Term Deposits from Others Borrowings .86 51.48 4 5 376.68 131.13 12.

38 25.99 11.36 19.99 10. 2001 (D) (E) (F) 1 2 3 4 5 6 7 8 Represented by: Share Capital Share Application Money RESERVES AND SURPLUS Statutory Reserve Capital Reserve Revaluation Reserve Investment Fluctuation Reserve Revenue & Other Reserve Deferred Tax Reserve Balance of Profit & Loss Account H/O Interest Free Funds TOTAL Less:Revaluation Reserve TOTAL .72 58.45 2.27 AUDITED AS AT 31ST MARCH 2002 83.28 26.20 3.51 20.24 2005 70.(G) Bills for collection 81.39 0.16 135.19 139.45 2.47 6 7 .03 216 15.(F) TOTAL (D+E+F) (G) 1 2 Contingent Liabilities Claims ag. No.27 2004 71.92 8.44 16.83 0.29 6.50 23.49 48.88 3.92 9.35 26. The Bank not acknowledged as debt Disputed income tax demand under appeal/ references etc.19 2.04 4.83 2.50 48.19 58.24 LIMITED REVIEW Half Year ended Sep-05 71.99 10.48 1.47 2.46 21.66 92.93 6.43 21.66 21.38 96.67 0. Liabilitity for partly paid investments Liability on account of outstanding forward exchange contracts Guarantees given on behlaf of constituents : in India Outside India Acceptances.32 9.79 5.54 0.59 7. II.13 0.BANK OF BARODA ANNEXURE H BANK OF BARODA (GUYANA) LTD.28 0.59 0.13 9.24 - 3 4 - - - - - - 5 8.53 29.28 98.02 25. Endorcements & other Obligations Other items for which the Bank is contingently liable TOTAL .27 2003 79.93 20.23 4. in million) Sr.32 9.85 5.16 56.28 19.19 35.58 3.87 15.17 56.50 131.87 0.23 15.45 5.95 2. SUMMARY STATEMENT OF ASSETS AND LIABILITIES (Rs.61 0.

13 21.1 1.69 LIMITED REVIEW Nine Months ended Sep-05 25.3 2.57 26.01 0.5 2 2.61 0.27 2. Telephones etc.64 0.4 1.08 6.56 2.36 0.08 1.44 4.bldg.25 0.2 1.35 9.15 0.00 18. Repairs & Maintenance Insurance Other Expenditure TOTAL EXPENDITURE 217 23. & other assets (Net) Profit on exchange transaction (Net) Income earned by way of dividends etc.00 0. on Banks Properties (net of amt.86 22.27 9.19 0.84 1. of Tanzanian Shilling equivalent to one Indian Rupee) as on closing date A 1 1.2 1. Telegrames.5 2. Allowances & Expenses Auditor’s Fees & Expenses Law Charges Postage. from subsd/co.57 2.05 14.07 1.32 3.81 0.64 7.99 2.03 0.) Director’s Fees.6 2.33 12. adusted agst revaluation resv. No. in million) Sr.ANNEXURE H BANK OF BARODA (TANZANIA)LTD I SUMMARY STATEMENT OF PROFIT AND LOSS (Rs.4 2.1 2.65 .32 3.80 0.37 0. Exchange Brokerage Profit on sale of investments (Net) Profit on revaluation of investments (Net) Profit on sale of land.05 12.01 0.3 1 2 3 4 5 6 7 8 9 10 11 12 INCOME Interest Earned Interest & Discount on advances/bills Income on Investment Interest on balance with RBI and other Inter Bank Lending Interest on Income Tax Others (pre-operative expenses) OTHER INCOME Commission.67 0.8 B 1 1.15 31.1 1.7 2.04 2./ JV in India Amount transferred from interbranch transactions blocked account Miscelleneous Income TOTAL INCOME EXPENDITURE Interest Expended Interest on Deposits Interest on RBI/ Inter-Bank borrowings Others Operating expenses Payment to & provision for employees Rent.2 2.3 1.62 0.20 0.00 0.13 0.01 1.07 0.93 17. Taxes & Lighting Printing and Stationery Advertisement and publicity Deprn.03 0.49 6.10 21. Audited Financial Year Ended 31st December 2004 Mean Rate as per Bank of Tanzania (No.06 5.35 28.

86) LIMITED REVIEW Nine Months ended Sep-05 3.34 (2.34 3.86) (2.86) (2.34 3.86) (2. & Contingencies (Other than floating provision for NPAs) Profits after provisions and contingencies Add: Amount transferred from Investment Fluctuation Reserve Less:Floating provision for NPAs Net Profit for the Year/ nine months as per Financial Statements APPROPRIATIONS TRANSFER TO a) b) c) i) ii) iii) d) e) Statutory Reserve Capital Reserve Revenue and Other Reserves Investment Fluctuation Reserve General Reserve Statutory Reserve (Foreign) Staff Welfare Account Dividend (including Dividend Tax) i) Interim Dividend ii) Proposed Dividend Tax on Dividend Transfer to:Unallocated Profit TOTAL (2. Audited Financial Year Ended 31st December 2004 Gross Profit before provisions & contigencies Less:Prov.34 3. No. in million) Sr.86) 3.BANK OF BARODA ANNEXURE H BANK OF BARODA (TANZANIA)LTD I SUMMARY STATEMENT OF PROFIT AND LOSS (Rs.34 218 .

(A) (B) 1 LIABILITIES DEPOSITS Demand Deposits .56 918.43 - (A) 1 2 3 4 5 6 7 8 30.00 35.From Others Saving Deposits Term Deposits from Banks Term Deposits from Others Borrowings .38 385.00 27.Outside India Other Liabilities and Provisions Subordinate Debts TOTAL .74 312.47 17.83 Limited Review Nine Months ended Sep-05 25.73 666.83 3.43 137.91 14.24 268.91 385.OutsideTanzania Money at call and Short notice Investment .64 0.84 35.38 10.01 65. Audited As at 31st December 2004 Mean Rate as per Bank of Tanzania (No.00 1.00 281. in million) Sr.76 600.68 2 3 4 5 6 (C) .04 23.From Banks .86 43.38 97.24 36.64 4.OutsideTanzania TOTAL Advances .ANNEXURE H BANK OF BARODA (TANZANIA)LTD II.In Tanzania .21 345. of Tanzanian Shilling equivalent to one Indian Rupee) as on closing date ASSETS Cash in Hand Balance with BoT Balance with Banks .OutsideTanzania Fixed Assets Less:Revaluation Reserve Net Fixed Assets Other Assets TOTAL .33 106.75 0.38 0.19 312.In Tanzania .In Tanzania .83 234. No.77 234.84 14. SUMMARY STATEMENT OF ASSETS AND LIABILITIES (Rs.In India .93 14.01 8.(B) NET ASSETS (C=A-B) 219 72.51 118.23 6.33 76.04 27.02 137.64 252.84 21.

35 0.65) 3.00 60.77 60.34 252. Liabilitity for partly paid investments Liability on account of outstanding forward exchange contracts Guarantees given on behlaf of constituents : in India Outside India Acceptances. No.76 0.93 271.00 0.(G) Limited Review Nine Months ended Sep-05 (A) 23.76 268.BANK OF BARODA ANNEXURE H BANK OF BARODA (TANZANIA)LTD II. of Tanzanian Shilling equivalent to one Indian Rupee) as on closing date Represented by: Share Capital Share Application Money RESERVES AND SURPLUS Statutory Reserve Capital Reserve Revaluation Reserve Investment Fluctuation Reserve Revenue & Other Reserve Deferred Tax Reserve Balance of Profit & Loss Account Share Premium TOTAL Less:Revaluation Reserve TOTAL .86) 0.86) (2. Endorcements & other Obligations Other items for which the Bank is contingently liable TOTAL .00 25.69 (2. SUMMARY STATEMENT OF ASSETS AND LIABILITIES (Rs.77 (D) (E) (F) 1 2 3 4 5 6 7 8 6 7 220 . The Bank not acknowledged as debt Disputed income tax demand under appeal/references etc.00 0. Audited As at 31st December 2004 Mean Rate as per Bank of Tanzania (No.76 268.(F) TOTAL (D+E+F) (G) 1 2 3 4 5 Contingent Liabilities Claims ag.04 252.04 0.86 251.00 268.62 (2.04 252. in million) Sr.

80 2005 0.49 0.00 0.05 0.25 0.70 0.00 0.67 0.00 0.00 0.78 0.00 0.44 0.00 0.31 0.00 0.30 0.47 0.00 0.00 0.82 0.00 0.00 0.00 0.75 0.75 0.67 0. 2002 2003 2004 0.42 0.67 Audited Financial Year Ended March 31.78 0.00 0.00 0.75 0.00 0.00 0.00 0.00 0.29 0.28 0.09.ANNEXURE H BOB (UK) LTD Statement of Assets and Liabilities (Rs.00 0.80 0.00 0.70 0.00 0.78 221 .00 0.70 0.80 0.51 0.00 0.50 0.26 0.00 0.82 Limited Review Half-Year ended 30.82 0. in million) 2001 Fixed Assets Investments Current Assets Debtors Cash at bank and in hand NET Assets Capital and reserves called up share capital equity shareholders fund 0.

00 1.35 2.797.00 2.28 0.253.953.724.14 1.360.230.96 648.09 1.44 2.48 421. STATEMENT OF CONSOLIDATED PROFIT AND LOSS (Rs.18 13.338.36 35.50 1.428.777.003.37 3.240.BANK OF BARODA ANNEXURE – I I.59 66.24 29.990.398.805.04 2.268.18 2.50 18.04 30.85 40.876.15 80. Exchange and Brokerage Profit on sale of Land.02 5.69 31.64 27.83 3.314.108.62 39.11 63.45 2.00 1.10 30. 2003 A I II III IV I II III IV V VI B I II III INCOME Interest Earned Interest / Discount on Advances/Bills Income on Investments Interest on Balances with Reserve Bank of India and other Inter-Bank Funds Others OTHER INCOME Commission.231.31 36.09.81 17.94 29.566.614.437.073.59 6.344.23 1.576.450.581.690.00 2.74 238.88 7.34 0.05 34.24 15.578.25 1. Buildings and Other Assets (Net) Profit on Exchange Transactions (Net) Profit on sale of Investments(Net) Profit on revaluation of Investments (Net) Miscellaneous Income TOTAL INCOME .83 38.822.77 1.116.891.79 158.56 1.04 0.899.783.45 299.587.35 1.01 76.800.22 18.03 34.59 2004 2005 Limited review Half-Year ended 30.37 30.109.903.99 3.408.71 1.069.743.28 15.398.68 0.103.69 0.06 5. in million) Audited Financial Year ended March 31.28 706.76 1.720.58 14.057.16 17.80 81.817.05 13.38 17.587.34 1.965.020.371.646.86 734.09.82 1.73 2.430.914.89 488.40 40.06 20.38 10.685.31 3.59 16.354.49 33.996.551.792.144.A EXPENDITURE Interest Expended Interest on Deposits Interest on Reserve Bank of India/InterBank Borrowings Others 62.30 990.394.64 0.57 2.811.85 22.05 222 .780.079.12 1.648.49 3.57 31.869.402.

86 49.65 167.482.41 10.93 10.30 58.658.72 940.04 5.56 11.98 826.04 5.52 225.68 320.878.25 111.18 96.84 1.30 30.30 189.150.19 2004 18.92 383.669.05 902.94 1.18 1.482.842.18 34.687.709.97 5.73 25.66 0.35 7.442.12 2005 20.06 0.25 7.79 418.08 107.57 53.775.06 1.288.27 5.75 427.82 418.775.263.86 (129.58 247.518.557.42 161.018.957.23 98.100.00 1.31 225.442.061.00 17.67) 8.49 0.014.69 23.402.927.43 275. Telephones etc.771.75 7.70 0.515.671.06 4.018.62 120.32 30.10 112.225.35 56.05 11.04 10.349.84 14.88 5.708.69 4.67 463. Telegrams.38 18.900.14 0.57 15.665.90 8.910.91 205.745.80 15.06 660.72 55.75 173.022.82 446.66 10. X Repairs and Maintenance XI Insurance XII Other Expenditure I II III IV V TOTAL EXPENDITURE Gross Profit before provisions & contigencies Add: Share of earnings/lossess in associates Less: Provisions & Contingencies Consolidated Net Profit before minnorities interest Less: Minorities Interest Consolidated Profit attributable to Group Add: Brought forward consolidated profit/ loss attributable to group APPROPRIATIONS Statutory Reserve Capital Reserve Revenue and Other Reserves Staff Welfare Proposed Dividend (including Dividend Tax) Balance carried over to Consolidated Balance Sheet 17.97 7.711.17 186.06 197.55 16.23 5.09.911.44 525.68 8.49 7.31 209.694.258.907.838.73 64.447.(Rs.12 2.00 3. 2003 Operating Expenses Payments to and Provisions for Employees Rent.55 11.293.31 805.36 5.52 423.21 448.08 27.25 111.17 92.09 34.500.15 871.27 437.53 113.20 275.87 365.383.28 921.293.42 9.10 15.54 2.09 414.91 100.32 29.63 1.487.73 1.76 129.75 10.944.09.854.293.93 8.225.34 6.564.081.211.70 34.59 125.27 120.61 46.438.93 5.04 30.90 255.869.494.128.54 47.86 5.47 205.78 1. Taxes and Lighting Printing and Stationery Advertisement and Publicity a) Depreciation on Bank’s Property other than Leased Assets b) Depreciation on Leased Assets VI Directors’ Fees.737.53 7. Allowances and Expenses VII Auditors’ Fees and Expenses (including Branch Auditors’ Fees and Expenses) VIII Law Charges IX Postages.63 0.37 1.31 10.19 2.02 235.354.10 223 .20 14.56 427.94 Limited review Half-Year ended 30.19 2.84 40.88 2.68 12.49 89.481.00 5.70 88.00 4.561.35 5. in million) Audited Financial Year ended March 31.

19 12.47 18.081.194.214.98 224 12.078.27 38.536.42 315.754.88 1.677.507.917.634.13 23.84 783.420.997.27 417.59 4.709.465.062.716.02 78.227.295.20 7.66 25.134.74 53.000.431.252.645.72 0. No.01 2.In India .47 14.20 492.335.52 425.98 58.29 256.38 58.86 67. 2003 (A) 1 2 3 4 5 ASSETS Cash in Hand Balance with RBI Balance with Banks .267.37 4.468.84 294.431.672.074.08 2.576.77 31.08 14.72 29.05 4.75 Audited As At March 31.233.94 11.098.99 4.77.673.30 9.96 361.718.92 499.77 168.114.833.18 361.In India .66 2005 4.54 .335.140.44 4.38 4.10 9.673.62 127.804.83 29.(A) LIABILITIES DEPOSITS Demand Deposits From Banks Demand Deposits From Others Saving Deposits Term Deposits from Banks Term Deposits from Others Borrowings .490.13 5.093.93 41.38 25.62 120.814.49 40.651.207.680.282.107.800.18 30.16 532.63 45.711.71 24.591.41 46.55 Limited review Half-Year ended 30.607.Outside India Other Liabilities and Provisions Subordinate Debts TOTAL .479.000.195.027.437.842.226.In India .044.070.63 22.790.833.20 - 6 7 8 (B) 1 2 3 4 5 6 (C) (D) (E) (F) (G) 1 2 3 4 5 (H) 10.80 7.565.98 40.12 363.454.190.180.511.336.63 384.11 58.157.608.60 676.47 234.54 55.90 14.430.89 37.39 8.214.288.128.439.43 9.956.900.866.398.548. in million) Sr.84 5.881.13 42.523.511.565.387.824.140.BANK OF BARODA ANNEXURE – I II STATEMENT OF CONSOLIDATED ASSETS AND LIABILITIES (Rs.510.12 7.37 496.945.410.201.590.740.63 7.893.93 296.945.07 63.30 9.418.02 250.349.00 28.45 9.005.35 64.95 4.(G) TOTAL (C to G) 4.945.54 47.00 821.12 21.053.256.62 12.658.01 18.60 408.680.85 9.11 221.38 19.432.511.27 389.051.18 8.26 359.Outside India TOTAL Advances .000.70 63.80 45.13 974.80 28.48 307.60 4.000.367.83 24.61 36.635.433.606.781.65 2.48 391.251.32 409.51 26.94 6.84 19.48 443.68 13. 2004 4.200.082.27 449.245.98 360.97 4.928.369.96 90.72 43.60 380.34 388.748.00 15.21 3.81 444.32 834.97 286.159.46 36.293.21 2.37 8.96 383.Outside India Money at call and Short notice Investment .05 365.44 29.382.302.893.839.25 352.928.02 25.335.35 55.750.13 4.90 4.881.941.98 7.13 68.315.96 10.00 738.24 883.45 874.82.97 60.72 7.53 15.757.348.686.489.88 28.67 45.98 2.809.319.21 12.99 502.83 15.75.89 90.943.09.945.373.56.701.654.09.403.68 40.611.400.42 22.03 46.595.(B) NET ASSETS (C=A-B) Share Capital Minority Interest Share Application money/ Share Premium RESERVES AND SURPLUS Statutory Reserve Capital Reserve Share Premium Other Reserves Revenue & Other Reserve Balance of Profit & Loss Account TOTAL .52 20.374.045.11 58.037.00 803.737.65 66.679.700.68 82.24 203.Outside India Fixed Assets Other Assets TOTAL .21 427.00 915.54 2.In India .049.387.55 57.75 499.340.415.04 55.48 21.544.16 13.35 32.976.83 935.19 79.41 305.80 8.06 35.53 30.00 877.796.48 6.614.729.18 34.576.410.00 981.93 6.46 28.006.870.64 15.04 3.85 7.82 746.87 7.169.387.

those which are acquired neither for trading purposes nor for being held till maturity.2 2.2 2.e. The Consolidated Financial Statements are prepared under the historical cost convention and on accrual basis. Treasury Bills.2 “Held to Maturity” comprising investments acquired with the intention to hold them till maturity. the foreign currency balances of Indian Branches of the parent and the financial statements of overseas subsidiaries are translated / converted at the mid-rate of exchange at the year end advised by Foreign Exchange Dealers Association of India. “Available for Sale” comprising investments not covered by (a) and (b) above i.3 4 Investment: 4. Other income and expenditure transactions of Indian branches of the Parent and domestic subsidiaries are accounted for at exchange rates prevailing on the date of transaction.1 Consolidated Financial Statements (CFS) of the Bank (Parent).4 3 Translation / Conversion of Foreign Currencies: 3. Indira Vikas Patras. after eliminating intra-group balances / transactions and resulting unrealised profit / loss. to conform to the Accounting Policies of the Parent. The financial statements of the bank and its subsidiaries are combined on a line by line basis by adding together like sums of assets.SIGNIFICANT ACCOUNTING POLICIES ON THE CONSOLIDATED FINANCIAL STATEMENTS 1. “Held for Trading” comprising investments acquired with the intention to trade. unless otherwise stated. Accounting Standards / generally accepted accounting principles and practices prevailing in India. for which provision is made by applying the Reserve Bank of India prudential norms of assets classification and provisioning applicable to advances. Minority interest in the CFS consists of the share of the minority shareholders in the net equity of the subsidiaries. 2. income and expenses.2 3.1 The Consolidated Financial Statements are prepared in accordance with Accounting Standard (AS)-21 “Consolidated Financial Statements” issued by the Institute of Chartered Accountants of India (ICAI). Basis of preparation of Consolidated Financial Statements: 1. 1. Investments classified as “Held to Maturity” are carried at weighted average acquisition cost unless it is more than the face value.1 Financial statements of foreign branches. Investments in Associates are accounted for under the Equity Method as per AS -23 “Accounting for Investments in Associates in Consolidated Financial Statements” issued by ICAI based on the audited Financial Statements of the associates. The accumulated net difference between the Head Office figures and corresponding figures of the Parents’ Foreign branches on account of assigned capital. wherever necessary. its subsidiaries and associates are prepared to comply in all material respects with applicable statutory / regulatory provisions. liabilities. Commercial Papers. Investments classified as “Held to Maturity” includes debentures / bonds which are deemed to be in the nature of / treated as advances.3 2. Head Office interest free funds and unremitted profit / loss is carried over if in profit and written off to the profit and loss account. unless otherwise stated. in which case the premium is amortised over the period remaining to maturity. if in loss. 225 . Consolidation Procedure: 2.1 The Investment portfolio of the Parent and its domestic Subsidiaries is classified in accordance with Reserve Bank of India guidelines into: (a) (b) (c) 4. and investments in Regional Rural Banks. The Financial Statements of subsidiaries and Associates are adjusted. 3. Kisan Vikas Patras and Certificates of Deposit which has been valued at carrying cost.

2 7. Claims received and provisions made for non performing advances in accordance with the prudential norms prescribed by Reserve Bank of India and revised from time to time. In respect of non-performing securities. 226 . In respect of advances made in overseas branches and subsidiaries.3 Profit / Loss on sale of investments classified as “Held to Maturity” is recognised in the Profit & Loss account based on the weighted average cost / book value of the related investments and an amount equivalent of the profit on book value of the related investments in “Held to Maturity” classification is appropriated to Capital Reserve Account. on such revaluation is credited to Capital Reserve. For the purpose of valuation of quoted investments in ”Held for Trading” and “Available for Sale” categories. Doubtful & Loss assets and provision for losses made on sub standard. Investments classified as “Available for Sale” are marked to market. 4.BANK OF BARODA 4. whichever are more stringent are followed. Depreciation on ATMs is provided on Straight Line Method at the rate of 20%. 5. if any. at the rates prescribed in Schedule-XIV of the Companies Act. while net appreciation. wherever applicable.1 7. In case of those branches situated in countries where no guidelines are specified.5 7. ‘Premises’ includes land and building under construction.33% as per guidelines of Reserve Bank of India. no depreciation is provided in the year of sale / disposal. While depreciation on additions is provided for full year. amount received and held in Suit Filed Sundry Deposits. Advances of the Parent and its domestic subsidiaries are classified as Standard. if any. the market rates/quotes on the Stock exchanges. income is not recognised and appropriate provision is made for depreciation in the value of such securities as per Reserve Bank of India guidelines. is ignored.4 4.1 6. Investments classified as “Held for Trading” are marked to market. 7 Depreciation: 7. Investments for which such rates / quotes are not available are valued as per norms laid down by Reserve Bank of India (RBI).2 Premises and other fixed assets are stated at historical cost except those premises. In respect of Investments at Overseas Branches.6 Depreciation on fixed assets in India except computers is provided under written down value basis. while the appreciation. the guidelines of the Reserve Bank of India are followed.8 4. Leasehold land is amortised over the period of lease. in each category disclosed in the balance sheet is provided. scrip-wise and the resultant depreciation is recognised in the Profit and Loss Account. 1956. the rates declared by Primary Dealers Association of India (PDAI) / Fixed Income Money Market and Derivatives Association (FIMMDA) are used. Sub-standard.9 Investments are net of securities lent and include securities borrowed under repo arrangements.1 Advances are net of Interest Suspense. RBI guidelines or those of the host countries.7 5 Advances: 5. is ignored. Depreciation on Fixed Assets outside India except computers is provided as per local laws for prevailing practices of host countries. if any.5 4. if any. which have been revalued and appreciation. 4.6 4. Depreciation on computers is provided on straight-line method at the rate of 33. scrip-wise and the resultant net depreciation.4 7. advances are classified in accordance with stricter of the prudential norms prescribed by the Reserve Bank of India or local laws of the host country in which advances are made.2 6 Fixed Assets: 6.3 7. Doubtful and Loss Assets as per the prudential norms of the Reserve Bank of India.

such income is accounted for only on realisation. Income from fees. 11 Taxes on Income: Provision for income tax is made in accordance with statutory requirements of the respective countries.8 Revenue Recognition: 8. 227 . subject to consideration of prudence. Deferred tax is provided for.1 8. 10 Deferred Revenue Expenditure: Deferred Revenue Expenditure mainly of Voluntary Retirement Scheme Expenditure is amortised over five years from the year in which it is incurred. In view of uncertainty of collection of income in cases of non-performing advances and investments. commission other than on Govt. Discount on Foreign Bills purchased and Interest on Overdue Bills / Advance Bills is accounted for on actual realisation. on fixed assets (including revalued assets) are recognised in accordance with the Accounting Standard 28(“Impairment of Assets”) issued in this regard by the Institute of Chartered Accountants of India. While calculating the deferred tax assets / liabilities. tax rates and laws that have been enacted or substantively enacted as on the Balance Sheet date are applied. business. 12. based on taxability of income that arises in one period and which is capable of reversal in one or more subsequent periods.3 Income is recognised on accrual basis. 9 Retirement benefits to Employees: Contribution to recognized gratuity fund. pension funds and provision for encashment of accumulated leave and additional retirement benefits are accounted for on actuarial basis. Contingent Liabilities: Provision is made in account unless no reliable estimate can be made of the amount of obligation or possibility of future cash flow is remote. Exchange.2 8. unless otherwise stated. Impairment of Assets: Impairment Losses. if any. 13. Brokerage.

00% 100. (18) Surat Bharuch Gramin Bank. (19) Jhabua Dhar Kshetriya Gramin Bank. and 19 Regional Rural Banks (parent’s ownership interest 35%). (11) Marudhar Kshetriya Gramin Bank. (2) Sultanpur Kshetriya Gramin Bank. (6) Fatehpur Kshetriya Gramin Bank. (9) Shahjahanpur Kshetriya Gramiin Bank.00% 100. (13) Bundi Chittorgarh Kshetriya Gramin Bank.00% 86.00% Non Banking: 1) BOB (UK) Ltd. (7) Faizabad Kshetriya Gramin Bank. parent’s ownership interest 25%).72% Country of Incorporation Proportion of Ownership Overseas Subsidiaries: a) Banking: 1) 2) 3) 4) 5) 6) b) Bank of Baroda (Botswana) Ltd. (8) Bareilly Kshetriya Gramin Bank. United Kingdom 100. Bank of Baroda (Hongkong) Ltd. Pvt.1 The particulars of associates considered in the CFS are as under: Indo Zambia Bank Limited. Ltd (from 03 – 04 onwards. (3) Allahabad Kshetriya Gramin Bank. (15) Dungarpur Banswara Kshetriya Gramin Bank. Bank of Baroda (Uganda) Ltd.00% 100. Cards Ltd.00% 100.00% 2. Bank of Baroda (Guyana) Inc. (10) Nainital Almora Kshetriya Gramin Bank. (17) Valsad Dangs Gramin Bank. Asset Management Co. (12) Aravali Kshetriya Gramin Bank.11% 100.BANK OF BARODA NOTES ON THE CONSOLIDATED FINANCIAL STATEMENTS: 1. Zambia (parent’s ownership interest 20%). (14) Bhilwara Ajmer Kshetriya Gramin Bank. UTI Asset Management Co. (1) Raebareli Kshetriya Gramin Bank. Non Banking: 1) 2) 3) 4) BOB BOB BOB BOB Housing Finance Limited. (16) Panchmahal Vadodara Gramin Bank. 228 . (5) Pratapgarh Kshetriya Gramin Bank. Bank of Baroda (Tanzania) Ltd (From 03 – 04 onwards) Botswana Kenya Uganda Hongkong Guyana Tanzania 100. Bank of Baroda (Kenya) Ltd. Capital Market Ltd. The Consolidated Financial Statement (CFS) comprise the results of the Bank (Parent) and the following Subsidiaries: Names of Subsidiaries Domestic Subsidiaries: a) b) Banking: Nainital Bank Ltd. Associates: 2. (4) Kanpur Kshetriya Gramin Bank. India India India India 67. Ltd.00% 100.00% India 97.70% 80.

618.80 783.822.90 874.90 974.322.70 374.28 3.20 9.Business Segments Sr.53 900. a.607.44 121.00 9.80 17.458.09.925.931.60 10.20 7.941.20 874.006.212.893.595.577.128. f.564.552.90 4.893.40 24.587.354.90 17.034. e.716.20 474.50 93.197.40 6.80 435.045.408.354.30 473.30 513.80 424.90 3.420. Segment Revenue (a) Treasury Operations (b) Other Banking Operations Total Segment Results (a) Treasury Operations (b) Other Banking Operations Total Unallocated expenditure Profit before Tax Provision for Tax Net Profit Other Information Segment Assets (a) Treasury Operations (b) Other Banking Operations Total Unallocated Assets Total Segment Liabilities (a) Treasury Operations (b) Other Banking Operations Total Unallocated Liabilities Total 35.07 152.28 778.60 1.520.03.673.544.720.731.20 974.037.498.60 441.537.637.973. Particulars Cost of Investment in Associates Goodwill on acquisition included in (a) above Share of post acquisition profits (Net) Carrying Amount of Investment (a + c ) Investment in India Investment outside India Total (e + f) As at 31.70 462.2.287.70 5.78 806.75 706.629.70 4.606.605.78 343.386.90 38.046.20 17.10 19.027.40 39.371.00) 13.200.80 358.789.069.172.10 105.20 41.85 As at 31. b.78 95.90 6.80 5.246.30 427. g.03.00 80.355. d.90 39.20 10.420.20 2 3 341.535.842.30 1.2005 829.965.544.03.819. The amount of Goodwill / Capital Reserve on consolidation has not been ascertained.40 7.20 951.123.90 935.566.03.20 11.107.026.80 444.33 1.40 5.90 366.566. in million) Half Year Half Year Ended Ended 30.56 135.11 1.835.169.70 16.2004 829.636.03 Year Ended 31.90 848. The Parent’s cost of its investment in its Subsidiaries has been eliminated against the Parent’s portion of equity of each subsidiary as at the year end.60 344.40 81.315.210.50 16.845.017.30 76.298.30 1.20 .735.40 783.84 900.80 429.30 489.045.258.169.10 563. instead of Parent’s portion of equity of each subsidiary as on the date on which investment is made in the subsidiary.70 935.40 1.172.937.2003 804. No.618.30 1.309.80 7.29 1.809.80 73. in million) Sr.858.30 27.322.50 40.00 464.50 1.085.50 1.05 22.40 766.40 14. No.388.006.30 918.686.288.80 5.219.10 10.259.30 19.40 2.320.00 7.65 1. Segment Reporting: Part A .50 868.10 949.90 710.548.20 23.86 1.04 30.40 As at 31.323.40 (2.30 12.668.00 20.919.40 420.90 1.316.2 Particulars of the Investment in Associates: (Rs.636.60 86.90 17.20 2.75 706.00 8.307.75 706.90 43. in the absence of adequate information.09.950.682.608.846.463.358. c.80 788. 1 Particulars Year Ended 31.60 229 436.484.50 857.80 2.333.03.30 9.049.03.447.500.04 Year Ended 31.014.05 (Rs.922.60 87.10 41.412.

354.566. the funds transfer pricing mechanism followed by the Parent has been used.80 76.40 974.00 935. In determining the segment results.644.235.03.80 72.720. Segment revenue represents revenue from external customers.456. 230 .05 36.074.934.09.30 120.101.03.10 168.006. 1 Particulars Year Ended 31.307.50 876.40 6.619.90 81.484.BANK OF BARODA Part.30 754.20 80.04 Year Ended 31.80 794.618.20 Revenue (a) Domestic (b) International Total Assets (a) Domestic (b) International Total 69.04 36.50 874.03.60 75.30 2 Notes : (a) (b) (c) Banking and Other Operations include the Banking Operations of the Parent and Subsidiaries and other operations comprising Credit Cards.B : Geographic Segments (Rs.20 40.10 114. No.337.09.586.03 Year Ended 31.90 161.893.822.371.20 7.30 4.515.30 141.30 Half Year Ended 30.024.80 39.398.900.898.220.10 104.981.296.00 3.60 7.569.051.50 783.40 668. in million) Sr.544.05 Half Year Ended 30.40 812. Capital Markets and Asset Management of its Subsidiaries.

67 (5.94 (846.67 1.544.54 (11.698.928.61) 9.38) 5.56 75.677.42 871.00 0.00 0.700.14 25.232.72 15.326.098. Cash flow from investing activities: Purchase of fixed assets Sale of Fixed Assets Dividend received from Subsidiaries/others Net cash from investing activities (B) C.845.93) 0.54 0.403.27) (667.50 1.127.62) 4.05 108.51 75.56 0.725.543.STATEMENT OF CONSOLIDATED CASH FLOW (Rs.00 (1.05 231 16.08 3.019.065.31 49.935.52 (82.966.82 1.19 7.514.33 11.50 6.09.43) 3.09) 1.849.404.84 1.81) (7.00 (847.843.89 87.36 189.544.00 0.52 (79.21 (1.964.388.97 (687.38 69.29 (189.710.97) 11.778.669.29 8.45 96.00 0.382.99 71.09 4.370.585.170.351.464.67 (110.185.95 93.70 (1.00 114.02 0.186.03.789.811.50 96.25 9.710.2005 A.648.150.94 1.29 (1.50 Year ended 31.157.00 (1.29 110.24) (8.852.39 (1.057.185.673.20 418.517.72) 20.05 Net Profit before taxes Adjustments for: Depreciation on fixed assets Amortisation of lease assets Amortisation of expenses of VRS Depreciation on investments (including on matured debentures) Bad debts written-off/provision in respect of non-performing assets Provision for Standard Assets Provision for Other items Profit/(loss) on sale of fixed assets Payment/provision for interest on subordinated debt(treated separately) Dividend received from Subsidiaries/others (treated separately) Sub total Adjustments for: (Increase)/Decrease in investments (Increase)/Decrease in advances (increase)/Decrease in other assets Increase/(Decrease)in borrowings Increase/(Decrease) in deposits Increase/(Decrease) in other liabilities and provisions Direct taxes paid Net cash from operating activities (A) B.78 (17.43) (57.83 25.78) 0.134.Annexure – I III . Cash flow from operating activities: 9.799.56) 0.42 805.67) 6.603.984.06 1.54 (2.68) 6. Cash flow from financing activities: Share capital Share premium Dividend Unsecured Redeemable bonds Interest paid / payable on unsecured redeemable bonds Net cash from financing activities (C) Net increase in cash & cash equivalents (A)+(B)+(C) Cash and cash equivalents-Opening Cash and cash equivalents-Closing .06 150.29) (3.82.548.00 2.08) 47.82) 0.014.95) 117.65 (1.34) (1.70) 30.27 (114. in million) Year ended 31.557.49 0.53) 4.40) 8.61 (1.98 885.867.00) (7.689.170.65) 28.2004 Half Year ended 30.000.673.34 (2.607.72) 6.13) 1.25 847.03.12 (1.753.514.14 22.342.94) 0.00 7.

13% 296.732.545.58 12.48 30.97 293.000.43 907.700 163.34 2.90 20.93 2.) 2647 5377 7.) Earning per Share (Rs.09 2.000 296.01 52. 2002 Year Ended 31st March.400 182.670 6768 5.926.136.400 14.23 57.52 15.70 514.265.27 57.780. As per the guidelines of Reserve Bank of India.11 35. of Shares) $ Half-yearly figures not annualised.33 3 Return on Net Worth (%) No.38 30.263.39 35.600 17.26 48.29 7. unamortised expenditure on voluntary retirement scheme is not to be subtracted while computing the amount of Tier I capital in capital adequacy.400 23.65 18.05 Earnings per Share Profit after Tax Weighted Average number of equity shares (No. 2005 Half Year Ended Sept.619.265.867.27 2.23% 293. 1 Particulars Year Ended 31st March.798.58 9.96 2. 2001 Year Ended 31st March.59% 293.36 2.08 293.42 40.265.363.BANK OF BARODA Summary of Accounting Ratios: Annexure – J (Rs. No.463.332.000 104.68 40. except percentages) Sr. Similar principle has been applied while calculating the Net Assets Value / Net Worth 232 .04 Half Year Ended Sept.000.000.600 179.24 2.943.19 2 Net Asset Value Share Capital Total Reserves & Surplus Less: Revaluation Reserves Intangible Assets Deferred Tax Assets Net Worth 2.000.628 9.91% 296.000 136.506.27 53.764.577. in million.05 2. 2003 Year Ended 31st March.000 8.400 196.94 18.492.492.945.20% 293.261.160 296.000 120.7 948.367.618.063 4.000 25.26 293.945.943.265.479.62 47.95 2360.27 8. of Shares 4 Book Value per Share (NAV) (Net Worth / No.945.26 53.59% 296.66% 293.17 296.000.263.943.334.77 293. 2004 Year Ended 31st March.60 1.945.55 430.30 2.261.23 2.98 2.000.37 2.343.41 53.700 32.

58% 12.04 Sept.19% 69.18% 42.06% 1.75% 1.20% 1.11% 2.43% 4.I Tier .39% 2.94% 15 16 65.68% 2.55% 62.00% 59.32% 3.43% 8.69% 0.97% 8.96% 8.80% 8.17% 24.86% 3.79% 7.05% 7.23% 6.64% 2.96% 6.45% 2.00% 1.78% 5.17% 20.68% 3.82% 0.82% 13.88% 5.42% 1.87% 3.02% 58.15% 1.65% 7.21% 4.27% 2.24% Interest Income / Average Working Funds (AWF) Interest expenses / AWF Interest spread / AWF Non-Interest Income / AWF Operating expenses / AWF Cost Income Ratio Gross (Operating) profit / AWF Net profit / AWF Return on Net Worth Return on Assets Return on Average Assets Yield on Advances Cost of Deposits Dividend payout Ratio (including Corporate Dividend Tax) Credit — Deposit Ratio Credit + Non SLR Investment (excluding Investments in Subsidiaries) — Deposit Ratio Capital Adequacy Ratio Tier .59% 0.80% 9.27% 55. 31st March.21% 3.00% 49.31% 69.71% 5.44% 63.11% 46.05 9.62% 8.00% 1.03% 2.99% 6.99% 2.52% 12.23% 0.24% 0.93% 17 233 .76% 65.50% 12.13% 0. No.63% 11.06% 1.75% 7.04% 8.06% 2.38% 6.81% 1.56% 4.69% 3.86% 7.36% 6.81% 3.97% 7.59% 1.II 49.94% 5.43% 10.85% 6.97% 22.56% 3.76% 0.18% 1.79% 15.83% 7.14% 1.63% 0.56% 1.92% 0.49% 4.86% 4.08% 2.66% 0. 31st March.80% 1.56% 22.24% 51.47% 5.74% 1.34% 13.Key Financial Indicators (Figures in percentages) Sr.30% 53.18% 4.61% 60.29% 54.65% 8.20% 7.13% 9.89% 0.71% 0.11% 1.26% 4.Bank of Baroda . 31st March.41% 60.67% 55.91% 8.32% 25. 31st March.76% 4. Ended Ended 2001 2002 2003 2004 2005 Sept.15% 48.42% 0.08% 3.32% 7. 1 2 3 4 5 6 7 8 9 10 11 12 13 14 Particulars Year Ended Year Ended Year Ended Year Ended Year Ended Half Year Half Year 31st March.20% 2.82% 0.72% 12.96% 2.63% 3.15% 2.20% 53.96% 12.91% 1.19% 46.99% 18.45% 0.10% 4.

44 0. in crore) Gross Profit per employee (Rs.45 2.09 40. 31st March.89 36. in lakhs) Business per branch (Rs.20 18.26 179.69 2.56 42.313 2.38 35.84 0.36 39.05 38.17 120.603 2.679 2.753 2.19 196.35 32. 31st March.803 2.37 17.23 39.24 0.98 39.73 2.62 0.25 23.64 0. in crore) Earnings per share (Rupees) Book Value per share (Rupees) 234 .30 14. No.04 Sept.41 0.56 0.30 39.96 5.738 3.57 30.91 0.95 0.76 1.43 39.93 2.05 46.08 182.26 1.733 3.71 45.77 0.39 0. 1 2 3 4 5 6 7 8 9 10 11 Other Key Financial Ratios Year Ended Year Ended Year Ended Year Ended Year Ended Half Year Half Year 31st March. 31st March. 31st March.33 Employees (number) Branches (number) Business per employee (Rs.360 2.70 0.899 2.28 3.94 104. Ended Ended 2001 2002 2003 2004 2005 Sept.86 2.61 6.43 4.79 2.26 4.Key Financial Indicators Sr.49 0.12 49.16 2.BANK OF BARODA Bank of Baroda .24 2. in crore) Average Business per employee (Rs.529 2.730 2.736 2.10 8.97 163.52 2.97 5. in crore) Net Profit per branch (Rs.28 25.77 136.82 1. in crore) Gross Profit per branch (Rs.53 0.170 2.37 1. in lakhs) Net Profit per employee (Rs.669 1.84 0.45 3.

in million) Borrowing: Short Term Debt Long Term Debt Total Debt Share Holders Funds Equity Share Capital Add: Forfeited Shares Total Share Capital Preference Shares Share Premium Reserves & Surplus Total Share Holders’ Funds Long Term Debt Equity Ratio Notes: 1.62 3.243.37 0.945.932.27 0.67 37.62 2.65 12.80 48. Reserves and Surplus are after excluding revaluation reserve. 2.Annexure – K Capitalisation Statement: (Rs.47 235 .894.655.244.577.38 57.80 48.72 47.65 12.00 7.387.650.47 Post Issue 11.65 3.00 ** ** ** ** Sep-05 11.650.67 37. intangible assets and deferred tax assets ** As this is an issue by way of book building process.243.894. post issue figures are not possible to be ascertained and therefore not given.642.27 0.

59% 3.369.80)* 1067.10 (1.189.60) 67.287.60) 1.20) (0.BANK OF BARODA Annexure L TAX SHELTER STATEMENT FOR FIVE CONSECUTIVE FINANCIAL YEARS ENDED 31-03-2005 (Rs.70) (239.90) (34.00) (583.00 2002 35.875% 5. on Income Tax Refund TOTAL (A) Timing Difference Difference between Tax & Book depreciation Disallowance on account of net Provision for Bad & doubtful debts (foreign) (India) Provision for others TOTAL (B) Net Adjustments (A) + (B) Tax Saving thereon Note: 1) 2) Figures in brackets indicate reduction of tax liability.80) (0.497.206.70) (3.00) (1.90) (11.20 (246.80 (2.70) (2.50) 951.50) (187.10) 1.404.80 2005 36.20) (190. out of provisions of earlier years.60 (360.90) (2.40 492.10) 5.216.30 1.30 (325.40) 264.00) (0. 2001 39.00) 153. * + The figures are provisional.816.90) 820.00 (444.187.453.70 269.00 (881.704.00 (53.10) 23.75% 4.40 (1.30 (236.60) 318.00) (0. in million.60) (2.00) (3.70% 2.00 (261.40 (227.980.838.80 2004 35.350.30 5.00 (523.20 (1.50) 6.200.60) 222. The above figures have been computed based on accepted additions / disallowances in the Assessment Orders of the relevant years and / or income tax return filed.30 236 .403.156.50) 856.50 (265.90) (2.40) (382.20) 6.60) 46.00 2003 36.10) (2.00 (609.00) (180.40) 605.299.208.50* (1.840.30 (3.80) (2.089.40) 1.60)* (639.50 (1.50) 630.60 (234.405.55% 1. Disallowable expenses Income exempt u/s 10 Int.00) 111.90)+ (3. except percentages) As at March 31st Tax Rate Income Tax (excluding tax on Book Profit) Adjustments Permanent Differences Dividend Income from House property Profit/Loss on sale of Fixed Assets Wealth tax Allowable expenses not debited to P/L A/c.00 (47.716.60 (1.30 482.40) 6.40) 480.30) (1.

56 9.000.00 15.62 10.00 6.408.00 48.34 11.00 12.00 2.72 18.025.31 6. in million) Statement of Borrowings: 2001 Reserve Bank of India Other Banks IDBI Refinance SIDBI Refinance NABARD Refinance Other Institutions .253.00 3.000.751.00 6.253.648.171.52 54.00 846.870.094.00 92.72 2.000.CBLO Borrowings Outside India Sub Total Tier II Bonds Series II Series III Series IV Series V Total 21.000.000.63 43.63 0.00 6.Annexure – M (Rs.47 6.362.000.60 15.00 2004 0.00 6.751.332.000.00 Financial year ended 31st March 2002 1.000.25 2.21 0.00 6.330.000.811.000.568.08 1.21 6.00 6.926.00 0.34 12.00 15.26 3.914.69 8.72 6.894.38 26.047.700.54 2.000.47 22.54 6.82 14.000.00 12.18 5.00 6.00 0.64 4.00 7.332.94 8.000.194.00 91.00 3.806.21 Sept-05 0.000.00 3.31 23.000.45 11.00 15.50 3.03 160.00 2003 0.00 0.00 6.89 2.74 650.700.85 0.77 10.000.76 5.404.00 12.000.98 67.000.16 0.00 6.00 237 .83 37.75 14.93 0.21 3.00 6.00 3.00 95.000.09 31.665.00 6.926.919.54 18.000.00 0.34 26.000.408.00 122.400.57 14.09 16.362.00 2005 0.196.00 14.00 0.299.000.000.00 6.689.000.35 Half Year Ended Sept-04 0.00 1.29 6.

798 55.094 2005 Interest Income/ expense 29.233 34 .81% 1.67% 7.94% 5.152 827 .000 37. We have not recalculated income that is subject to tax benefit on a tax equivalent basis.34% 8.397 64 .273 Average Yield cost 8. as reported to the RBI on Form A.41% 3.755 4.636 8.728 937 .647 281 5.97% 0.28 Average balance 404. The average yield on average interest-earning assets is the ratio of interest income to average interest-earning assets.090 53.975 60 .175 6.00% 7.941 2004 Interest Income/ expense 280.860 39 .078 Average Yield cost 7.15% 1.314 64 .668 767 .470 61 .975 37.023 214.942 5.890 5.70% 681 .754 228 5.639 98.BANK OF BARODA SELECTED STATISTICAL INFORMATION The following information should be read together with our financial statements included in this Red Herring Prospectus as well as the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations “On an Unconsolidated Basis”. The average balances in the table below include gross non-performing assets. resulting in the presentation of the average yields and cost for each period.443 272. Average Balance Sheet and Net Interest Margin The table below presents the average balances for interest-earning assets and interest-bearing liabilities together with the related interest income and expense amounts.043 Average Yield cost 7.027 29. These amounts do not give effect to the adjustment to our net profits as a result of the restatement of our unconsolidated financial statements in connection with this Issue. (Rs.673 369 11.185 150.752 426.34% 6.093 716 .22% 2.624 63.88% 9.43% 4.55% 8.94% 5.050 1621 487 10.08 293. except percentages) Fiscal 2003 Average balance Assets: Advances Investments Others Total interest earning assets Fixed assets Other assets Total assets Liabilities: Deposits Demand deposits Savings deposits Term deposits Borrowings Unsecured subordinated bonds (“Tier II Bonds”) Other borrowings Total interest bearing liabilities 345.062 1499 689 12.470 33.26% 12.521 4.000 21.98% 805 .86% 15.563 51.032 3.662 27.53 2.389 495.48% 7.191 80.414 177.971 344.51% 7.893 875 .479 129 6.29% 238 .66% 6.257 768 .86% 4.94% 15.140 35 .56% Average balance 360.000 25. The average balance is the fortnightly average of balances outstanding.735 446.49% 1.727 1.281 60 .86% 718 .23% 0.96% 0.314 32.852 7.744 768.380 53.98 6.18% 7. in million.51% 6.91% 3.288 28.141 61 . The average cost on average interest-bearing liabilities is the ratio of interest expense to average interest-bearing liabilities.949 44.506 59.567 678.76% 8. The amounts presented in this section are based on our financial statements prepared in accordance with Indian GAAP and internally generated statistical data.307 26.792 632.552 390.861 Interest Income/ expense 30.253 32.21 4.

except percentages) Six months ended September 30. The difference in net interest margin and spread arises due to the difference in the amount of average interest-earning assets and average interest-bearing liabilities.793 3.535 64.766 7.27 3.863 1.391 46. in million.817 1.449 376.69 Interest income/ Expenses Average yield Cost Six months ended September 30.25 6.572 33 .405 11.40% Average Yield cost 3.000 10.560 2004 Interest Income/ expense 35. If average interest-bearing liabilities exceed average interest-earning assets.74 5.81 3.20% Average balance 44.071 804.942 21.034 Other Liabilities 46. If average interest-earning assets exceed average interest-bearing liabilities.488 1.007 . net interest margin is greater than the spread.800 937.58 7.23 15.933 16.433 895.729 385.238 14.595 1.668 895. except percentages) Fiscal 2003 Average balance Capital and reserves 39.673 7.673 33 .766 30 .72 4.34% Average Yield cost 4.521 29. 2004 Average Balance Assets: Advances Investment Others Total Interest earning assets Fixed Assets Other Assets Total Assets Liabilities Deposits Demand Deposits Savings Deposits Term deposits Borrowings Unsecured subordinated Bonds Other Borrowings Total interest bearing liabilities Capital and Reserves Other liabilities Total Liabilities Net interest income Net interest margin 1.63 3.967 855.68% - (Rs. 779.19 2.891 44.37 Net interest margin is the ratio of net interest income to average interest-earning assets.080 39.29 7.995 4.04 7.052 17 .37 6.32% Average balance 49.87 454.30 4.052 13 .792 Net interest income Net Interest Margin Interest Income/ expense 39. 239 .982 77.(Rs.14 394.690 94.885 827.407 17.643 85. net interest margin is less than the spread.231 14.22 7.007 .223 73.898 Total liabilities 767.437 8.715 3.950 14.950 839 142 17 . 2005 Average Balance Interest income/ Expenses Average yield Cost 15.755 25. in million.006 848.82 4.24 4.000 19.071 4.744 2005 Interest Income/ expense 34.033 2.711 82.268 15 .24 3.714 11.407 848 425 18 .940 30 .276 8.94% Average Yield cost 5.268 18 .900 56.324 913.320 16.12 820.

024 Change due to change in average Rate (2) (2. Break up of cost of deposit in demand deposits.714 Change due to change in average Rate (2) (1.804 1.033) (4.983) (6. Break-up of interest expenses on demand deposits.382 3.313) 52 (118) (1.692 0 282 1.164) 4.781) 60 (904) (5. Fiscal 2004 vs. 2005 is not given as there is no internally generated date for the same.379 7.007 268 (368) 2. 240 .168) (152) 1. Fiscal 2004 Net change in interest income or expenses Change due to change in average volume (1) 3.845) 2.107) 53 35 (4. The change due to change in average rate is the total change less the change due to change in volume. Fiscal 2003 Net change in interest income or expenses Interest income: Advances Investments Others Total interest earning assets Interest expenses (3) Deposits Demand deposits (3) Savings deposits Term deposits Borrowings Unsecured Subordinated Bond Other borrowings Total interest bearing liabilities Net interest margin (1) (2) (3) Change due to change in average volume (1) (2.187) 4682 324 (223) 2.915) 1.BANK OF BARODA 2. 2004 and September 30.078 0 (64) 4.019 569 1.844 (1.713) 1.345) (370) (182) (1. 2004 and September 30. Inter office placements/borrowings of overseas territories are reflected as interest bearing assets/liabilities.092 3.483 2.337 52 (54) (5.256 2. the allocation of the changes in our interest income and interest expense between average volume and changes in average rates.024 (3. For the purposes of this table.654) 2.309) 101 (5.019 (2.699 (7) 939 1.134 (1.155 8.518 Change due to change in average Rate (2) (4.126 (202) 21 (6.543 4.996 9 1 (781) The change due to change in average volume was calculated from the change in average balance over the two periods multiplied by the average rate in the earlier period. First 6 months of Fiscal 2005 Net change in interest income or expenses Change due to change in average volume (1) 4.907 924 First 6months of Fiscal 2006 vs.059) 3. saving deposits and time deposits for the half year ended September 30. 2005 is not given as there are no internally generated data for the same.878 1.215 1.035) Fiscal 2005 vs.363) (3.653) (182) (73) (5. Analysis of Changes in Interest Income and Interest Expense Volume and Rate Analysis The following table sets forth.699) (5.352 638 (186) 4. for the periods indicated. 3. changes that are due to both volume and rate have been allocated solely to changes in rate.485 30 1.897) (791) 122 (202) (4. savings deposits and term deposits for half years ended September 30. The changes in net interest income between periods have been reflected as attributed either to volume or rate changes.289 860 495 (4.234) 4.571) 9 283 1.

10% 112.496 13.060 29.A. 804.03% 107.34% 8.A. N.A.534 716. 631.66% 84.470 56.78% 90. Spreads and Margins The following table sets forth.007.70% 89.91% 86. 4. 2.05% 3.755 31.80% 3.795 683.51% 9.761 N.A.77% 7.A.342 681.268 N.046 39.A.439 768.94% 8.A. and Foreign market placement.A.97% 2.96% N.942 35.81% 2004 61.206 18.16% 8.34% 4.276 769. N.78% 92. 4. 2. N.28% 88.175 570.809 35.45% 2003 60.792 93.407 94. 110. N.81% 6.86% 6. 241 .40% 3.188 21.06% 108.02% 121.437 720. FCNR (B) loans.347 718.A.766 N.636 718. NA 38.00% 8.900 Interest income Of Which Interest Income on Rupee Assets Average interest-earning assets Of Which Average Interest earning Rupee Assets Interest expense Of which interest expenses on Rupee Liabilities Average interest-bearing liabilities Of which Average Interest Bearing Rupee Liabilities Net interest income Average total assets Average interest-earning assets as a percentage of average total assets Average interest-bearing liabilities as a percentage of average total assets Average interest-earning assets as a percentage of average interestbearing liabilities Average interest-earning rupee assets as a percentage of average interestbearing rupee liabilities Yield (Interest earned/Average interest earning assets) Of which Yield on Rupee Earning Assets Cost of funds (Interest exp.A.77% 105.053 N.65% 118.233 605.713 15.860 507.42% 7.793 937. 614774 N. 848.29% 4.A.73 N.744 93.A.73% 7.74% 5.01% 3. 2002 59.573 N.24% N. spreads and interest margins on our interest-earning assets.A.87% First 6 months of fiscal 2005 30.314 57.A.72% 3.852 637.976 55.48% 106.58% 117. 611.66% 2.25% N. N.A.84% 4.537 805.09% 3.A.196 N.01% 4.37% 4.A. 855.745 18.27% N.A.495 97.890 633. 668. N.A.A.521 28.37% N.A.034 767. 6.578 875.38% 85.91% N.555 N.A.A.346 516. N.950 1. N.23% 4.391 2006 336. (Rs.A.A.A.404 34. / Average interest bearing liabilities) Of which cost of Funds of Rupee Liabilities Yield Spread (Yield – Cost of funds) Net interest margin Interest expense apportioned to interest earning assets Notes: 1.74% 105. 3.70% N.98% 5. N.30% 8.45% N.A. for the periods indicated the yields. 105.874 468.Yields. N. Interest earning rupee assets includes total interest earning assets less foreign operations.405 895.142 540790 25715 827567 92.350 40. N.A. in million except percentage) Fiscal 2001 57.646 17. 913.78% 2005 64.94% 5.02% 3. 3.46% 2. N.A.94% 117.00% Interest bearing liabilities includes demand deposits.

Bank is maintaining deposits of RRB in current account.79% 2003 7. 0.180.18 25.839.67% 4.e.48% in fiscal 2003.381. Interest bearing rupee liabilities is total interest bearing liabilities less foreign operations. an analysis of the residual maturity profile of our Domestic investments in coupon-bearing securities.26 1.820.53% in fiscal 2004 and 0.80% 5.459 683.01% 19.65 274.88% 2002 5. (Rs.15 6.567 44.120.30% First 6 months of fiscal 2005 2006 5063 4.092.768 937.27 308.535 1. (Rs.249. 242 .94% in fiscal 2005.25 Our funding operations are designed to optimize the cost of funding and effective liquidity management.034 1.23 61. as of September 30. Returns on Equity and Assets The following table presents selected financial ratios for the periods indicated.160 895. Total Deposits The average cost (interest expense divided by average of monthly balances) of savings deposits was 3.98% in fiscal 2004 and 2.80% 16.53 102. The average cost of term deposits was 7.415.71% 5.594.774 30.00 19.62% 5. The primary source of funding is deposits raised from our customers.422.BANK OF BARODA 3.56% in fiscal 2003.85 1.28% in fiscal 2004 and 5.711 0.670 827.59% 5. The following table sets forth.22% 7.40% 8.011 614.690 1.77 104.23% 0. except for percentages) As on September 30.63% # Includes paid up share capital.49% 10. in million except percentages) Fiscal 2001 Net profit after tax Average total assets Average shareholders’ funds (#) Net profit after tax as a percentage of average total assets Net profit after tax as a percentage of average shareholders’ funds Average shareholders’ funds as a percentage of average total assets 3. in million. 6. The average cost of Demand deposits was 0.46 59.83% 14.21 35.13% 21.45% - 77.98 128.23. 2005. The amounts indicate the book value (i. 2005 Upto one year Amount 14.38% 2005 6.17% 21.427.172.72% 13.98% 8.792 39.84 128.26% in fiscal 2005.69 122.08% 2004 9. FCNR (B) deposits.743 0.820.520.495 32.05 - 60.431.22% in fiscal 2005.21 984.86 312.041.007.700.407 46.41% in fiscal 2003.69 27.00 One to five years Amount Five to ten years Amount More than ten years Amount Domestic Government and other approved securities (excluding recap/ special bonds) Other debt securities (including recap/ special bonds) Other coupon bearing securities Total coupon-bearing securities Total market value of coupon-bearing securities Funding Total Amount Yield 8.61% 5. EEFC.728 767.03% 4.23 17. the acquisition cost) of the securities and are gross of depreciation.310. Reserve and Surplus adjusted with revaluation reserve The following table sets forth.006 0..962. 2.744 49.837. RFC and Foreign market borrowings.891 56.950 1.

147 132.055 310.14 100.100 66. (Rs.854 31. (Rs.55 8.766 62.914 813.418 663.324 4.69 6.65 8.671 107.335 % of total 8.246 70.00 % of total March 31.70 85.01 59.36 0.32 14.388 739.00 March 31.510 54.412 813.155 66.63 41. except for percentages) March 31. as of the dates indicated.940 484.53 15.248 593. 2004 Balance outstanding % of total March 31.763 340.302 491.36 0.21 8.08 42.39 10.01 100.17 89.12 0.295 280.664 % of total 8.711 3.16 24.420 119.194 439. except for percentages) March 31.953 54.850 663.62 100.45 0.453 60.99 0.815 21.916 4.31 62.769 516.479 531.74 66. in million.24 88.234 434. 2005 Balance outstanding % of total September 30.69 4.241 861.664 15.00 September 30.71 100.68 57.48 7.921 729.28 15.656 54.334 16.00 March 31. 2003 Balance outstanding Geographic Distribution Northern North Eastern Eastern Central Western Southern Domestic total Overseas Territories Total 101.47 7.717 % of total 9.93 59.087 643.561 5.69 6.67 6.900 47.55 3.27 3.63 27.802 464.31 0.28 0.922 103.61 4. 2003 Balance outstanding Demand deposits From Banks From Others Savings deposits Term deposits From banks From Others Total deposits 59.644 110.755 75.797 227.463 86.144 164.805 861. 243 .60 100.717 16.013 335.29 12.965 417.55 8.543 40.00 140.717 4.00 The following table sets forth.83 8.914 64.673 15.67 6.81 28.as of the dates indicated our outstanding deposits and the percentage composition by each category of deposits.61 100.610 51.00 110.654 5.81 100. 2004 Balance outstanding 67.695 4.210 729.858 5.17 42.41 39. 2005 Balance outstanding % of total Notes: The above figures are derived based on data received from branches and adjustments made for the branches for which data were not received. in million.96 100.95 61. the regional exposure of our deposits.673 % of total 9.73 16.155 29. 2005 Balance outstanding 80.23 87.19 11.940 249.86 14.21 0.912 121.11 63. 2005 Balance outstanding 68.866 709.97 28 63.29 8.00 131.951 197.460 44.

673 2.432 (34.856) 1.63%) (42. for the periods indicated our average outstanding borrowings with and without Tier II Bonds.257 63.727 369 1.26% 11.708 0 0 0 9.534 929 30.803 0 0 0 32.742 (69.111 648 580 65.803 39.100 2.255 210.153 0 307.068 843.15% 5.527 3.504 7.042 1.973 (201.210 780.312 3. (Rs.907) (36.576) (51. in million.688 8.81% 5.82%) (25.184 24.716 29.000 49.924 162 3.855 843.547 1 to 14 Days 0 0 68.053 8.59%) (49.160 667 101.093) 493 57.28% Asset-Liability Gap The following tables set forth our asset-liability gap position as of March 31 2004.834 19.BANK OF BARODA Total Borrowings The following table sets forth.537 78.30% 7.62%) (34.756 34.967 425 848 1.85%) (118.896 Over 5 Years 2.885 76.098) (67. Investments (Performing) Advances (Performing) Net NPAs (including investments) Fixed Assets Other Assets C) Total Inflows D) Asset/ Liability Gap (C-A) E) % Asset/ Liability gap (D as % To A) F) Cumulative Asset/ Liability Gap (D cumulative) G) % Cumulative asset/ liability gap (F as a % of B) Total 2. except for percentages) OUTFLOWS Capital Reserves & Surplus Deposits Borrowings Other Liabilities & Provisions A) Total Outflows B) Cumulative Outflows INFLOWS Cash Balances with RBI Balances with other Banks and money at call & short notice.976 33.652 528 2.758) 110 2.120 351 7.000 34.49% 4.062 12.794 244.945 48.062 689 1.747 412.896 78.29%) 244 . in million.004 2 1.432 (23.758 39.751 54.39% 8.188 1.37%) (31.179 >6 to 12 months 0 0 95.94% 10.967 15.706 4.856 3.384 24.26% 21.184 1.339 >3 to 6 months 0 0 64.364 8.635 0 0 100.46% 25.352 1 106 20.142) 628 254.020 26.945 48.375 7.615 498 9.892 0 0 0 41.70% 11.56% 0 24.673 8.896 29.142 383.69%) 8.184 15.919 547 7.951 305.459 176.128 42.921 338.69% (14.163 843.237) (48.941 2.851) 459 2.399 10.459) (44.769 35.000 40.870 134.650 4.000 36.813 97. except for percentages) Average balance Borrowing excluding Tier II bonds Tier II bonds Total borrowings Fiscal 2003 Interest Average Expense Cost Average balance Fiscal 2004 Interest Expenses Average cost Average balance Fiscal 2005 Interest Expense Average Cost First six months of Fiscal 2006 Average Interest Average balance Expense cost 37.39% 19.273 4.86% 12.883 (10.806 75.364 729.100 379.020 2.109 4.69%) (20. (Rs.013 6.089 0 0 0 42.58% (244.153 34.000 29 days to 3 months 0 0 75.244 >3 to 5 years 0 0 17.891 241.171 0 0 27.339 343.608 7.389 >1 to 3 years 0 0 380.840 755.509 15 to 28 days 0 0 20.499 2.050 15.82%) (320.650 99.505 0 0 6.325 26.56% 19.727 15.050 487 1621 2108 1.

50)% (21.94)% (10.893 847.115 (49.22)% (36.609 0 0 121.743 662 7.099 (15. 2005: (Rs.945 53.020 418.010 274 3.778 1 to 14 Days 0 0 72.218) (45.944 7.19% 11.081 9.778 22.19% (5.87)% 0 3. Balances with other Banks in current account.502 0 900 29 days to 3 months 0 0 82.331 235.560 >6 to 12 months 0 0 103. The following items have been shown as 80% in 1-3 years time bucket and balance 20% in 1-14 days time bucket: a) b) c) 5.186 41.077) (311.380 65.110 65.996 1252 50.316 44 3.156 153.41)% 2.198 6.774 0 0 11.713 (13.069) (68.639 5. Assets and Liabilities are classified in the applicable maturity buckets based on residual maturity/ RBI guidelines unless specifically mentioned.448 0 2.570 0 0 19.171 4.209 2.341 93.778 3.099 7. core (1-3 years bucket) and minimum core (over 5 year buckets) portion of these deposits. and Other Assets. except for percentages) OUTFLOWS Capital Reserves & Surplus Deposits Borrowings Other Liabilities & Provisions A) Total Outflows B) Cumulative Outflows INFLOWS Cash Balances with RBI Balances with other Banks and money at call & short notice Investments (Performing) Advances (Performing) Net NPAs (including investments) Fixed Assets Other Assets C) TOTAL INFLOWS D) Asset/ Liability Gap (C-A) E) % Asset/ Liability gap (D as % To A) F) Cumulative Asset/ Liability Gap (D cumulative) G) % Cumulative asset/ liability gap (F as a % of B) Assumptions 1.099 (7.671 338.402 10.685 44.74)% (24.375 90.820 3.116 >3 to 5 years 0 0 19.791 7.972 23.800 0 2. Total 2.3371 217.031 0 529 Over 5 Years 2.707 3.695 0 0 0 49.172) (118.418 369.983 84.091 >3 to 6 months 0 0 91.969) (29.364 94. Current deposits.745 940.463 0 219 47.888 33.151 6.620 421.320 8.841 15 to 28 days 0 0 47.199) (17.905) (47.039 33.103) (47.130 241 649 104. Bills payable and other liabilities reflected under other liabilities and provisions.408 54.29)% 18.704 0 0 0 54.483 0 0 10.635 428.945 53.396 32. Provision on standard advances are allocated based on performing advances.361 0 6.The following table sets forth our asset liability gap positions as of March 31.870) (23. 4.759 940.624 331.919 6. 2.648 314.332 6.624) 0 7.298 219.593 534 87.711 8.00% 6.747 940.295) (217.68)% (28.265 27.068 47.65)% 992 5.675 (193.972 1.608 40.333 0 0 0 72.862 5.332 813.678 3.594 42. in million.670 875.545 (45.05)% 457 69.334 16.682 132. savings deposits and cash credit/overdraft have been distributed in various time buckets as approved by Board on the basis of behavioral studies on volatility (1-14 days bucket).98)% 8. 245 .52% 779 222.468 0 2734 >1 to 3 years 0 0 390.608 0 28.820 84. Overdue deposits are considered in 1-14 days time bucket.502 48.

02 (11. 2004.01 49.00 Note: Advances figures are from the Balance Sheet as on the reference dates and are net of provisions.50 9. Balances with other banks in deposit accounts as on March 31.25 40.74 218.82 % 6.00 269.365. (Rs. 2005 onwards and accordingly the previous period figures are not comparable.961.003. 246 .23) 13. as of the dates indicated: (Rs.441. 2003 Loans DOMESTIC Corporate and Commercial (Of which Small Scale Industries (SSIs) Housing & Retail (1) Agriculture Total outstanding loans (1) 252.480. 489.707 70. for the dates indicated. 2004 Amount 24.71 175. For information on our credit exposure ceilings.53 240.503 81. 2005 Loans % of Total The above figures are based on compilation of data received from all the regions.47 100.66 100.27 38.386 (34.13 204.936. our total outstanding loan portfolio was Rs.971. overdrafts and others Term Loans Total 23.109. 8.62 353.62 55.Credit Exposure Ceilings” beginning on page 67 of this Red Herring Prospectus.30 (9.008.317 52.128 31.71 10.523. Ceilings are set in relation to single/group borrowers.55) 17.65 134.BANK OF BARODA 6. The advance against securities is reflected as part of retail loans from March 31. Balances with Reserve Bank of India are shown in various time buckets based on proportion of Net Demand Term Liabilities (Domestic).55 195. see the section titled “Business.107) 42. Loan Portfolio As of September 30.095. The following table presents our Domestic outstanding loans by sector and the proportion of these loans to our outstanding domestic total loans. The above data is based on information compiled by respective departments.84 % 9.57 (10.67 41. The following table sets forth.Risk Management.989 311. We have set our own credit exposure ceilings based on the guidelines for substantial exposure limits set by the RBI which are typically more conservative than those prescribed by the RBI.178 30.120. except percentages) March 31. 2003 Amount Bills Purchased/Discounted Cash Credit. 2005 Amount 39.525 76.565) 73.10) 8.84 (11. 2005. 2004 Loans % of Total March 31. unsecured borrowers and with respect to each industry sector.96 11.39 434.523.11 100.728.00 % of Total March 31.936.52 489.00 240.82 % 7.00 March 31. are shown in 1-14 days time bucket.18 % 9.18 million.00) 16.01 51. Concentration of Loans and Credit Substitutes Credit exposure ceilings are a prudential measure mandated by the RBI aimed at improving risk management and avoiding concentration of credit risks.27 100. 2005 Amount 44. 2005 Loans % of Total September 30.00 September 30.87 100.587) 27. except percentages) March 31. our loan portfolio classified by product group.439 (37. in million.44 100.32 100.70 183.12 41.00 147.153 (35.386. 7.831 43.565 (40.26 12.185 376.661) 63.00 March 31.55 100. in million.455 71.Credit Risk.825 424.194 312.12 356.20 50.00 298. Net NPAs are reflected in 3-5 years bucket with regard to substandard assets and the remaining balance is shown in more than 5 years bucket.963.

35 20.08 0.81 13.772. A-4 dated 24-7-2005.2 6.32 1.772. 11. The following table sets forth. guarantee given on behalf of constituents.208.014.377.40 million which is nearly 19. 2005: (Rs. our largest non-food exposure to a single borrower was of Rs. based on the audited accounts as on March 31. endorsement and other obligation.285.5 5.8 10.85 Industry/Sector Classification 24.19 (1) 18.91 13.887.982.37% of our capital funds as on March 31.6 8.2 (665.306.65 1.05 1.38 1. 2005.500.09 1.97 19. in million) Name of Account Borrower Borrower Borrower Borrower Borrower Borrower Borrower Borrower 1 2 3 4 5 6 7 8 Exposure % of Total Global Exposure 3.086. Top 10 borrowers as on September 30.724.74 12.766.96 1.0 11.572.31 11.11 1.0 6.0 8.0 6.50 1.169.71 1.45 1.520.23 10.9) (1) Borrower 9 Borrower 10 Total Global Exposure (1) Food Credit Infrastructure Finance Banking & Finance Housing Finance Banking & Finance Residuary NBFC Infrastructure Finance Refinery and distribution of petroleum products Banking & Finance Aluminum Standard Standard Standard Standard Standard Standard Standard Standard Standard Standard 247 .69 8.7 5. 2005 and reviewed accounts as on September 30.25 1. On September 30.069.0 7. in million) Name of Account Borrower Borrower Borrower Borrower Borrower Borrower Borrower Borrower Borrower Borrower 1 2 3 4 5 6 7 8 9 10 Exposure % of Total Global Exposure 3.88 0.81 % of Capital Funds 39.9 8. 2005.97 13.57 14. for the dates indicated.419.347.666.4 9. This includes net advances.90 9.181.57) (2) Food Credit Infrastructure Finance Banking & Finance Housing Finance Residuary NBFC Engineering Infrastructure Finance Telecom Telecom Banking & Finance Standard Standard Standard Standard Standard Standard Standard Standard Standard Standard Total Global Exposure (2) (1) (2) Necessary approval for exceeding the exposure norms has been accorded by the Board vide resolution no.95 16. 2005. our largest non-food exposure to a Group borrower was of Rs.17 10.86 9.On September 30. 11.9 Million which is nearly 19. our 10 largest single exposures (in descending order) as determined by the RBI guidelines.97 2.05 % of Capital Funds 38.90 0. 2005. Top 10 borrowers as on March 31.15 Industry/Sector Classification 23.991. non-SLR domestic securities and investments outside India.7 7. All these borrowers are currently performing according to the terms of our contracts with them.37 16.44 15.0 7.4 9.46 1.36% of our capital funds as on September 30. 2005.34 11. 2005: (Rs.4 12.270.77 1.11 1.3 (587317.4 6. acceptance.8 11.

0 6.30 5. This includes net advances. our 10 largest Group exposures (in descending order) as determined by the RBI guidelines.03 7. Non SLR domestic securities and investments outside India.87 1.83 0.44 1.26 11. in million.44 Classification Name of Group # September 30. The following table sets forth.77 1. guarantee given on behalf of constituents.66 1. endorsement & other obligation.878. where sacrifice was made based on the restructuring exercise. (Rs.31 17. 2005.96 0. acceptance.92 2. 2005 Exposure % of Total Global Exposure 1.2 Standard Standard Standard Standard Standard Standard Standard Standard Standard Standard * Total Global Exposure (587.982.70 % of Capital Funds 19.72 Classification Group Group Group Group Group Group Group Group Group Group 1 2 3 4 5 6 7 8 9 10 16.783.10 4.90 5.13 * 20.90 10.548.9 11.73 0.82 14.612. 2005 and reviewed accounts as on September 30.339. the Groups may not necessarily be the same. except percentages) March 31.5 4.93 0.483.595.734.9)* # * in both these cases.766. except for IFCI Limited.48 9.065.371.1 5.663. 2005 Name of Group # Exposure % of Total Global Exposure 2.308.80 % of Capital Funds 27.3 9.80 7.40 4.21 15.00 8.3 9. for the dates indicated.1 4.20 0.57)* (665.18 1.271.36 18.420.71 0.80 0. endorsement & other obligation.080.96 0.67 7.526. guarantee given on behalf of constituents.80 1.16 8.BANK OF BARODA (1) This includes net advances.36 0.13 8.80 Standard Standard Standard Standard Standard Standard Standard Standard Standard Standard Group 1 Group 2 Group 3 Group 4 Group 5 Group 6 Group 7 Group 8 Group 9 Group 10 *Total Global Exposure 11.10 10.92 8.44 16.53 1.737.74 14.74 8.40 6. based on the audited accounts as on March 31.3 4.79 7.317. acceptance.84 0.94 10.2 5. The following table sets forth. There have been no defaults or any compromise or write off by any of the above parties. our ten largest industry exposures (Domestic advances): 248 .689.169. the periods indicated. Non SLR domestic securities and investments outside India.20 12.

54 1.05 16.3 1.56 4.292 3. of Accounts Funded O/s as on 30-9-05 Funded O/s to top 10 companies in the industry 795. 2005 Infrastructure Textile Chemical.57 1.99 23.80 3 4 5 6 8 9 10 7 - 29.04 161.900.0 114.455.222.71 2.93 9. in million.4331.862.77 26.152.953 8.52 20.737 198 90 4.986.88 Rank Funded Outstanding 33.939. Fertilizer.149.106.87 7.1 7.16 9.1 135.54 5.17 81. Paper & Prod Rubber & Prod.107.19 3.33 2.78 2.149.841.1 1.07 10.96 4.78 Rank September 30.9 9.873.163.188.815.3 20.7 1. except percentages) March 31.14 3.91 13. Pharma Iron & Steel All Engineering Metals & Metal Products Gems & Jewellery Plastic (part of other industry) Food Processing and Beverages Paper & Paper Products Automobile Sugar 4 1 1 2 1 2 21.835.22 4.778. in million.110.119.01 4.06 2.63 4.98 2 3 5 6 8 9 7 10 21. Dyes Paints.570. 2004 Industry Funded Outstanding 12.0 2.074.2 2.427.82 17.4 1.06 5.2 2. except percentages) Industry No.961.43 25.2 4.5 4.89 132.(Rs.09 79.325.373.5 10.089.386.7 9.75 104.02 6.6 4.4 1.236 4.249.9 7.37 26.18 69. 2005: (Rs.63 Rank Funded Outstanding 45.675.50 2.19 73.799 804 801.27 84.13 3.269.08 3.7 156.5 115.80 4.06 % of Funded O/S 23.85 5.30 10.32 2.96 15.748.01 85.44 5.38 3.455.38 16.7 30.11 4.1 1.61 63.123.2 1.8 15.99 4. All Engineering Textiles Sugar Tea Food Processing and Beverages Vegetable Oil & Van Tobacco & Prod.242.9 3.07 Coal Mining Iron and Steel Metal & Metal Prod.19 69.119.01 16.18 3.239.89 72.873.67 15.96 78.06 52.970.2 249 .691.6 4.847.88 84.5 3.546 263 273 1.185.55 30.961.74 2005 % of Funded O/S 21.68 4.809.331.558.82 3 4 5 6 7 8 9 10 - Industry wise outstanding as on September 30.484.430 2.104.35 4.137.16 4.6 Funded O/s to top 10 companies as a % of O/s to the Industry 99.74 35.984.66 % of Funded O/S 9.6 1.67 7.859.374.

except percentages) Industry No. Amount of Interest Suspense held. 2005.36 5.063.298 65.0 2.272. 2005.5 2.54 Chemical.2 1.481 82. Deposit Insurance and Credit Guarantee Corporation/ Export Credit Guarantee Corporation (DICGC/ECGC) claims received and held.328. Dye. Paints etc. 2003.689. 2005.00 332.017 42. respectively.038. our gross non-performing asset as a percentage of gross advances was 7. 250 2003 % of advances 2004 Amount % of advances Amount 2005 % of advances September 30.78 489.61%.5 14.35% of our gross non-performing loans. of gross domestic NPAs as on September 30.004 76. 2005 and half year ended September 30.5 882.977 356.127 17.2 2.698. Cement Leather & Prod. 2005.36 15.768 44.66 8.4 31. 43.509.810.69 100.325.35 90.87 12. (Rs.375 289 1.45 % (considering floating provisions).836.839.34 100.3 45.253 34.7 1.3 The table below shows the amount of our net advances as on March 31.957 29. except percentages) Classification of Net Advances March 31.820. As of September 30.29 54.00 .2 4.382.787 35.10 70.68 8.07 99.919 434.06 7.185. Particulars Amount Secured by tangible assets (including advances against book debts) Covered by bank or Government guarantees Unsecured Total Non-Performing Assets As of March 31.7 5.8 190.152.163.38 86.82 % of gross domestic NPAs were from priority sector advances.3 Funded O/s to top 10 companies as a % of O/s to the Industry 55.504.73 63.BANK OF BARODA (Rs.776.25 80.523. We define net NPAs as gross NPAs less our loan loss provision.862.03 12.009 80.19 100. 2005 Amount % of advance 291.3 1.13 15. as on March 31.00 355.586 353.61 100. 2005. in million. 2004.0 352.85% and 11. in million.7 1.00 285.5 104.18 72. of Funded O/s as on 30-9-05 Funded O/s to top 10 companies in the industry 16.0 409.65 18.137 72. that are secured or covered by guarantees or unsecured.015 28.9 2.07 100.8 5. We have made such provisions for 81. We have maximum NPAs in textile and chemicals industries with 14.8 706.89 42.51 91. sundry Deposit received and held and amount of floating provisions.30 % and our net nonperforming assets as a percentage of net advances was 1. Amount of Suit filed.00 62. Gems and Jewellery Construction Petroleum Automobiles Computer Software Infrastructure Other Industry Total Security 4384 371 925 851 695 2 1.

72 348.528 581 615 4.864 5.50 6.864 5.548 5.322 17.583 Net Advances (for Net NPA %) 272.399 453 385 385 342 342 349 349 608 449 449 510 510 423 423 3. NPAs NPAs as % of Adv Amt.579 1.367 18.209 41. 2005 2001 Amt.399 17.588 41.019 4.197 1.140 6.893 Gross Advances 296.608 DICGC/ECGC claims received and held 415 415 SFSD held Provisions (as per RBI) 601 591 17.619 608 453 20.39 3.322 17.731 378.99 428. 2003 2004 2005 Sept.472.757 Other Adjustments 137 130 Floating Provisions 1.259 334.551 32.679 11.02 378.13 20.984 3. as of the dates indicated.212 1.021 2.The following table set forth.190 5. in million.747 28.334 39.420 2.98 349.69 Unapplied Interest (Domestic NPAs) Not Available Not Available 251 .022 615 596 20. information about our non-performing advances portfolio: (Rs.11 Interest Suspense 3. NPAs NPAs as % of Adv Amt.752 13.019 7.151 27. NPAs NPAs as % of Adv 12.757 17.134 18.516 29.983 2.498 4.048 18.462 12.212 Total Deductions 23.218 7.134 17.995 18. NPAs NPAs as % of Adv 362.244 28.975 26. NPAs NPAs as % of Adv March 31.986 16.34 Amt.50 14.52 455.003 483. 30.022 44.391 4. except percentages) 2002 Amt.799 10.45 28.731 2.608 3.048 20.132 21.349.190 7.274 6.221 2.528 126 2498 28. NPAs NPAs as % of Adv Amt.695 29.567 3.221 3.30 510.975 27.877 5.818 10.857 14.593 23.379 27.983 2.291 33.649 4.

0% provision. 2005. which become 60% with effect from March 31. In accordance with the above RBI guidelines on income recognition. depending upon the period for which the asset remains doubtful. 2005. 2007. advances are classified in accordance with stricter of the prudential norms prescribed by the RBI or local laws of the host country in which advances are made. claims received and provisions made for non-performing advances in accordance with the prudential norms prescribed by RBI and revised from time to time. 252 . doubtful or loss assets. amounts received and held in suit-filed sundry deposits. In respect of rescheduled/restructured accounts.25 % is made on standard advances (including in respect of investments by way of debentures/bonds in the nature of advances). The unsecured exposures that are identified as sub-standard attract an additional provison of 10. should be reversed or provided for if the same is not realized. Doubtful Assets : A 100. for the current year.0% provision. wherever applicable. once loan accounts are identified as non-performing. The said provision is included under the head “Other Liabilities”. if any advance account becomes NPA as at the close of any year. Loss Assets : 100 % provision.0% provision is required to be made against the secured asset as follows: Up to one year: 20. In respect of NPAs. In respect of assets that have been doubtful for over three years on or after April 1. the provsion has been raised to 100% with effect from March 31.0 % on the outstanding balance. 2006 and 100% with effect from March 31. 2004: 50% provision. This applies to Government guaranteed accounts also. provision is made for the sacrifice of interest measured in present value terms as per Reserve Bank of India guidelines. if unrealized.BANK OF BARODA Classification of Assets Advances are net of interest suspense. i.0%.0% to 100. fees and similar other income should be reversed or provided for.0 % on the total outstanding. 2004. if uncollected. and will be 75% with effect from March 31. One to three years: 30. We make provisions for losses made on substandard. In cases where there is a secured portion of the asset.e. Interest income from advances for NPAs is recognized only on realization. Income Recognition As per the extant guidelines on IRAC norms as revised by RBI from time to time.. doubtful and loss assets as per the prudential norms of the RBI set forth below : Sub-Standard Assets: A general provison of 10. Advances are classified as standard. as well as corresponding period of previous year. In respect of advances made in overseas branches. a total of 20. and is included under the head “Other Liabilities” as per RBI guidelines. A provision of 0. and More than three years: In respect of outstanding stock of non-performing assets as on March 31. interest accrued and credited to the income account. a 20. interest and other fees charged in the account.0 % provsion/write-off of the unsecured portion of advances that are not covered by realizable value of the security. are reversed and held in Interest suspense account. sub-standard.

The following table provides a break down of our gross advances as of the dates indicated.208. (Rs.587.46 23.529.90 8.73 6.39 41.50 0.798.498.00 6.458.83 9.39 4.073. A fully secured standard asset can be restructured by rescheduling the principal or interest payments.201.448.025.550.11 4.430.60 695.50 2.60 0.00 6.767.752.40 115.67 5.70 24. including an increase in our restructured assets.60 0.10 5.50 1.10 2.746.20 11.535.87 6.61 6.30 4.30 100.50 41.20 87.00 4.70 7.291.829.10 0.13 26.951.85 100. in the element of interest.30 0.30 7.123. is either written off or provided for to the extent of the sacrifice involved.66 6.892.887.60 4.10 10.00 0.50 93.20 .368.30 32. 2005 Amount % 254.10 92.00 455.90 3.70 85.409.60 12.20 100. which has resulted in an increase in the level of restructured assets in the Indian financial system.90 12.303. 2001 Amount ASSET CLASSIFICATION Standard Assets Non-Performing Assets Of which: Substandard Assets Doubtful Assets Loss Assets Total Loan Assets % 2002 Amount % 2003 Amount % 2004 Amount % 2005 Amount % September 30. whether in respect of principal or interest payments.70 1.50 2.50 2.95 4.20 March 31.075.60 1.314.10 6.24 23.504.60 82.679.50 2.218.571. but must be separately disclosed as a restructured asset during the year of restructuring.937.34 28. This system has led to the approval of restructuring programs for a large number of companies.20 132.50 100.773. falls due.00 7.504.40 11.61 336.40 2005 4.02 39.00 2.30 14.34 2.417.819. subject to satisfactory performance during the period. Sub-standard assets which have been restructured. measured in present value terms.50 100.98 338. Following table presents our assets restructured during the periods indicated: (Rs. The objective of this framework is to provide a more timely and transparent mechanism for the restructuring of corporate debts of viable entities facing financial difficulties.70 478.00 7. in million) 2003 CDR Restructured Assets Standard Assets Substandard Assets Doubtful Assets Loss Assets Total CDR Restructured Assets Other Restructured Assets Standard Assets Substandard Assets Doubtful Assets Total Other Restructured Assets Total Restructured Assets 253 1.00 378.50 296.00 89.80 1. which is one year after the date when first payment of interest or of principal.452. Similar guidelines apply to sub-standard assets.32 6.60 7.349.89 317.10 8. are eligible to be upgraded to the “standard assets” category only after a specified period.50 133. whichever is earlier.48 422.62 1.329. The amount of sacrifice if any.334.00 0.00 1.85 9. RBI has also created a corporate debt restructuring (CDR) system in 2003. In order to create an institutional mechanism for the restructuring of corporate debt. 2004 5.30 243.333. in million except percentages) BREAK UP OF GROSS ADVANCES March 31.11 44.13 8.70 88.00 Restructured Assets The RBI has separate guidelines for restructured assets.220.00 362.00 378.857.50 100.599.313.860.666.50 1.52 33.142.50 0.391.875.20 0.719.00 0.58 24.044.00 510.730.

BANK OF BARODA
Provisioning and Write-offs
Our policies on provisioning and write-offs of non-performing assets are consistent with those prescribed by the RBI guidelines. In addition to the provisions required by RBI guidelines, we also make additional provisions for NPAs such as float provisions. As of March 31, 2005, out of our total provision for NPAs of Rs. 23,186 million, we have Rs.5,864 million in excess of the required provision against NPA of Rs. 33,218 million. This loan loss coverage ratio as at March 31, 2004 for gross NPAs was 81.35% (the coverage ratio is calculated using our total provisions, Deposit Insurance and Credit Guarantee Corporation/Export Credit Guarantee Corporation (DICGC/ECGC) claims received and held as coverage). This has marginally decreased to 83.08% as on September 30, 2005. The table below shows the changes in our provisions over the past three fiscal years. (Rs. in million) 2003 Opening Balance ADD : Provisions made during The year (including float provisions) LESS : Write-off / write-back during the year Closing Balance 20,528.10 5,440.30 5,920.20 20,048.20 March 31, 2004 20,048.20 6,736.30 8,650.80 18,133.70 2005 18,133.70 5,560.50 6,372.20 17,322.00

In compliance with regulations governing the presentation of financial information by banks, we report non-performing assets net of cumulative provision and interest suspended in our financial statements. Recovery in respect of nonperforming advances is allocated first toward principal and thereafter against interest.

254

Sector-wise Analysis of Gross Non-Performing Assets

The following table sets forth, as of the dates indicated, the classification of our gross non-performing assets/priority and other sectors. (Rs. in million, except percentages)
Mar.05 Gr. Adv. Gr. NPA Gr. NPA% Gr. Adv. Gr. NPA Gr. NPA% Gr. Adv. Gr. NPA Gr. NPA% Gr. Adv. Gr. NPA Gr. NPA% Gr. Adv. Gr. NPA Gr. NPA% Mar.04 Mar.03 Mar.02 Mar.01

Sept.05

Sector

Gr. Adv.

Gr. NPA

Gr. NPA%

I. Priority Sector 4,451.80 5,827.50 3,522.70 1 0 . 6 0 106 ,531.90 15 ,115.50 1 4 . 1 9 100 ,091.00 16,737.40 16.72 85,914.40 18 ,294.80 21.29 79,764.10 17,484.10 1 0 . 0 3 3 0 ,1 9 3 . 8 0 1 5 . 6 9 3 5 ,1 0 6 . 9 0 7 . 2 5 4 1 ,2 3 1 . 2 0 5,096.00 6,246.00 3,773.50 16.88 17.79 9.15 3 1 ,9 8 9 . 6 0 3 4 ,5 8 7 . 4 0 3 3 ,5 1 3 . 6 0 5,916.40 7,363.70 3,457.30 18.49 21.29 10.32 2 6 ,8 7 7 . 8 0 3 2 ,8 3 7 . 4 0 2 6 ,1 9 9 . 2 0 6,460.40 7,863.40 3,971.00 24.04 23.95 15.16 2 5 ,8 6 7 . 1 0 3 2 ,3 5 4 . 7 0 2 1 ,5 4 2 . 3 0 6,5 25.60 7,3 17.10 3,6 41.40 25.23 22.62 16.90 21.92

Agriculture SSI Others

5 2 ,8 2 4 . 6 0 4 0 ,5 6 5 . 5 0 5 2 ,2 3 2 . 1 0

4,361.60 5,406.80 3,838.00

8 . 2 6 4 4 ,4 0 3 . 3 0 1 3 . 3 3 3 7 ,1 4 0 . 0 0 7 . 3 5 4 8 ,6 1 4 . 0 0

Total Priority Sector

145 ,622.20 13 ,606.40

9 . 3 4 130 ,157.30 13 ,802.00

II. Non Priority Sector (NPS)

Large & medium industries Trade & others Psus 1 1 . 9 9 9 5 ,9 0 2 . 3 0 1 8 ,8 8 3 . 7 0 4 . 9 6 5 9 ,0 1 7 . 0 0 3,706.50 1 . 0 7 5 1 ,0 7 3 . 7 0 283.80 7 . 2 3 205 ,993.00 22 ,874.00 8 . 4 0 3 1 2 ,5 2 4 . 9 0 3 7 ,9 8 9 . 5 0 2 . 0 3 6 5 ,8 0 9 . 1 0 1,809.10 7 . 3 0 378 ,334.00 39 ,798.60 1 0 . 5 2 378 ,209.00 41,679.00 1 2 . 1 6 3 1 1 ,5 0 3 . 0 0 3 9 ,0 9 9 . 6 0 2 . 7 5 6 6 ,7 0 5 . 4 0 2,579.40 1 1 . 1 0 211 ,413.00 22,362.20 1 0 . 5 8 218 ,980.00 24 ,260.00 1 2 . 5 5 3 0 4 ,8 9 4 . 4 0 4 2 ,5 5 4 . 8 0 3 . 8 7 5 7 ,4 9 7 . 0 0 2,338.10 1 1 . 0 2 362 ,391.40 44 ,892.90 19.69 6.28 0.56 9 6 ,1 1 3 . 9 0 1 7 ,8 0 9 . 0 0 5 1 ,6 7 1 . 1 0 4,263.10 6 3 ,6 2 7 . 7 0 290.10 18.53 8.25 0.46 9 7 ,6 8 0 . 9 0 1 9 ,3 2 3 . 4 0 5 0 ,8 0 1 . 2 0 4,425.80 7 0 ,4 9 7 . 9 0 510.80 19.78 8.71 0.72 7,812.90

1 4 3 ,1 6 4 . 2 0 1 3 ,2 8 8 . 3 0 6 8 ,9 0 4 . 9 0 3,497.40 6 7 ,0 1 5 . 2 0 658.80

9 . 2 8 1 1 3 ,6 4 7 . 5 0 1 3 ,6 3 1 . 4 0 5 . 0 8 7 1 ,1 0 5 . 0 0 3,524.40 0 . 9 8 6 1 ,5 4 5 . 3 0 657.10

5 8 ,0 9 3 . 0 0 1 6 ,2 5 5 . 6 0 6 5 ,4 9 2 . 7 0 4,7 93.90 5 1 ,2 2 8 . 3 0 557.10 1 1 . 0 8 174 ,814.00 21,606.60 1 3 . 9 6 2 5 4 ,5 7 8 . 1 0 3 9 ,0 9 0 . 7 0 4 . 0 7 4 2 ,0 0 9 . 6 0 2,7 66.50 1 2 . 3 9 296 ,587.70 41,857.20

27.98 7.32 1.09 12.36 15.36 6.59 14.11

Total NPS

279 ,084.30 17 ,444.50

6 . 2 5 246 ,297.80

255

Domestic Advances Intl. Advances

4 2 4 ,7 0 6 . 5 0 3 1 ,0 5 0 . 9 0 8 5 ,7 1 8 . 5 0 1,298.60

7 . 3 1 3 7 6 ,4 5 5 . 1 0 3 1 ,6 1 4 . 9 0 1 . 5 1 7 8 ,8 3 6 . 1 0 160.32

Total Gross Advances

510 ,425.00 32 ,349.50

6 . 3 4 455 ,291.20 33 ,218.10

Note: This data is based on information compiled by respective departments.

BANK OF BARODA
The following tables sets forth, as of the dates indicated, the classification of our gross non-performing assets by industry sector. (Rs. in million, except percentages) March 31, 2001 Industry NPA % NPA to total industry O/s. 2.08 37.64 9.24 26.06 18.63 28.00 13.15 8.77 20.28 12.12 9.06 21.32 30.16 19.84 30.96 29.80 8.70 15.72 21.58 30.70 3.14 11.03 18.07 Provision NPA March 31, 2002 % NPA to total industry O/s. 2.00 29.05 14.77 21.85 17.79 28.89 13.37 5.90 24.75 11.07 7.76 39.44 25.64 16.90 26.34 31.08 10.30 12.56 25.66 19.69 2.18 27.43 19.96 Provision

Coal Mining Iron & Steel Metals & Metal Prod All Engineering Textiles Sugar Tea Food Processing Veg Oils & Vanasp Tobacco & Products Paper & Products Rubber & Prod Chemicals, Dyes Paints, Fertilizers, Pharma Cement Leather & Prod Gems & Jewellery Construction Automobiles Computer Software Infrastructure Other Industries Total

18.59 413.75 1,429.98 1,263.88 1,948.95 5,584.19 390.01 24.89 941.88 110.66 12.02 584.96 483.42 4,668.81 533.65 287.45 388.63 192.20 943.16 86.81 175.01 1,461.20 21,944.10

4.56 157.63 586.34 622.39 709.24 2,420.33 226.07 7.60 373.35 41.52 4.55 242.34 234.93 2,331.49 235.14 133.77 107.89 69.50 235.68 25.15 64.53 355.66 9,189.62

24.07 408.91 2,385.83 1,256.72 1,837.30 5,901.52 459.07 25.06 1,019.13 129.60 12.74 1,369.80 428.26 4,739.43 529.85 269.44 430.96 213.57 955.36 86.28 164.97 3,497.42 26,145.31

4.73 189.01 672.77 643.41 684.11 2,455.38 74.51 8.05 374.64 41.79 4.80 414.44 254.50 1,999.77 234.22 150.73 74.32 60.41 388.58 27.17 76.47 1,444.00 10,277.78

(Rs. in million, except percentages) March 31, 2003 Industry NPA % NPA to total industry O/s. 2.02 22.05 16.39 27.37 18.63 24.26 256 Provision NPA March 31, 2004 % NPA to total industry O/s. 3.41 17.87 14.06 24.09 25.20 18.29 Provision

Coal Mining Iron & Steel Metals & Metal Prod All Engineering Textiles

21.36 300.18 2,300.44 1,433.86 2,072.33 5,157.61

6.58 126.87 851.76 819.55 832.11 2,439.13

19.65 252.53 2,014.80 1,294.57 2,442.00 4,309.92

6.06 89.92 775.15 742.68 1,195.30 1,791.31

(Rs. in million, except percentages) March 31, 2003 Industry NPA % NPA to total industry O/s. 10.93 12.13 32.32 55.61 10.53 35.64 20.44 18.21 27.22 26.59 10.62 7.80 11.94 15.58 2.19 24.20 19.57 Provision NPA March 31, 2004 % NPA to total industry O/s. 5.22 11.83 29.07 38.70 7.56 24.29 18.30 30.43 22.57 10.73 5.33 4.76 8.96 18.40 1.22 25.09 19.13 Provision

Sugar Tea Food Processing Veg Oils & Vanasp Tobacco & Products Paper & Products Rubber & Products Chemicals, Dyes Paints, Fertilizers, Pharma Cement Leather & Prod Gems & Jewellery Construction Automobiles Computer Software Infrastructure Other Industries Total

382.52 20.74 1,287.62 826.82 13.40 1,149.00 362.05 5,079.88 509.67 208.10 518.81 179.15 347.83 92.15 185.26 3,378.18 25,826.94

216.86 6.25 556.50 446.55 4.90 409.49 251.32 2,964.93 233.39 115.03 215.94 45.30 179.69 30.54 90.25 1,555.19 12,398.13

203.59 18.92 1,202.77 596.74 10.17 1,025.91 315.67 6,617.48 460.47 71.25 187.71 123.45 264.31 83.75 157.37 3,539.97 25,212.97

136.03 7.96 507.42 393.62 3.73 510.50 253.69 3,043.71 327.78 32.68 60.25 48.81 117.96 26.45 81.17 1,686.72 11,838.90

(Rs. in million, except percentages) March 31, 2005 Industry NPA % NPA to total industry O/s. 0.60 10.70 6.07 18.10 23.85 16.63 2.31 15.51 26.33 31.01 4.88 7.29 6.53 Provision NPA September 30, 2005 % NPA to total industry O/s. 0.52 6.88 4.31 15.24 21.35 15.31 2.99 13.44 18.79 36.21 3.78 8.58 6.53 Provision

Coal Mining Iron & Steel Metals & Metal Products All Engineering Textiles Sugar Tea Food Processing and Beverages Veg Oils & Vanasp Tobacco & Products Paper & Products Rubber & Products

4.21 209.12 984.98 1,261.89 2,167.86 4,466.91 80.80 18.53 1,011.60 561.45 6.12 373.64 116.32

1.37 125.02 463.38 799.86 1,031.91 2,011.49 58.59 9.02 546.76 397.09 2.80 172.82 80.67

4.15 136.43 903.62 1,199.61 1,953.54 4,611.42 69.80 18.23 1,069.72 606.80 5.91 382.15 118.13

0.62 74.36 527.02 783.43 929.83 2,258.71 50.81 11.01 574.24 435.36 3.21 184.51 94.35

257

BANK OF BARODA
(Rs. in million, except percentages) March 31, 2005 Industry NPA % NPA to total industry O/s. 18.25 22.87 7.01 3.90 2.90 5.44 8.25 0.99 20.67 12.05 Provision NPA September 30, 2005 % NPA to total industry O/s. 12.35 21.18 8.00 2.05 2.69 2.36 7.10 0.70 21.15 9.81 Provision

Chemicals, Dyes Paints, Fertilizers, Pharma Cement Leather & Products Gems & Jewellery Construction Automobiles Computer Software Infrastructure Other Industries Total

3,851.16 465.96 62.58 175.03 63.95 206.71 29.84 336.71 2,996.62 19,451.97

2,801.46 405.15 28.60 74.56 31.78 138.66 13.92 104.61 1,629.62 10,930.05

3,604.89 431.68 70.66 119.84 64.10 101.95 29.06 315.60 2,906.85 18,724.15

2,664.56 365.31 35.06 35.89 39.37 63.47 14.34 120.98 1,727.13 10,993.60

The following table sets forth our 10 largest gross non-performing assets as of September 30, 2005. Together, these borrowers constitute 13.34 % of our gross NPAs as of September 30, 2005. (Rs. in million) Gross NPA De-recognized income 106.89 0 81.98 27.51 61.21 0 21.85 30.04 0 40.67 370.16 Provision Net NPA Realizable value of collateral 460.00 150.00 0 191.76 249.68 48.10 210.86 0 176.46 104.33 1,591.19 Industry

Borrower 1 Borrower 2 Borrower 3 Borrower Borrower Borrower Borrower Borrower Borrower Borrower Total 4 5 6 7 8 9 10

712.00 590.72 555.75 547.32 419.90 352.73 368.55 266.09 253.95 246.94 4,313.95

283.11 514.06 473.77 519.81 35.87 336.61 178.01 236.05 209.84 180.19 2,967.31

322.00 76.66 0 0 322.82 16.12 168.69 0 44.11 26.08 976.48

Readymade Garments Petrochemicals Allopathic Drugs & Pharma Ind. Org. Chemicals Transformers Industrial Fastener Belts Readymade Garments Textile Spinning Wvg. Polyester Synthetic Fibre Fertilizer Distribution

258

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS ON AN UNCONSOLIDATED BASIS
You should read the following discussion and analysis of our financial condition and results of operations together with our financial statements included in this Red Herring Prospectus, along with the section titled “Selected Financial Information” beginning on page 6 and the section titled “Selected Statistical Information” beginning on page 238, which presents important statistical information about our Bank’s business. You should also read the section titled “Risk Factors” beginning on page xiii, which discusses a number of factors and contingencies that could impact our financial condition and results of operations. The following discussion relates to the Bank on a standalone basis and is based on our restated unconsolidated financial statements, which have been prepared in accordance with Indian GAAP and the RBI guidelines. The following discussion is also based on internally prepared statistical information and on information publicly available from the RBI and other sources. Introduction

Overview
Our Bank is one of India’s leading commercial banks. As of September 30, 2005, we had 2,694 branches in India spread over 27 states and five union territories. In addition, as on date we maintain an international presence in 13 other countries across the globe. (Our Subsidiaries have a presence in sixadditional countries). As of September 30, 2005, we had a work force of 39,170 people serving over 25 million customers. Our business involves six main business areas: corporate financial services; international operations; retail financial services; business financial services; global treasury; and rural financial services. We have maintained consistent growth in our business. Between fiscal 2001 and 2005, our total income grew at a compounded annual rate of 4.60% and our total assets, total deposits and total advances grew at a compounded annual growth rate of 10.58%, 10.75% and 12.16%, respectively.

Revenue
Our revenue, which is referred to herein and in our financial statements as our total income, consists of interest income and other income. Interest income consists of interest on advances (including the bills discounted) and income on investments. Income on investments consists of interest and dividends from securities and our other investments. We also earn interest income from inter-bank loans and cash deposits that we keep with the RBI. Our securities portfolio consists primarily of Government of India and state government securities. We meet SLR ratio requirements through investments in these and other approved securities. We also hold debentures and bonds issued by public sector undertakings and other corporations, commercial paper, equity shares and mutual fund units. Our interest income is affected by fluctuations in interest rates as well as the volume of activity. Our other income consists principally of fee based income, commission, exchange and brokerage income, net profit on sales of investments and gains or losses on foreign exchange transactions. Fee based income includes charges for services such as cash management services and credit-related transactional services and also includes service charges and processing fees chargeable on customers’ accounts and fees for remittance services, documentary credits, letters of credit and issuance of guarantee. It also includes commissions on sales of non-funded products, such as debit cards and insurance products, and commission on collections on behalf of the Government.

Expenses
Our interest expense consists of our interest on deposits as well as borrowings. Our interest expense is affected by fluctuations in interest rates, the extent to which we fund our activities with low-interest or non-interest deposits and the extent to which we rely on borrowings. Our non-interest expense consists principally of operating expenses, including expenses for wages and employee benefits, depreciation on fixed assets, rent paid on premises, insurance, postage and telecommunications, printing and stationery, advertising and publicity, other administrative expenses and other expenses. Provisioning for non-performing assets, depreciation on investments and income tax is included in provisions and contingencies. 259

BANK OF BARODA
Financial Performance Indicators
We use a variety of indicators to measure our performance. These indicators are presented in tabular form in the section titled “Selected Statistical Information” on page 238. Our net interest income represents our total interest income net of total interest expense. Net interest margin represents the ratio of net interest income to the fortnightly average of total interest earning assets. Our spread represents the difference between the yield on the fortnightly average of interest earning assets and the cost of the fortnightly average of interest bearing liabilities. We calculate average yield on the fortnightly average of advances and average yield on the daily average of investments, as well as the average cost of the fortnightly average of deposits and average cost of the fortnightly average of borrowings. Our cost of funds is the weighted average of the average cost of the fortnightly average of interest bearing liabilities. For the purposes of these averages and ratios only, the interest cost of the unsecured subordinated bonds that we issue for Tier II capital adequacy purposes (“Tier II Bonds”) is included in our cost of interest bearing liabilities. In our financial statements, these bonds are accounted for as “other liabilities and provisions” and their interest cost is accounted for under other interest expenses.

The Indian Economy
Our financial condition and results of operations are affected in large measure by general economic conditions prevailing in India. The Indian economy has grown steadily over the past three years. GDP growth was 4.0% in fiscal 2003, 8.5% in fiscal 2004, 6.9% in fiscal 2005. GDP growth in fiscal 2003 was adversely affected by insufficient rainfall, which contributed to a decrease in agricultural production. GDP growth picked up in fiscal 2004 due to, among other things, agricultural production recovery, resurgence of the industrial sector and continued growth in the services sector. GDP growth was less in fiscal 2005 compared with fiscal 2004 primarily due to a smaller increase in the growth of the agricultural sector. Industrial growth was 6.2% in fiscal 2003, 6.5% in fiscal 2004 and 8.3% in fiscal 2005. The agriculture sector grew by 5.2% in fiscal 2003, 9.6% in fiscal 2004 and 1.1% in fiscal 2005. We have significant exposure to the industrial sector and developments in that sector would impact our results. The annual rate of inflation, as measured by variations in the wholesale price index (WPI), on a point-to-point basis was, 6.5% in fiscal 2003 and 4.6% in fiscal 2004, 5.10% in fiscal 2005. It was at 5.9% by April 23, but declined steadily thereafter to 4.6 per cent by October 8, 2005. In its Mid-Term Review of the Annual Policy Statement for 2005-2006 released on October 25, 2005, RBI forecasted GDP growth for fiscal 2006 at 7% to 7.5% and has given the inflation rate forecast of 5.0% to 5.5%. The average exchange rate of the Indian Rupee to one U.S. Dollar was Rs. 48.27 in fiscal 2003, Rs. 45.83 in fiscal 2004, Rs. 44.84 in fiscal 2005 and Rs. 43.46 for the six months ended September 30, 2005. Foreign exchange reserves were U.S.$ 141,636 million as of September 30, 2005. In fiscal 2003 and 2004, there was a general downward movement in interest rates in India, reflecting local and global economic conditions. Banks have generally followed the direction of interest rates set by the RBI and have adjusted both their deposit rates and lending rates downwards. However, the RBI’s main influence is on short term interest rates, with long-term rates being set more by market conditions. During fiscal 2005, following the general trend of interest rates in the economy, deposit rates in the Banking industry also displayed an upward bias. In the six months ended September 30, 2005 interest rates remained stable. The RBI has maintained a policy of assuring adequate liquidity in the banking system and has generally lowered the rate at which it would lend to Indian banks to ensure that borrowers have access to funding at competitive rates. The RBI’s primary motive has been to realign interest rates with the market to facilitate a smooth transition from a governmentcontrolled regime in the early 1990s, when interest rates were heavily regulated, to a market-oriented interest rate regime. The following table sets forth the bank rate, reverse repo rate, deposit rate and prime lending rates of Scheduled Commercial Banks as of the dates indicated.

260

As of

Bank rate

Reverse Repo rate

Deposit rate for 1-3 year term for 5 major Scheduled Commercial Banks (as percentages) 4.25-6.00 4.00-5.25 5.25-6.25 5.00-5.50 5.25-6.25

Prime lending rate for 5 major Scheduled Commercial Banks

March 31, March 31, March 31, September September

2003 2004 2005 30, 2004 30, 2005

6.25 6.00 6.00 6.00 6.00

5.00 4.50 4.75 4.50 5.00

(1) (1) (1)

(2)

10.75-11.50 10.25-11.00 10.25-10.75 10.25-11.00 10.25-10.75

Source: Reserve Bank of India statistical data. (1) (2) Relates to rates for major banks for term deposits of more than one year maturity. With effect from October 25, 2005, the reverse repo rate stands at 5.25%. in the Indian economy affect the banking industry and therefore our business. The period from October busy period in India for economic activity and accordingly we generally experience high volumes of this period. Economic activity in the period from April to September is lower than in the busy period; business volumes are generally lower during this period.

Seasonal trends to March is the business during accordingly, our

Critical Accounting Policies
Interest on advances is recognised on an accrual basis except in respect of advances classified as non-performing, where interest income is recognised upon realisation. Prior to March 31, 2004, advances were classified as non-performing if any amount of interest or principal remained overdue for more than 180 days. From March 31, 2004, this period was shortened to 90 days. See also the discussion under the section titled “Selected Statistical Information” on page 238 of this Red Herring Prospectus. Income from fees, commissions other than on Government business, exchange, brokerage, discount on foreign bills purchased and interest on overdue bills/advance bills are recognised upon realisation. In accordance with the RBI guidelines, we classify our investments into three categories. Securities that we intend to hold until maturity are classified as Held to Maturity securities. These securities are recorded on our balance sheet at their acquisition cost and any premium paid to acquire these securities is amortised in our statement of profit and loss over the remaining years to maturity of the securities. For fiscal 2003, fiscal 2004 and part of fiscal 2005, these investments were not allowed to exceed 25% of our total investments. Following a change in the RBI guidelines in September 2004, these investments are not allowed to exceed 25% of our net demand and time liabilities. Securities that are held with the intention to trade by taking advantage of short-term price or interest rate movements are classified as Held for Trading, and securities not falling into either of the first two categories are classified as Available for Sale. Our investments are accounted for under various sub-categories, including government securities, equity shares, preference shares, debentures and bonds, mutual funds and commercial paper. For Held for Trading and Available for Sale securities, any appreciation or depreciation in value is aggregated within each sub-category. We provide for any net depreciation in value and ignore any net appreciation in value. Gains or losses on the sale of investments are recognised in our profit and loss account. In addition, the amount of gain on the sale of Held to Maturity investments is appropriated to our capital reserve account. Over the period starting from fiscal 2002, our policy has been to build up our investment fluctuation reserve to reach a level of 5.0% of our investment portfolio in Available for Sale and Held for Trading categories by the end of fiscal 2006. We have already reached the level of 5.0% as on June 30, 2005. Hedge and non-hedge (market making) transactions are recorded separately. Hedging derivatives are accounted for on an accrual basis. Trading derivative positions are marked-to-market and the resulting losses, if any, are recognized in our profit and loss account. Profit, if any, is not recognized. Income and expenditure relating to interest rate swaps are 261

We report Treasury Operations and Other Banking Operations as our two business segments and report Domestic Operations and International Operations as our two geographical segments.5 million. valuation of/depreciation on investments. investment in fixed income and money market.798.Segment Reporting issued by the Institute of Chartered Accountants of India. the restated financial statements in this Red Herring Prospectus have not been restated to reflect our latest accounting policies in this regard and the effect that these changes would have on our prior financial results has not been ascertained. forex transactions and derivative deallings and our Other Banking Operations comprise our banking operations.BANK OF BARODA recognized on the settlement date.6 million. Financial statements of foreign branches are translated at mid-rate of exchange at the year-end. 2004 and 2005 and the six months ended September 30. Gains/losses on termination of trading swaps are recorded on the termination date as income/expenditure.349. 2004. if in loss. For the six months ended September 30. asset classification and provisioning in respect of NPAs. management’s perception of market risk. endorsements and other obligations including guarantees and interest income and interest expenses relating thereto are converted at year end mid-rate of exchange as advised by FEDAI. 2005.82% for our non-performing assets of Rs. 262 . Changes in Accounting Policies With respect to accounting policies for our Bank’s international operations. is carried over if in profit and written off to the Profit and Loss Account.08% for our non-performing assets of Rs. Foreign currency balances of Indian branches including outstanding forward exchange contracts. tax benefits available. whichever is more stringent. Our policies on provisioning and write-offs of non-performing assets are consistent with those proscribed by the RBI guidelines. expectations and estimates regarding our asset portfolio and its future performance and general prudential principles.32. The accumulated net difference. our accounting policy for the translation/conversion of foreign currency was as follows: 1. 33. we have recognized business segments as our primary reporting segment and geographical segments as our secondary segment. 2004. The size of our “floating” provision against non-performing assets. between Head Office figures and corresponding figures of foreign branches on account of assigned capital. Our provisioning policies are discussed in further detail in the section titled “Selected Statistical Information” on page 238 of this Red Herring Prospectus. For fiscal 2003. as of March 31.1 million and as of September 30. we had a NPA provision coverage ratio of 73. RBI has issued various guidelines on income recognition. 2005. we have followed AS-11 (revised) “Accounting for Effects of Changes in Foreign Exchange Rates” issued by the Institute of Chartered Accountants of India. 2. 2005. Head Office interest free funds and unremitted profit / loss. However. Set forth below is a table showing our revenue from our Treasury Operations and Other Banking Operations and total revenue for fiscal 2003. we had a NPA provision coverage ratio of 81. which primarily involves the recording of foreign exchange transactions at weekly average rates. 3. is determined by our management based on a number of factors. 39. we follow the RBI guidelines or those of the host country. including our net profit position. 2005. Other income and expenditure transactions of Indian branches are accounted for at exchange rates as ruling on the date of transaction. 2004 and 2005. Business Segments Our Treasury Operations comprise money market operations. As of March 31. acceptances.218. we had a NPA provision coverage ratio of 83. The effect of this change in our accounting policy is not reflected in the prior periods presented here in as the same has not been ascertained. Segment Reporting In line with RBI guidelines on compliance with Accounting Standard 17 . depreciation on computers and charging premium/discount on money market swaps.35% for our non-performing assets of Rs. however. We have carried out necessary amendments in our accounting policies in the relevant periods to be in comformity with the said RBI guidelines.

737 150.10 million in the six months ended September 30. U. Seychelles.S. and Bahamas. 2004 to Rs. in million) Fiscal 2003 Fiscal 2004 Fiscal 2005 Six Months ended September 30. our financial statements are denominated in Rupees while the functional currencies of our international operations are foreign currencies. 2005. 2004 to Rs. 29.E. Total Business (advances and deposits) of Foreign Branches (Rs.. Our net profit decreased by 17.609 206. 9. in million) 6.855. The decrease in net profit compared with operating profit reflected a provision made for shifting securities from the Available for Sale category to the Held to Maturity category.300 Percentage of Bank’s Business (advances and deposits) 13.047 16. 26.306.759 78. 2005 134. In addition.(Rs.723 Percentage of Bank’s Total Income 8.24% 13. As of September 30.83% from Rs.653 38. Belgium.84% 14.362 (1) Segment revenue represents revenue from external customers.A. In addition to India. South Africa.. Sultanate of Oman.049 38. 2005 and our total expenditure increased by 9..856 Business Segment Revenue(1): Treasury Operations Other Banking Operations Total Revenue 35.09 million in the six months ended September 30. 2004 22. and International. 2005. 2005.K. in million) Fiscal 2003 Fiscal 2004 Fiscal 2005 Six Months ended September 30.58% As a financial organization we are subject to exchange rate movements.077 2.57 million in the six months ended September 30.19% 6.49% 14.79% 15.507 77. our shareholders’ funds and the price of our Equity Shares.842. Geographical Segments Our Bank has two geographical segments: Domestic (India). 4.902 35.40 million in the six months ended September 30. Results of Operations Six Months Ended September 30. 2005.160.27% Total Income of Foreign Branches (Rs. Mauritius. Movements in foreign exchange rates may impact our business. The table below sets forth our business (advances and deposits) of our foreign branches and total income of our foreign branches and their respective percentage contribution to our total business (advances and deposits) and total income for the periods indicated.914 3.52% 7.702 171. our international network comprised: the U.05% from Rs. 2005 19. Malaysia. China. 2004 to Rs.509.86% 7. Accordingly.592 42. U.203 19. 38. our future financial performance.346.661 40. 263 .543 73. Thailand.43% from Rs. The operating profit decreased mainly due to lower profit on sale of investments. 5. our Bank has an international presence in 13 other countries with 39 branches and three representative offices.251 180.030 5. the financial performance of these international operations when translated into Rupees may from time to time be impacted by exchange rate movements. 11. Fiji Islands. 2004 Our total income increased by 1.00 million in the six months ended September 30. Our operating profit decreased by 17.063. 2004 to Rs.97 million in the six months ended September 30.13 million in the six months ended September 30. 2004 Six Months ended September 30.129 6.33% from Rs.03 million in the six months ended September 30.464.306 Six Months ended September 30. 2005 Compared with the Six Months Ended September 30.855 36. 38.259 38.61% 9.A.

01 1.209.86 million in the six months ended September 30.28 14.01% in the six months ended September 30. 630. 2004 to 7. 2005.53 million in the six months ended September 30. 14.86 14. 2004 to Rs.231.404.454.594. 2005. 2004 to Rs. The following table sets forth the components of our net interest income: Six months ended September 30.52 17. Other interest decreased by 57.13% increase in interest expense. 2004 to 3. 268.268. 13.449 million in the six months ended September 30. 2004 to Rs.863. 2005 and our spread increased from 3.52 million in the six months ended September 30. 33. 1.15.51 99. 17.36 million in the six months ended September 30.231. 2005.385.72% in the three months ended September 30.49 million in the six months ended September 30.765. partially offset by an 7.765.16 13.23% in the six months ended September 30.28 million in the six months ended September 30. 30. 2005.376. The decrease in average yield was due to a general softening of interest rates during this period.52 17.594.982 million in the six months ended September 30.16 15.36 33.58%.60 2005 The increase in net interest income was primarily due to 9.303.45% increase in total interest income from Rs.13% from Rs.80% from Rs.07 million in the six months ended September 30. 14.672. 2005 because of an increase in the volume of inter-bank placements as well as higher earnings on placements in Rupee and forex markets.09% in the six months ended September 30.49 1. 2004 to Rs.53 30.51 million in the six months ended September 30.672.80 0.14.672.22% to 7.223 million in the six months ended September 30. 2005. 1.052.765.863. 264 .76 million in the six months ended September 30.37% in the six months ended September 30. 2004 to 3.BANK OF BARODA Net Interest Income Our net interest income increased by 12.713.19% increase in our average investments from Rs.60 million in the six months ended September 30.48% from Rs. reflecting a 15. 2004 (in Rs.71 630. 2004 (in Rs. Interest on investment increased slightly from Rs.237.76 2005 Interest and discount on advances and bills increased by 21. 2004 to Rs. This increase was partially offset by a decrease in our average yield.74% in the six months ended September 30. 2004 to Rs.28% increase in our average advances from Rs. Other interest includes interest on swaps and interest on other assets.713.07 33.01 million in the six months ended September 30.209.76 18. Interest Income The following table sets forth the components of our interest income: Six months ended September 30. which fell from 7. 2004 to Rs. due to a 2.237. 2005 and an increase in average yield from 7.729 million in the six months ended September 30. 394. million) Interest income Interest expense Net interest income 30. 2005. 2004 to Rs. million) Interest and Discount on advances/bills Income on Investment Interest on balance with RBI and other Inter Bank Lending Interest on Income Tax Refund Others Total interest income 14.02 268. Interest on balances with the RBI and other inter-bank lending increased by 7.33% from Rs. 2005.404. Net interest margin increased slightly from 3.303.80 million in the six months ended September 30. 2005.

34 5. Net profit on the sale of investments decreased by 62.540.752.12% in the six months ended September 30. 2005. 2004 to Rs. Our average cost of deposits increased from 4.60 7.399. This increase was mainly due to an increase in the volume of transactions.19 million in the six months ended September 30. mainly due to an increase in volumes partially offset by a decrease in average cost of funds.84 million in the six months ended September 30. 2005.695. Exchange and Brokerage Profit on sale of investments (net) Profit on sale of land. operating expenses increased to 28. Other Income Our other income decreased by 31. 7.1. 2005.19 0.43 1.18.1.16 million in the six months ended September 30. 2005. 2004 to Rs.72 million in the six months ended September 30. 3. 1. Our other interest expense increased by 5.320 million in the six months ended September 30. 2005. 912. 1.49% from Rs.24% in the six months ended September 30.Interest Expense Our interest expense increased by 7.26% from Rs.47 million in the six months ended September 30.752. This was due to a reversal in the interest rate cycle. from Subsidiaries and associates Miscellaneous Income Total other income 1. 2004. Miscellaneous income includes recovery of bad debts previously written off. 2005 compared with 25.21 million in the six months ended September 30. 5. Average cost of funds increased from 4.61 1. 2004 to Rs. negatively impacting volumes in the market and our ability to sell our investments profitably. 2005.38 million in the six months ended September 30.21 2005 Income from commissions.34% from Rs.037. 2004 to Rs. 11. Our average deposits increased by 5. 2004 to Rs.51% in the six months ended September 30. 2004 to Rs. 1.41 million in the six months ended September 30. This increase was primarily due to the recovery of bad debts previously written off. incidental charges such as account keeping fees and sundry charges such as ATM service charges. 681. 17. As a percentage of our total income. 2005.94 million in the six months ended September 30. 2004 to 4.288.702.09 187. 9.078. 2004 to Rs.16 million in the six months ended September 30.183.702.60 million in the six months ended September 30. Net profit from foreign exchange transactions decreased by 34. The following table sets forth the components of our other income: Six months ended September 30.53 million in the six months ended September 30. 2004 to 4. 2005. exchange and brokerage increased by 0.53 3.288.82 1.779.27% in the six months ended September 30.14% in the six months ended September 30.399.09 million in the six months ended September 30.10% from Rs. 820.70% from Rs.183. 2005.41% from Rs. 2004 to Rs.25% from Rs.052.97 1. Miscellaneous income increased by 48. 868. 2004 (in Rs.16 681. million) Commission. 2004 to Rs.38 867.540. due to a fall in margins.695. 2005 due to a marginal increase in interest rates on deposit.933 million in the six months ended September 30..037.43 million in the six months ended September 30. Operating Expenses Total operating expenses increased from Rs.789.56% in the six months ended September 30. 265 . 867. buildings and other assets (net) Profit on exchange transaction (net) Income earned by way of dividends.61 million in the six months ended September 30. etc.13% from Rs.268.84 110. 2005 also due to higher cost of deposits.47 0.34 million in the six months ended September 30.

12 million amortization charge for securities in the Held to Maturity category.03 million in the six months ended September 30.15 2.59 214. Provisions and Contingencies Provisions and contingencies made in the six months ended September 30.57 0. Our other expenditure includes.59 95. our operating profit decreased from 29.44 792.417.401. 2004 to Rs. Operating Profit As a result of the foregoing factors. As a percentage of total income. The following table sets forth. 2004 to 24. the components of our provisions and contingencies: 266 . We had 39.05% from Rs. 6. etc.13 7.40 million in the six months ended September 30.95 156.86 2005 The primary component of our operating expenses was payments to and provision for employees.603 employees as of September 30. 2005 decreased to Rs. 2004. 2004 and 39. our operating profit before provisions and contingencies would have increased by 5. 2004. which increased by 8.1.06 50.BANK OF BARODA Six months ended September 30.91% from Rs. Taxes and Lighting Printing and Stationery Advertisement and publicity Depreciation on Banks Properties (net of amounts adjusted against revaluation reserve) Directors’ Fees. 9.94 394.92% in the six months ended September 30. 2004 to Rs. million) Payment to and provision for employees Rent.29 11.76 304. Excluding the profit on the sale of investments in both periods.170 employees as of September 30.99 million in the six months ended September 30. 2004 (in Rs. Other expenditure increased by 75.464. This was primarily due to a Rs.857. 5.42 23.394. 2004 to Rs. 2005. among others. 2005.417.99 779.509. 2005.29 million in the six months ended September 30.94 million in the six months ended September 30.04 million in the six months ended September 30.16% in the six months ended September 30. for the periods indicates. Telephones.394.78 207.94 874.789.51 45.62 9. 792. 2005 mainly due to implementation of wage revision in July 2005.47% in the six months ended September 30. 2005 compared with the six months ended September 30. operating profit before provisions and contingencies decreased by 17. 11. 512.95 88.00 94.32 million compared with Rs. 6. 2005. travelling and conveyance expenses.74 74.41 6.857.17% from Rs. 7.48 83.62 million in the six months ended September 30. Repairs and Maintenance Insurance Other Expenditure Total Operating Expenses 426. Telegrams.349.25 87. computer software and maintenance charges and amortisation of securities in the Held to Maturity category. Allowances and Expenses Auditor’s Fees and Expenses Law Charges Postage.11 401.078.17 1.

reduction on profit on sale of investments from Rs.83% from Rs. wealth and fringe benefit tax decreased significantly from provisions of Rs. 5.72 2005 .69 2.51) 5. 31 2004 (in Rs.362.41%.62 million in the six months ended September 30.80 million charge on the shifting of securities from the Available for Sale category to the Held to Maturity category.96 377. 29. 77.823.792.849. Excluding profit on sale of investments for both periods. Fiscal Year Ended March 31.88 48.82 million in the six months ended September 30. Our total income was lower in fiscal 2005 mainly on account of a Rs. 2005 because of a Rs.86 million in fiscal 2004 to Rs.87 million. 1.77 (604. being no longer required and. 1.00 million in the six months ended September 30.46 29. 9.852.660.849.77 million in the six months ended September 30.892. 2004 (in Rs.46 million in fiscal 2005 and our total expenditure increased slightly from Rs. 25.314. from Rs. 2005. written back.56 million in the six months ended September 30. 4.85% from Rs.62 687.04 1. Other provisions were positive in the six months ended September 30.38% from Rs. 2005 Compared with the Fiscal Year Ended March 31.00% from Rs.50 million fiscal 2005.40 million in fiscal 2005. 23. 2. The following table sets forth the components of our net interest income: Year ended March. Our provision for income. 5.32 million in fiscal 2005. 1. million) Interest income Interest expense Net interest income 267 61. hence.69 million in the six months ended September 30. 54. 53. our net profit decreased from 13. our total income would have increased by 5. 1. 2. 2004 to 10. 2004 to Rs.95 6.69 35.807.160. 2004 Our total income decreased marginally from Rs.82 141. Our net profit decreased by 30.392. 1.96 million in fiscal 2004 to Rs. 10. 4.22% in the six months ended September 30.470. 24. As a percentage of total income.754. 2004 to Rs.892.175.792.520. Net Profit As a result of the foregoing factors. 78.20 1.343.322. or 47. 2.669. 2005.32 2005 Our provisioning in respect of non-performing assets decreased significantly from Rs.85 million in fiscal 2004 to Rs.86 64. 2005.90 million in fiscal 2004 to Rs. million) Provision for Non Performing Advances Provision for Standard Advances Provision for Restructured Standard Accounts Depreciation on Investments Provisions for Taxes Others Total provisions and contingencies 1. 2004 to Rs. our net profit decreased by 17. 2005 due to provisions made earlier.349.715.85% increase in net interest income.119.729.56 1.75 million in fiscal 2004 to Rs. Our operating profit decreased by 7.521. 6. Net Interest Income Our net interest income increased by 15.019.83 25.14 million in fiscal 2005.62 million in the six months ended September 30.72 million in fiscal 2005.15% mainly due to a 15.18 34.80 2. which was primarily due to lower profit for the period compared with the previous period.520.401. Depreciation on investments increased by Rs. 2005. This decrease was due to an improvement in the quality of our assets.063.30 million in fiscal 2004 to Rs.715.62 0.351.Six months ended September 30.392.322.71% in the six months ended September 30.768.09 million in the six months ended September 30.119.80 million.599. 2004 to Rs.

29.44 64.354. 75. which consists mainly of interest on unsecured bonds for Tier-II capital.98% in fiscal 2004 to 4.76 1. 328.552. This increase was influenced by lower credit growth in the same period.70 29. 404.64 million in fiscal 2004 to Rs.152.02% in fiscal 2004 to 3.110. 344.027.314.34% in fiscal 2004 to 3. Our other interest expense. This however was offsetted by a 13.00 million in fiscal 2005.470.620.470.624. Average yield on our investments decreased from 8.07% increase in average advances from Rs. 28.64% increase in interest on advances from Rs.69 million in fiscal 2004 to Rs.4 million in fiscal 2005.2 million in fiscal 2004 to Rs. 28.027.83 million in fiscal 2004 to Rs. 1.77 million in fiscal 2005. 297. 390.321. Interest Expense Our interest expense decreased by 3. 35. The decrease in average yield was due to a general reduction in market interest rates. The increase in interest expenses as mentioned above was due to the reason that interest on the bonds for part of the quarter only was provided for fiscal 2004 whereas interest on the said bonds for the whole year was provided in fiscal 2005.29% in fiscal 2005. Interest on balances with the RBI and other inter-bank lending increased from Rs.18 2005 Interest and discount on advances and bills increased by 3. 34. 678.77 2.89% from Rs.973. Interest Income The following table sets forth the components of our interest income: Year ended March.BANK OF BARODA The increase in net interest income was primarily due to a 4.7 million in fiscal 2004 to Rs.96% to 4.795. Income from investments increased marginally from Rs.51 million in fiscal 2005.889.76 million in fiscal 2004 to Rs.46 million in fiscal 2005. 61.008.28 29.008.636. Our average advances in India increased by 10. The fall in the average cost of deposits reflected a general decline in market interest rates and our focus on increasing the share of low cost deposits. The increase in average advances was partially offset by reduction in average yield on advances from 7.521.5 million in fiscal 2005 and our average advances outside India increased by 18. reflecting a 12.321.7 million in fiscal 2005.51 million in fiscal.889.506. 768.314.05% in fiscal 2005.56% from Rs. 29.354.76% in fiscal 2004 to 7. 64. reflecting a general reduction in market interest rates. Our net interest margin increased from 3.00 million in fiscal 2004 to Rs. This change was because of an increase in volume of inter-bank placements as well as higher earnings on placements in the Rupee and forex markets.63% increase in total interest income and a 3. 63.852.64% from Rs.33% increase in our overall deposits from Rs.056.22% from Rs.008.090. Our average interest earning assets increased by 13. million) Interest and Discount on advances/bills Income on Investment Interest on balance with RBI and other Inter Bank Lending Interest on Income Tax Others Total interest income 28.04 1.93 61. 768. 268 . 875.027. 2. This fall has been primarily due to fall in the average cost of deposit from 4. This increase was due to a 3.81 1.51 29.65 1.673. 31 2004 (in Rs.754.28 million in fiscal 2004 to Rs.23% from Rs.889. 1. The Average cost of funds decreased from 4.28 million in fiscal 2004 to Rs.971.18% in fiscal 2005.3 million in fiscal 2004 to Rs.40% in fiscal 2005 and our spread increased from 3.69 million in fiscal 2004 to Rs. 29.756.45% from Rs.4 million in fiscal 2004 to Rs.973. 1.10 million in fiscal 2005.23%.68% from Rs.69 1. Our average volume of investments increased by 13.2 million in fiscal 2005.66% in fiscal 2005. The said Tier II Bonds were issued during January 2004.191.18 million in fiscal 2005. 360.51% in fiscal 2004 to 7. 29.45% decrease in interest expense from Rs. increased by 3.043.0 million in fiscal 2004 to Rs.65 million in fiscal 2005.927.7 million in fiscal 2005.

Allowances and Expenses Auditor’s Fees and Expenses Law Charges Postage.70 4.425.50 0. 18. from Subsidiaries/companies/joint ventures in India Miscellaneous Income Total other income 3.175.52 1.48 10. 10.673.60 1.09 755.86 2005 . 1.695. 19. etc.048.731. Exchange and Brokerage Profit on sale of investments (Net) Profit on sale of land. 13.67 634.11 818. million) Payment to and provision for employees Rent. up front-fees and other account keeping fees and recovery of bad debts previously written off.03 13.Other Income Our other income decreased by Rs.175.932.83 17.141.65 241. 1.86 million in fiscal 2005. Repairs and Maintenance Insurance Other Expenditure Total Operating Expenses 269 12.65 2. 249.351.190. 5.821.95% in fiscal 2004.22 1. Taxes and Lighting Printing and Stationery Advertisement and publicity Depreciation on Banks Properties (net of amounts adjusted against revaluation reserve) Director’s Fees.97 167.64 102.28 million in fiscal 2005. 1. negatively impacting volumes in the market and our ability to sell our investments profitably.14% from Rs. 4. or 24. 17.14 1.69 million in fiscal 2005. million) Commission. Operating Expenses Total operating expenses increased from Rs.24 13. Telegrams.148.758.69 189. mainly due to increased business activity in this area. 137.28 2005 Net profit on the sale of investments decreased substantially from Rs. 2.97 million increase in revenue from various service charges .59 420.54 383.33 1.06 3. from Rs.695. As a percentage of our total income.053.06 million in fiscal 2004 to Rs.758. Our miscellaneous income includes incidental income from services charges.09%.475. minimum balance charges.821. Year ended March.351.62 114. Set forth below are the details of our total operating expenses for fiscal 2004 and fiscal 2005.62 million in fiscal 2004 to Rs. buildings and other assets (Net) Profit on exchange transaction (Net) Income earned by way of dividends.56 103.30 1. The following table sets forth the components of our other income: Year ended March.048.77 3. This was due to a reversal in the interest rate cycle in the latter half of the fiscal 2005.21 1.643.24 173.61 181. operating expenses increased to 25.190. Telephones etc.08 190.03 million in fiscal 2004 to Rs. Net profit from foreign exchange transactions increased from Rs.053. Our miscellaneous income increased by 22.78 million.24 million in fiscal 2005.83 million in fiscal 2004 to Rs.12 104.30 million in fiscal 2004 to Rs. This was mainly due to a Rs.70 1.810.525. 31 2004 (in Rs.148.34 million increase in recovery of bad debts previously written off as well as a Rs.87 128.99 5.86 19.62% in fiscal 2005 compared with 22.71 18.21 416.23 184.50 million in fiscal 2005.932. 31 2004 (in Rs.444.

652.019. 15.93 million in fiscal 2004 to Rs. fixtures and computers) increased by 8. This increase was primarily due to a higher provision for staff retirement benefits.803 employees as of March 31. The primary reason for this increase was the amortization of investments moved into the Held to Maturity category in fiscal 2005.852.70 4. 1.810. 2004 and 39.00 15. Provisions and Contingencies Provisions and contingencies made in fiscal 2005 increased by 7.85 million in fiscal 2005.86 million in fiscal 2005.92% in fiscal 2004.35% from Rs.36% from Rs. Depreciation expenses were primarily affected by increase in the amount of our fixed assets. payments to and provision for employees increased to 17.93 4. 855. 4. This increase was due primarily to an increase in DICGCI premiums for deposit insurance. We had 39. Depreciation expenses on our property (i.652. 31 2004 (in Rs. 818. The provision for depreciation in investments in fiscal 2005 was mainly due to a provision made for securities transferred from the Available for Sale category to the Held to Maturity category. This increase was partly due to an increase in provision for anticipated employee wage increases for fiscal 2005.014.75% in fiscal 2005. 23.e. 1. Our other provisions increased by 93.14 million in fiscal 2005. 634.20% from Rs.77 240.71 million in fiscal 2004 to Rs.73 2005 Our provisioning in respect of non-performing assets decreased by 20.862.70 million in fiscal 2004to Rs. for the periods indicated. 755.380. Other expenditure increased by 17.731. our operating profit decreased from 31. 12. which increased from Rs. This decrease was due to an improvement in our asset quality. 5.15 86.30 16. our operating profit before provisions and contingencies would have increased by 20. 5. 1.98% from Rs. million) Provision for Non Performing Advances Provision for Standard Advances Depreciation on Investments Provisions for Income Tax Provision for Restructured Standard Accounts Others Floating Provision for NPAs (in addition to norms) Total provisions and contingencies. the components of our provisions and contingencies: Year ended March.03 28. 420. 1.90 million in fiscal 2004 to Rs.57 855.73 million in fiscal 2005.659. Our provision for income tax decreased by 67.293.60 million.475.70 million in fiscal 2004 to Rs.525.70 million in fiscal 2004 to Rs.37% in fiscal 2005 compared with the fiscal 2004.182.14 million in fiscal 2005.862.70 3.06% from Rs.014.23 (1.098.03 million in fiscal 2005.098..33 million in fiscal 2004 to Rs.42 million written back in fiscal 2004.42) 5.529 employees as of March 31.85% in fiscal 2005 from 15.250.250. 270 .85 75. 5.00 1.14 1. Insurance expenses increased by 50.659. The following table sets forth. 13.182.64 8. Operating Profit As a result of the foregoing factors. Our provisioning for depreciation on investments was Rs. as against Rs.60% in fiscal 2004 to 29. 1. 16.15 million in fiscal 2004 to Rs.08% from Rs. 24.380. Excluding the profit on the sale of investments in both periods. including furniture. 2005. our fixed assets. As a percentage of total income.03% from Rs.BANK OF BARODA The primary component of our operating expenses was payments to and provision for employees.212.77 million in fiscal 2005 due to lower profit in fiscal 2005. our operating profit before provisions and contingencies decreased from Rs.77 million in fiscal 2005.52 million in fiscal 2005.22 million in fiscal 2004 to Rs. As a percentage of total income.293. 8.

008.48% decrease in interest expense.64 million in fiscal 2003 to Rs.86 million in fiscal 2004.662. Net Interest Income Our net interest income increased by 22.442. Net Profit As a result of the foregoing factors.50 million in fiscal 2003 to Rs. Our total income was higher in fiscal 2004 primarily because of an increase on profit on sale of investments from Rs.321.056. 10.174.715.83 25. Our operating profit increased by 44.55 39.78% from Rs.110. our net profit decreased from Rs.032.315.26% from Rs.852. Our net profit increased by 26. The decrease in average yield offset a 4.971. 28.18 million in fiscal 2003 to Rs.28 million in fiscal 2004. from Rs.69 1. 56.669.86 2005 The increase in net interest income was primarily due to a 10.96 million in fiscal 2004 to Rs.26 million in fiscal 2003 to Rs.31 million in fiscal 2003 to Rs.02% in fiscal 2004.470.715.941.93 61.669.76 1. 9.00 million in fiscal 2004 to Rs. Our average interest earning assets increased by 7. million) Interest and Discount on advances/bills Income on Investment Interest on balance with RBI and other Inter Bank Lending Interest on Income Tax Others Total interest income 30.69 35.008. 6.91 21.627.40 million in fiscal 2005.88% from Rs. million) Interest income Interest expense Net interest income 60.592.768.50% increase in our average advances from Rs. 345.34% in fiscal 2004 and our spread increased from 2.70 2005 Interest and discount on advances and bills decreased by 8.166. 30.00 27. 360.212.78 47. our net profit decreased from 12. 271 . 2003 Our total income increased by 6. 7.77% from Rs.04 1. This decrease was due to market conditions.30 million in fiscal 2005.00 million in fiscal 2003 to Rs.75% in fiscal 2005.302.66% in fiscal 2003 to 3. 53.29% in fiscal 2004 to 8.53 2.40 million in fiscal 2004. 716. 25.76% in fiscal 2004. 24.470.033. 28.662.84 million in fiscal 2003 to Rs.754.75 million in fiscal 2004 and our total expenditure decreased by 4.36% from Rs.94% in fiscal 2003 to 3. 9.30 million in fiscal 2004.Our floating provision for NPAs (in addition to norms) decreased significantly. As a percentage of total income. 21.60 million in fiscal 2003 to Rs. Our net interest margin increased from 2. 768.88% in fiscal 2003 to 7.64% from Rs. Fiscal Year Ended March 31. 2004 Compared with the Fiscal Year Ended March 31. 17. 4.64 61. The following table sets forth the components of our net interest income: Year ended March 31 2004 (in Rs.28 29.426.96 million in fiscal 2004.973.807.00 million in fiscal 2004.660. 6.975.26 60975.033. 78.85 million in fiscal 2004.56 28.175.65% from Rs.852.90 million in fiscal 2004.57 million in fiscal 2003 to Rs. Interest Income The following table sets forth the components of our interest income: Year ended March 31 2004 (in Rs.99 930. 73. reflecting a decrease in the average yield on our advances from 8.

39.29% from Rs.78 million in fiscal 2003 to Rs.382.70 1. and other assets (Net) Profit on exchange transaction (Net) Income earned by way of dividends. Operating Expenses Total operating expenses increased from Rs.302.62 114.95% in fiscal 2004 compared with 22.413.647.18 0. Net profit from foreign exchange transactions increased by 22. This increase was primarily due to the recovery of bad debts previously written off.12% from Rs. 272 .639.441. The following table sets forth the components of our other income: Year ended March 31 2004 (in Rs. Interest paid on deposits decreased by 10. operating expenses decreased to 22. reflecting a decline in market rates of interest.98% in fiscal 2004 mainly due to the decline in the average cost of deposits.02 3. building.49 1. from Subsidiaries/companies/Associates Miscellaneous Income Total other income 3.624.02 million in fiscal 2003 to Rs.62 1.190.00 million in fiscal 2004.620.190. 12.315. However. Our other interest expense increased from Rs.053. as a percentage of our total income.18 million in fiscal 2003 to Rs. 35. Interest Expense Our interest expense decreased from Rs.753.754.175..758. Average yield on our investments decreased from 9. Our average volume of investments increased by 26. Our total average deposits increased by 7. 678. 632.03 million in fiscal 2004.444.321.75 million in fiscal 2003 to 33. 10. 16. 1.40% in fiscal 2003.14 1.40% from Rs.175. million) Commission.695.090.50 million in fiscal 2003 to Rs.62 million in fiscal 2004.63% from Rs. Miscellaneous income increased by 24. 272.83 million in fiscal 2004.07 2005 Net profit on the sale of investments increased by 61.973.07 million in fiscal 2004. Exchange Brokerage Profit on sale of investments (Net) Profit on sale of land. 798.758.17 6.69 million in fiscal 2004.96% in fiscal 2004 due to the maturity of deposits that had been placed with us prior to the decline in interest rates and the replacement of those deposits and new deposits at lower interest rates.86% in fiscal 2003 to 4.71 million in fiscal 2003 to Rs.71 63.91 million in fiscal 2003 and Rs. reflecting a decline in interest rates.88% from Rs.941. 1. 2.97% in fiscal 2003 to 4. mainly due to reduction in interest paid on deposits. Our average cost of deposits declined from 5.617.85 million in fiscal 2003 to Rs. 6.000 million in Tier-II Bonds and the payment of interest thereon. Average cost of funds decreased from 5.413. with a good volume of business transacted between market participants.47% from Rs.032.00 million in fiscal 2003 to Rs. This increase was due to more business activity in this area. 3.30 million in fiscal 2004. etc.02 million in fiscal 2003 to Rs.382.83 17. 1. This was due to a decrease in interest rates in fiscal 2004 and the growth in the wholesale debt market.30 1. 27. 17.51% in fiscal 2004. 37.48 10.76 million in fiscal 2004.315.00 million in fiscal 2004 because slow credit resulted in excess funds being invested.538.53 million in fiscal 2003 to Rs. 1.64 million in fiscal 2004 mainly due to our issuance of Rs.BANK OF BARODA Investment income increased by 8. 1. Other Income Our other income increased by 36. Interest on balances with the RBI and other inter-bank lending decreased by 14.83 million in fiscal 2004.695.484. 1.40 million in fiscal 2003 to Rs.40% from Rs.25% from Rs. 29. 18.617.91% in fiscal 2003 to 8.85 12. 1.27 million in fiscal 2004.16% from Rs. 344.

50 160.380. for the periods indicates. Other expenditure remained stable at Rs.82 1.34% in fiscal 2003 to 15.20 831.22 million in fiscal 2004.Year ended March 31 2004 (in Rs. million) Commission.053. 2003 and 39.88 million in fiscal 2003 to Rs.88 1. 1. 9.57 855.977. Exchange Brokerage Provision for Non Performing Advances Provision for Standard Advances Depreciation on Investments Provisions for Income Tax Provision for Restructured Standard Accounts Others Floating Provision for NPAs (in addition to norms) Total provisions and contingencies.438.59 420.78% from Rs.538.60% in fiscal 2004.93 2005 .30 100.487.54 383. 94. the components of our provisions and contingencies: Year ended March 31 2004 (in Rs.459.71 18.42 3. Telegrams.15 86.26 million in fiscal 2003 to Rs.09 755. 11. 24. .61 181. 17.525.00 9.285. Expenses for advertising and publicity increased by 154.42) 5.44 361. The increase was due to our increased contribution to retirement benefits of employees. Taxes and Lighting Printing and Stationery Advertisement and publicity Depreciation on Banks Properties (net of amounts adjusted against revaluation reserve) Director’s Fees. operating profit before provisions and contingencies increased by 44.014. 15.86% to Rs.182.17 3.70 3.11 4.803 employees as of March 31. Telephones etc. 273 3.525.84 million in fiscal 2003 to Rs.00 11. 241.441. Provisions and Contingencies Provisions and contingencies made in fiscal 2004 increased by 60. 12.313 employees as of March 31.48 5.64 million in fiscal 2003 to Rs.285. As a percentage of total income.00 15.23 (1. 2004. million) Payment to and provision for employees Rent.88 339. Repairs and Maintenance Insurance Other Expenditure Total Operating Expenses 11.33% in fiscal 2003 to 31.50 3. payments to and provision for employees increased slightly from 15. This increase was mainly due to publicity expenses for our new retail lending products.92% in fiscal 2004.08 190.484. our operating profit increased from 23.475.84 16.70 4.70 4.22 1643.33 1.67 179.659.42 million in fiscal 2003.65 241. 1.71 million in fiscal 2004.40 12.03 2005 The primary component of our operating expenses was payments to and provision for employees.74% from Rs.212. We had 40. which increased from Rs.444.09 million in fiscal 2004.86 157. Operating Profit Due to the factors described above.768.93 million compared with Rs.64 102.90 million in fiscal 2004.64 886.475.182.166.41 94.61 102.852. As a percentage of total income. Allowances and Expenses Auditor’s Fees and Expenses Law Charges Postage.02 690.487.87 128. The following table sets forth.23 124.

690. Our other provisions increased substantially from Rs. respectively.659.74) (838.59% from Rs. which was primarily due to a provision for wage revision. deposits and borrowings. 5.669.558.426.02 million in fiscal 2003 to Rs. The table below sets forth our cash flows from operations.33 11.29% in fiscal 2004.497. respectively.59 (1.15 million in fiscal 2004. which was primarily due to the increase in our profit.29% from Rs. our net cash from operating activities reflects changes in operating assets and liabilities. 100. increases in our customer deposits and borrowings.91 Cash Flows from Operations Our net cash from operating activities was Rs.78% from Rs.70 million in fiscal 2004.97) 6. Net Profit As a result of the foregoing factors.062.72) 19.266. in million) Fiscal 2003 Fiscal 2004 Fiscal 2005 Six months ended September 30.495.36) (1.768. Change in borrowings reflects only short-term borrowings and not Tier II Bonds. In addition. including investments. 3.20 (1. (16. 86.627. 5.342. Liquidity and Capital Resources Our growth over the last three fiscal years and the six months ended September 30. 2004 24. Our net cash from operating activities reflects interest received during the period from advances and investments and other income and non-cash charges such as depreciation and provisions (mainly for non-performing and standard assets) made during the period.00 million in fiscal 2004.97) 23. Our provision for income tax increased by 42.270. 24.17) (676.70 million in fiscal 2004. Our provision for restructured standard assets decreased by 89. Rs.96 million in fiscal 2004.852.59 million in the six months ended September 30.71 (1.95 Cash Flow from Operations Cash Flow from Investment Activities Cash Flow Financing Activities Net Changes in Cash and Cash Equivalents (16. investments and advances for the periods indicated. cash flows from financing activities and net changes in cash and cash equivalents for the periods indicated: (Rs.27 (183. 6. 7.495.93) 4.813. as well as other assets and liabilities. This was due to the change in the delinquency norms for recognizing NPAs from 180 days in fiscal 2003 to 90 days in fiscal 2004.212.10 24.36) million. The scheme of restructuring standard assets was introduced from fiscal 2002 and hence it was put to greater use in fiscal 2003 compared with fiscal 2004. 6558. which are included in financing activities.97) (21. 831.36% in fiscal 2003 to 12. 2005 has been financed by a combination of cash generated from operations.20 million in fiscal 2003 to Rs.977. our net profit increased by 26.20 million and Rs.243.270. 3. advances. These line items are the most material in terms of changes in our cash flow from operations. The table below sets cash flows from cash profits.380.279.BANK OF BARODA Our provisioning in respect of non-performing assets increased by 42. As a percentage of total income.303. 855. cash flows from investment activities.851. 274 . 2004 and 2005.558. 9.873.30 million in fiscal 2003 to Rs. and Rs.813.10) 6. 24. 2004 6.266.78) (3. in fiscal 2003. our net profit increased from 10.56 Six months ended September 30. 2004 and 2005.57 million in fiscal 2004. Our floating provisions for NPAs (in addition to norms) also increased substantially from Rs.71 million.84 million in fiscal 2003 to Rs.096.09) (3.00 million in fiscal 2003 to Rs.77% from Rs. deposits. 4. as well as adjustments for cash charges.27 million and Rs.50 million in fiscal 2003 to Rs.

00% March 31. in million except percentages) As of March 31. in fiscal 2003.819.30 17. Our net cash from financing activities reflects cash received from the issuance of our Tier II Bonds.68 540.55) (82.09 45. which are primarily based on the capital adequacy accord reached by the Basel Committee of the Bank of International Settlements in 1988.450.665.12 481. and Rs.852.93% 12.50% 9. (1.50 8.78 8. (1.661.363.00% March 31.60) 27.00% 275 .839.33 million for the six months ended September 30.25) (20.60 8. 2005 39.86) (56. (1.086. Our regulatory capital and capital adequacy ratios based on our restated financial statements were as follows: (Rs.0%.82 60. at least half of which must be Tier I capital. Our net cash used in investing activities reflects investments consisting of the purchase of fixed assets and investments in our Subsidiaries and Associates.70 21. respectively.700 million of Tier-II Bonds in the second quarter of current fiscal 2006.50% 9.61% 4.12. 676.49 (14.87 (21.930.09) million in fiscal 2005.997.542.98 83.83) (60. 2004 11.295.55 million in two of our Subsidiaries.52) Cash Flows from Investment Activities Our net cash flow from investing activities was Rs.97) (22.91% 4.751.86% 4.44% 13. 2004 and 2005.97) million and Rs.70 49.91 69. 1.08) Cash Profits Deposits Investments Advances 21.65% 4. 3.94 7.426.279. Our net cash from financing activities fluctuated primarily due to payment of dividends and corporate tax related to dividends and interest on our Tier II Bonds.21% 4.720. Cash Flows from Financing Activities Our net cash from financing activities was Rs.50% 9.55% 12.61 65. Net cash flow from investing activities reflects dividends received from our Subsidiaries and Associates. respectively.97) million. (838.222. We issued Rs.838.23) Six months ended September 30. (1.000 million of Tier II Bonds in the first quarter of fiscal 2004 and Rs. (183.41 (13. respectively.299.00 392.136. 2004 and 2005. 2004 13.619. Our net cash from investing activities was Rs. Capital We are subject to the capital adequacy requirements of the RBI.02 (63.(Rs. 2003 Tier I capital Tier II capital Total capital Total risk weighted assets and contingents Capital adequacy ratios: Tier I Tier II Total capital ratio Minimum capital ratios required by the RBI: Tier I Total capital ratio 31.82 48.749.096.054.180.50% 9.062.79% 4. 7.77 26. (3.47% 5.408.93) million and (Rs. We are required to maintain a minimum ratio of total capital to risk adjusted assets as determined by a specified formula of 9. During the six months ended September 30.922.749.72) million.198.97) million the six months ended September 30.78) million and Rs.89 56.45.74) million and Rs.781. 2005. Net cash flow from investing activities was Rs.558.382. 2004 33. 2005 42. 2004 and 2005. 3.282.478.17) million in fiscal 2003 and 2004. in million) Fiscal 2003 Fiscal 2004 Fiscal 2005 Six months ended September 30.30 21.481.621.75) 28. namely BOBCARDS and NBL.342. respectively. we made a total investment of Rs. (Rs.10% 4.10 400.23 (76.765.259.657.40 55.818. 6.40% 12.00% September 30.

83 353.06 million.793.444. 47.343.15 26. 53.83 million as of March 31. the CAR improved due to our issuance of Rs.93 760.31 847.88 18.82 4.91% as of March 31.82 million as of March 31.61% consisted of securities issued by the Government of India and state governments.48% to Rs. 276 . and further increased by 21. 2005 and September 30. 2005 were Rs. 2005.89 30. 2005.59 million as of March 31.523. 2004.71 489.477.844.744.556. 2003 Cash in hand (including foreign currency notes) Balance with the RBI Balance with banks in India Balance with banks outside India Money at call and short notice Investments (Net) Total advances Fixed Assets (net of revaluation reserve) Other Assets Total Assets 4. The most significant elements of these changes were increase in investments and advances as a result of a general increase in our business activities. 760. 382. and decreased by 2. 2003 to Rs.835.480.54 21. our CAR improved due to issuance of Rs. 301.32 March 31.72% from Rs.120.48 40.19% as of March 31.65% from Rs.10 356.18 million. Our net investments as of September 30.98 33. 13.240.69 8. 2004 4. 2004. 2005.013. which we sold in order to take advantage of the increase in their market value following a softening of interest rates. 2005 4.79% as of September 30.78% and 84. As of March.32 million as of March 31. 2003 to Rs.844. 2004 and 2005. 943. the CAR reduced due to an increase in advances coupled with a decrease in our Tier-II Bonds discounted value.2851.480.76 3.645.65% as of March 31.188.41 million as of March 31.178. 2005.505.79 29.71 million. 2005. Of our investment portfolio in India as of September 30. 489.12 30.06 Our total assets increased by 11.13 370. Our net investments increased by 25.98% from Rs. March 31.82 5.41 434.429.580.61% as of March 31. 2003. 370. our total capital ratio was 12.652.534. which we define as our total assets less our total liabilities. and the redeployment of those funds into advances.000 million of Tier-II Bonds. 847.37 6. 79. We are consistently reviewing our portfolio mix to maximize our return as well as to maintain the required capital adequacy ratio.013.16 382. compared with 80. 40.09 1.008.35 5. 2004.008.43% from Rs.41 September 30.479.79 37. 380.41million as of March 31.32 8. 80.319. As of September 30.003. 2005 were Rs. 7. Financial Condition Our net assets.44 25.817.003.95 9. Our advances increased by 0.67 943. in million) As of March 31. March 31.547. 2004.520. 12. 2003. 2005. 353.659.88 40.35% to Rs. and increased by 11.744. The decrease in investments in fiscal 2004 was due to the sale of Government of India securities. respectively.BANK OF BARODA As shown above.502. 57. 2005: (Rs.53 12. 2005 were Rs. 2005 3.51 380. Our net assets as of September 30.556. and further increased by 11.91% to Rs.38%.972..523.700 million of Tier-II Bonds.817.486. to Rs. 2005 and 12.35 million as of March 31.103. 31.38 million. 3.191.200. We have been able to maintain the required capital adequacy ratio prescribed by RBI.374. 356.90 million as of March 31.84 6.84 million as of March 31.72% to Rs.60 17.188.85 301. 2004. 2005.479.867. 2005. 2004. 2003 to Rs. Our total assets as of September 30.27 23. increased by 18.150.577.18 6.82 million as of March 31. 2005 were Rs.10 million as of March 31. As of March.020. Our advances as of September 30.793.313.740. 434. 2003.645.65million as of March 31.1.35 March 31. The reasons for these increases in our advances were improved credit off take in the market coupled with our thrust on credit growth. 2004.354. 2003. Assets The following table sets forth the principal components of our assets as of March 31.652.

60 million as of March 31.978.777.313. Rs. March 31.302.80 million as of September 30.144. 2004. 32. Liabilities The following table sets forth the principal components of our liabilities as of March 31.37 64. 33. inter-office adjustments.478. (Rs.349.30%.751. 2005 were Rs.253.00 720. 2005 4.472.33% to Rs.93 million as of March 31.69 March 31. The reduction in gross NPAs was due to our concerted efforts to reduce further NPAs.000.914. 10. as a percentage of gross advances were 11.717.84 62.240. which included net inter-office adjustments.502.000. March 31. Our net NPAs to net advances ratio were 3.34 45.24 8.921.74 12.91 861. 2004 compared with March 31. Other liabilities and provisions include bills payable. 890.334.72% as of March 31.00 729. 2. 2005.25 484. These increases were mainly due to increase in savings and term deposits as a result of the general growth of our business.695. 2003 was an increase in inter-office adjustment.194. 32.14 26.08 29.34 249. 28. and decreased to Rs.391.00 890.35 164.65 6. Off-Balance Sheet Arrangements and Financial Instruments Contingent Liabilities The following table sets forth the principal components of our contingent liabilities as of March 31. 2005 and Rs. 2004 4.408.000.769.00 million as of March 31. 5.68 Our total liabilities increased by 11.70 million as of March 31.64 16. 2003 to Rs. 2005. 799.42 417.851. due to the recovery of NPAs and due to NPAs written off during the periods. Our net NPAs as of September 30. increased by 0.798.621.940. 2005: 277 .021. Our total liabilities as of September 30. 39. 2004 and further increased by 11.876. 2003 to Rs. 2004.52% and 7. 2004. 2005.31 38. 40. contingency provisions for standard advances and the issuance of Rs.10 15.50 million. March 31. 2005 were Rs.00 799.82% from Rs.308. 2005 were Rs. 2005.950.802. and increased by 21.367. 2005.663. 1.510.978. 2005 and September 30. our Tier II Bonds and provisions for standard advances and other provisions.364.07 22.83 million as of March 31. March 31.940.69 million as of March 31.47 45.796.74 434. 720.50 million or 6. 30.57 75. 29.09 46.72% to Rs. interest accrued on deposits and borrowings.000 million of Tier II Bonds. or. Our provisions and reductions for NPAs were Rs.21 813.849. 2005 and September 30. 2004.85 40.364.5 million as of March 31.45% as of March 31.83 September 30. 2005.58 197. 2003 Demand deposits from banks Demand deposits from others Savings deposits Term deposits from banks Term deposits from others Total deposits Borrowings Other liabilities and provisions Subordinate debts Total liabilities 5.754. respectively. to Rs. 2003. 2005 and 1. See the section titled “Selected Statistical Information” on page 238 of this Red Herring Prospectus for a further discussion of our non-performing assets. 2005 3.965.194. Rs.19 21.673. 3.308.60 million as of March 31.31 million as of March 31.68 million.10 million as of March 31.914.120. Our gross nonperforming assets as of September 30. 2003. 2005 were Rs. The main reason for the increase as of March 31.42 million as of March 31. 26.233. 33.67 million as of March 31.99% as of March 31. 2004. 2003.378.85 15.765.700 955. 2004.218.353.13% as of September 30.777. 2003.10 54.09 million.28 31. in million) As of March 31. 27. 41. Our other assets as of September 30.02%. 955. tax paid in advance/tax deducted at source (net of provisions) and stationery. interest accrued.03% from Rs.Other assets.679. 2003. Our gross non-performing assets decreased from Rs.34% as a percentage of gross advances.47 491.54 227.42 March 31.60 663.

367. 2003 to Rs.13 35. 2003.896.092.91 27. The aggregate notional principal amount of our forward foreign exchange contracts was Rs.01 million as of March 31. 2005 Except as stated elsewhere in this Red Herring Prospectus. 2004 and Rs.59 176.545.689.195.99 million as of March 31.560.198.32 2. we shall be declaring our unaudited quarterly financial results for the period ending December 31. 2003 Contingent liabilities Claims against the Bank not acknowledged as debt Liability for partly paid investments Liability on account of outstanding forward exchange contracts Guarantees given on behalf of constituents in India Guarantees given on behalf of constituents outside India Acceptances.338.99 25. Rs.161.478.251. 28.537. the trading and profitability of the Bank or the value of our assets or our ability to pay our liabilities within the next 12 months. 278 .BANK OF BARODA (Rs. 176. 18. Our contingent liabilities as of September 30.092.103.99 92. Foreign Exchange and Derivative Transactions We enter into foreign exchange and derivative transactions for our customers and for our own account. cross currency swap agreements and forward rate agreements was Rs. 2005 were Rs.428. which is the date of the last financial statements as disclosed in this Red Herring Prospectus.136.02 236. in million) As of March 31. 2005 Contingent liabilities increased by 24.46 As of March 31.14 3.80 223. 2003.183.39 367. Income from foreign exchange transactions is recorded as income from exchange transactions and income from derivatives transactions is recorded as interest income under the head investment income. endorsements and other obligations Other items for which the Bank is contingently liable Total 3.74 27. These changes were primarily due to our increasing the scope of our derivative operations in fiscal 2004 and enhancing it further in fiscal 2005 and the six months ended September 30.96 million as of March 31.30 14. Our notional principal amount of our single currency interest rate swap agreements.81 12.513.680 million as of March 31. 2005 subsequent to the Issue Closing Date but prior to the listing of Equity Shares being issued under this Red Herring Prospectus. 2005 and Rs.76 8.71. 196.272.920 million as of March 31.283.195.672. 2005. 2004.25 4. 2004 As of March 31.286 Million as of September 30. 2004 and increased by 21. 23.g.826.276.96 21. 2005. We shall be issuing a public advertisement in relation to the same.32 25.08% to Rs.46 million.627.6627. their fair value as of those dates was the same as their notional value. Rs.348.76 million as of March 31.599.913. 2005.89 585.76 10. Significant Developments after September 30.16% from Rs. which materially and adversely affect or are likely to affect.22 10. to our knowledge no circumstances have arisen since September 30. 2005.06 376.47 million as of March 31.103.94 244.913.66 303.161.022.236 million as of March 31. 2005 and Rs. 2005 an increase in our non-funded business (e.47 20.62 15.281.183. Bidders should take note of the fact that these results are not available at this stage while evaluating their decisions to participate in this Issue. letters of credit and guarantees).66 13. Our foreign exchange contracts arise out of spot and forward foreign exchange transactions with corporate and non-corporate customers and inter-bank counter parties. 56..98 196. Since these contracts are marked to market. Our derivative contracts include interest rate swaps for corporate customers and for our own hedging activities.136.85 44.376.72 761.01 8.22 million as of March 31. Rs. We earn profit on inter-bank and customer transactions by way of a spread between the purchase rate and the sale rate. 303. We use ISDA master agreements for our derivatives transactions.18 36. 223.74 million as of September 30. 2005 As of September 30. As required by law. 244.

23 151. 2005.46 19. Revenue and Expenses The types of revenue and expenses are the same for the Group on a consolidated as the Parent on a standalone basis. and Tanzania.694 branches in India spread over 27 states and five union territories. the Subsidiaries are in the following businesses: Credit card.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS ON A CONSOLIDATED (UNRESTATED) BASIS You should read the following discussion and analysis of our financial condition and results of operations together with our consolidated financial statements included in this Red Herring Prospectus. 2005. Asset management.13 15. our total income grew at a compounded annual rate of 2. In this section.) Book Value (Rs.82(1) EPS and RoNW have been annualised for the six months ended September 30.51 12.” our” and “us” are to the Group (as defined below).73%. Hong Kong. the Parent had 2. respectively.49%. Primary dealership. the Parent and its Subsidiaries (together with the Parent. Introduction Overview Bank of Baroda (referred to in this section as the “Parent”) is one of India’s leading commercial banks. which discusses a number of factors and contingencies that could impact our financial condition and results of operations. The Group has grown its business on a consistent basis. Kenya. Uganda. references to “we”. 11. Between fiscal 2003 and 2005. merchant banking operations and housing finance operations. The following discussion relates to the Bank and the Bank’s Subsidiaries on a consolidated basis and is based on our unrestated consolidated financial statements. merchant banking and other capital market activities.20(1) 216.) RoNW (%) (1) (2) (2) Fiscal 2003 28. which have been prepared in accordance with Indian GAAP and RBI guidelines. In addition to the Group’s commercial banking business. You should also read the section titled “Risk Factors” beginning on page xiii. total deposits and total advances grew at a compounded annual growth rate of 11. Select Financial Ratios Earnings per Share (Rs. In addition. As of September 30. except for income and expenses related our credit card operations.02% and 10.62 180. and Housing finance.57% and our total assets. asset management operations. Book value per share and RoNW has been calculated without excluding revaluation reserves and provision for deffered tax from the net worth.44 18.. We do not calculate financial performance indicators on a consolidated basis.K. the “Group”) maintain an international presence in 19 other countries across the globe.82 Six Months ended September 30.57 199.74 Fiscal 2005 25. Guyana. 279 . 2005 34. unless the context requires otherwise. The Subsidiaries operate commercial banking operations in seven countries besides India: the U. Botswana.64 Fiscal 2004 35.

Our Other Banking Operations comprise the Group’s banking operations and other operations comprising credit cards. Business Segments Our Treasury Operations comprise money market operations. wherever necessary. to conform to the Accounting Policies of the Parent. liabilities. The Financial Statements of Subsidiaries and Associates are adjusted.10 41. (Rs. in million) Fiscal 2003 Fiscal 2004 Fiscal 2005 Six months ended September 30.40 39.320.40 81. we have recognized business segments as our primary reporting segment and geographical segments as our secondary segment. after eliminating intra-group balances / transactions and resulting unrealised profit / loss.40 22.00 80.80 19.822.720. Segment Reporting In line with RBI guidelines on compliance with Accounting Standard 17 .566. the basis of consolidation of overseas Subsidiaries and Associates was changed by way of adjusting their financial statements to conform to the Parent’s accounting policies. 2004 Business Segment Revenue(1): Treasury Operations Other Banking Operations Total Revenue 35.00 20. The Group’s other critical accounting policies are the same as those for the Parent set forth in the section titled “Managements Discussion and Analysis of Financial Condition and Results of Operations on Unconsolidated BasisCritical Accounting Policies” beginning on page 261 of this Red Herring Prospectus.Segment Reporting issued by the Institute of Chartered Accountants of India. The financial statements of the bank and its subsidiaries are combined on a line by line basis by adding together like sums of assets.731.90 38. forex transactions and derivatives dealings.30 41.90 39. Minority interest in the Consolidated Financial Statements consists of the share of the minority shareholders in the net equity of the Subsidiaries. Changes in Accounting Policies in the Last Three Fiscal Years In fiscal 2005.322.371.049. We report Treasury Operations and Other Banking Operations as our two business segments and report Domestic Operations and International Operations as our two geographical segments. income and expenses.40 43. 2004 Six months ended September 30.034.835.90 17.30 76.307. Investments in Associates are accounted for under the Equity Method as per AS -23 “Accounting for Investments in Associates in Consolidated Financial Statements” issued by ICAI based on the audited Financial Statements of the associates.358.354. The table below sets forth our revenue from Treasury Operations and Other Banking Operations and total revenue for the periods indicated.50 (1) Segment revenue represents revenue from external customers. The same has no material impact on the consolidated financial statements.50 40.463. capital markets and asset management. investment in fixed income and money market.412.BANK OF BARODA Critical Accounting Policies Consolidation Procedure: The Consolidated Financial Statements are prepared in accordance with Accounting Standard (AS)-21 “Consolidated Financial Statements” issued by the Institute of Chartered Accountants of India (ICAI). 280 .

81 224.Geographical Segments The Group has two geographical segments: Domestic (India) and International. 2004 to Rs.41 million in the six months ended September 30.78% 15.65% from Rs. 2004 to Rs.127.13% As a financial organization we are subject to exchange rate movements.99 34.75 million in the six months ended September 30.566.903.096.47% 16.337.64% from Rs.4876.81 million in the six months ended September 30. in million) Percentage of Group’s Total Income 13.657.13% from Rs.780. 2005 and our total expenditure increased by 9.876. Movements in foreign exchange rates may impact our business. The table below sets forth our international operations’ business (advances and deposits) and total income and its respective percentage contribution to our total business (advances and deposits) and total income for the periods indicated.58 million in the six months ended September. 2004 (in Rs. 2005.22 2005 The increase in net interest income was due primarily to a 9.09 million in the six months ended September 30. 2005. Accordingly.99 million in the six months ended September 30. 31. 281 . 2004 Our total income increased by 2.096.355. our future financial performance.90 7. 30 2004 to Rs. our shareholders’ funds and the price of our Equity Shares.86% 14. 17.38 million in the six months ended September 30. million) Interest income Interest expense Net interest income 31.18% from Rs.456. 30. 4 0.09 million in the six months ended September 30. Our net profit also decreased by 4. 3. 2004 to Rs. 2005. 2005.903.258.014.614. 2004 to Rs. Total Business (advances and deposits) of International Operations (Rs.720.26% 7. 16.897.288.08 164. 2005 Compared with the Six Months Ended September 30. 11. 30 2005.074. 5.19 197.22 million in the six months ended September.25 million in the six months ended September 30. 27.48 Percentage of Group’s Business (advances and deposits) Total Income of International Operations (Rs.50million in the six months ended September 30. 10.32% increase in total interest income from Rs.438.28% 11.20 9. 5. we have an international presence in 19 other countries with 59 branches and three representative offices. Our operating profit decreased by 14. 2005 143. Results of Operations Six Months ended September 30.75% 9.20 4. Net Interest Income Our net interest income increased by 12.24% 7.515.80 6. In addition.289. in million) Fiscal 2003 Fiscal 2004 Fiscal 2005 Six Months ended September 30.16 16.878. The following table sets forth the components of our net interest income: Six months ended September 30. our financial statements are denominated in Rupees while the functional currencies of our international operations are foreign currencies.56 million in the six months ended September 30. 2004 to Rs.842.38 18.639.58.59 14. 14. In addition to India. 39. the financial performance of these international operations when translated into Rupees may from time to time be impacted by exchange rate movements.47% from Rs.

2005. Income from investments increased by 1. 15. especially in overseas placements.805.28 2005 Income from commissions.86 million in the six months ended September 30.876.81% from Rs.24 15.428.057.394.685. 2005.59 17.87% increase in advances by the Parent in six Months ended September 30. 2005.25 1.690.56 million in the six months ended September 30. million) Commission.253. 2004 to Rs. This increase was as a result of a general growth in our business.24 million in the six months ended September 30. This increase was primarily due to an increase in average investments of parent partially offset by a decrease in market interest rates.073.06 34.28 15.74 238. 15.BANK OF BARODA Interest Income The following table sets forth the components of our interest income: Six months ended September 30. 1.253. 1.34 million in the six months ended September 30. 1. 1. 2004 to Rs. Buildings and Other Assets (Net) Profit on Exchange Transactions (Net) Profit on sale of Investments (Net) Miscellaneous Income Total other income 1.74. 2005.394. 282 .56 1.71 million in the six months ended September 30.28 million in the six months ended September 30.817.34 1.28 million in the six months ended September 30.109.817.88% from Rs. 7. 2005. The following table sets forth the components of our other income: Six months ended September 30.800.903.344. 2004 (in Rs.21% from Rs. Other Income Our other income decreased by 27.690.869.85 5. 2005.26% from Rs.797.35 1. 2004 to Rs. million) Interest and Discount on advances/bills Income on Investment Interest on balance with RBI and other Inter Bank Lending Others Total interest income 14. 2004 to Rs.86 734.614. 17.869.780.38 2005 Interest and discount on advances and bills increased by 20.800.90% from Rs.23 706. Interest on balances with RBI and other inter.805.88 31. This increase was due to higher inter-bank placements during the six months ended September 30 2005.34 1.899. 1344. exchange and brokerage increased by 3. 2004 to Rs.59 million in six months ended September 30. Exchange and Brokerage Profit on sale of Land.59 million in six months ended September 30.899. 2004 to Rs.00 million in the six months ended September 30.62 7.71 1. 1020.16 million in six months ended September 30.23 million in six months ended September 30. 18.03 million in six months ended September 30. 17. primarily due to higher average cost of deposits of the Parent. 2005 on half-year on half-year basis . 5.61% from Rs.bank lending increased by 7. 2004 to Rs.12 million in six months ended September 30.109. 14. Our other interest expense decreased marginally from Rs. 2005. This increase was primarily due to a 30.144.64 1.12 1. 2004 (in Rs.31 3. Interest Expense Our interest expense increased by 6.

Six months ended September 30.28 921.12 million amortization charge for securities in the Held to Maturity category by the Parent. 1. 1. 2004 to Rs. This increase was primarily due to the implementation of the wage revision by the Parent. 1. As a percentage of our total income.797. 512.95% in the six months ended September 30. negatively impacting volumes in the Indian debt market and our ability to sell our Government of India securities profitably. As a percentage of total income. etc.06 1557.63% from Rs. Telegrams. 7.57 53.83% in the six months ended September 30.557.30 million in the six months ended September 30.144. 2005. 2004 to Rs. 2004 to Rs. 2005 from 17.62 million in the six months ended September 30.658.658.70 88.74% in the six months ended September 30. 1.31 million in the six months ended September 30.32 29.63 4. up frontfees and other account keeping fees. 283 . 2005. 2004 to Rs. 11. Our other expenditure includes. Our miscellaneous income.64 million in the six months ended September 30. 1. 2004 to 24. 706. 2005.84% in the six months ended September 30.35 million in the six months ended September 30. Repairs and Maintenance Insurance Other Expenditure Total Operating Expenses 7.128. Taxes and Lighting Printing and Stationery Advertisement and Publicity Depreciation on Bank’s Property other than Leased Assets Directors’ Fees.685.23 98.98 826.81% in the six months ended September 30.97% in the six months ended September 30. As a percentage of total income. 902. our operating profit also decreased from 29. operating expenses increased to 28.25 million in the six months ended September 30.37% from Rs.57% from Rs. Other expenditure increased by 72.08 million in the six months ended September 30.98 million in the six months ended September 30. 2005.17 92. This decrease was due to reduction in operating profit of the Parent. 2005 compared with 25.25 million in the six months ended September 30. Operating Profit Operating profit before provisions and contingencies decreased from Rs. minimum balance charges.073.49 89.52 423.428.081.2005. 2005. 2004.09 million in the six months ended September 30. Telephones.65 167. This increase was primarily due to a Rs. which includes incidental income from services charges. This decrease was due to a reversal in the interest rate cycle. which increased by 8.86 49.52 225. 2004 to Rs.28 million in the six months ended September 30.263. computer software and maintenance charges and amortisation of securities in the Held to Maturity category.687. among others. 2004. Set forth below are the details of our total operating expenses for six months ended September 30. million) Payments to and Provisions for Employees Rent.08 10. 2005. Operating Expenses Total operating expenses increased from Rs. 3. 2005.79 418.85 million in the six months ended September 30.34 million in the six months ended September 30.21 448. Net profit from foreign exchange transactions decreased from Rs.54 2.97 7. 2004 (in Rs.263. 7081.68 320.30 11. 11. 2005. payments to and provision for employees increased to 18.31 225.10 112.687. Allowances and Expenses Auditors’ Fees and Expenses (including Branch Auditors’ Fees and Expenses) Law Charges Postages.93 million in the six months ended September 30. 2004 and six months ended September 30.05 902. travelling and conveyance expenses. 2004 to Rs. increased from Rs.842. 10. 10.Net profit on the sale of investments decreased by 62. 2004 to Rs.18 96.25 2005 The primary component of our operating expenses was payments to and provision for employees.

30. written back.06 150.95 25. hence.061.2005 decreased by 17.514. 704. million) Provision for Non-Performing Advances Provision for Standard Advances Depreciation on Investments Provisions for income tax Provision for Restructured Standard Accounts Others Total provisions and contingencies 2. 80. 2005.55 (582. 1.125.1700 million written off in the six months ended September 30. 5. 2004 to Rs.288.94 million in the six months ended September 30.822. as against Rs.32 million in the six months ended September 30. 81. The following table sets forth. our net profit decreased from 13.35 million in fiscal 2005 and our total expenditure increased by 1.24% in the six months ended September 30. (582. 23. 2005.27 million in the six months ended September 30. 2005.93) 5. 2005 Compared with the Fiscal Year Ended March 31.06 million in the six months ended September 30. our net profit before minority interest decreased from Rs.09 million in the six months ended September 30.481. 2004 to Rs. 5.838.79% from Rs. 56. 2004 (in Rs. 2005 compared with Rs.849. 46. 2004. 2. 2005 due to provisions made earlier.27 1. 2.665. 6. Fiscal Year Ended March 31.125. 2.86 million in the six months ended September 30. Our provision for income tax decreased from Rs. Our operating profit decreased by 8. 2004.67 million in the six months ended September 30. Net Profit Before Minority Interest As a result of the foregoing factors. 1.1.00% from Rs. 2005. 2004 to Rs.524. Minority Interest The share of minority interests increased from Rs. 5.36 million compared with.258.58 million in fiscal 2004 to Rs.61 million in the six months ended September 30.17 2.2004 to Rs.911. Our provisioning for depreciation on investments was Rs. Net Profit Attributable to the Group As a result of the foregoing factors.BANK OF BARODA Provisions and Contingencies Provisions and contingencies made in the six months ended September 30. for the periods indicated.524. This was primarily due to a reduction in the provisions for NPAs by the Parent. Other provisions were positive in the six months ended September 30. 2005.67 704.06 1.458. 5.73 million in fiscal 2004 to Rs. 5.372.515.67 million in fiscal 284 . 2004 to 12. 2005. 2004 to Rs.69 million in fiscal 2005.849. 2004 Our total income decreased by 1.94 6.76% from Rs.014.07 2. 55. our net profit decreased from Rs.36 2005 Our provisioning in respect of non-performing assets decreased by 36.32 million in fiscal 2004 to Rs. The provision for depreciation in investments in the six months ended September 30.372. Our other provisions were Rs.514.93) million in the six months ended September 30.17% from Rs.36% in the six months ended September 30.06 million in the six months ended September 30.458. 25.23 million in the six months ended September 30. 2005 due to lower profit in the six months ended September 30.04 4. 2005. 2005 was mainly due to a provision made for securities transferred from the Available for Sale category to the Held to Maturity category.04 million in the six months ended September 30.95 million in the six months ended September 30.665. 2004 to Rs.910.75 million in the six months ended September 30. As a percentage of total income. the components of our provisions and contingencies: Six months ended September 30.354. being no longer required and.08% from Rs.45 1.481.

73 million in fiscal 2005.891. million) Interest income Interest expense Net interest income 63.576.50 million in fiscal 2005.079.50 30. 2.88 million in fiscal 2004 to Rs.079. Net Interest Income Our net interest income increased by 16.450.953. Interest Expense Our interest expense decreased by 3.73 2. 26.87% from Rs.581.398.576.71% increase in total interest income from Rs. 36.21% from Rs. Other Income Our other income decreased by 24.576.87 2005 The increase in net interest income was due primarily to a 4.447.98% from Rs. 2.04 million in fiscal 2004 to Rs.500. especially in overseas placements. Our other interest expense increased marginally from Rs. Income from investments increased by 2.37 2005 Interest and discount on advances and bills increased by 4.71% from Rs.94 million in fiscal 2004 to Rs. 10.581.05 66. 66.576.646.98 million in fiscal 2005.37 35.24 29.44 2. The following table sets forth the components of our other income: 285 .646. 29. 66.94 million in fiscal 2004 to Rs.628.69 million in fiscal 2005.953.04 2.929. 63. 2.49 3.003.94 30.06 million in fiscal 2004 to Rs.54% from Rs. The following table sets forth the components of our net interest income: Year ended March 31.37 million in fiscal 2005.996.37 million in fiscal 2005.49 million in fiscal 2005. Interest Income The following table sets forth the components of our interest income: Year ended March 31. Our net profit also decreased by 28.996.46% from Rs. This increase was primarily due to a 21% increase in advances by the Parent in fiscal 2005. This increase was due to higher inter bank placements during fiscal 2005. million) Interest and Discount on advances/bills Income on Investment Interest on balance with RBI and other Inter Bank Lending Others Total interest income 29.929.15% from Rs.88 66. 35.581.19 million in fiscal 2004 to Rs.108.891. 2004 (in Rs. 2.19 million in fiscal 2005.231.10 30. 18.59 million in fiscal 2004 to Rs.103.22 63.87 million in fiscal 2005. This increase was primarily due to an increase in investments partially offset by a decrease in market interest rates.628.44 million in fiscal 2004 to Rs. 30. 63.116. 2004 (in Rs.38 million in fiscal 2004 to Rs.2005. 13. 7.06 26.450. Interest on balances with the RBI and other inter-bank lending increased by 17.240.94 36. 30. primarily due to lower average cost of deposits of the Parent.777.581.

Year ended March 31.990.62 120.33% from Rs.694. operating expenses increased to 26.268.17% in fiscal 2004.91 205.0% in fiscal 2005 compared with 23.83 1.19 2005 286 .27 437.17 186. Our miscellaneous income.957. 20.02 million in fiscal 2005. 2. mainly due to more business activity in this area.80 million in fiscal 2004 to Rs. million) Commission.90 255. 3.240.14 0 17.708. 2004 (in Rs. 1.743. 3. Set forth below are the details of our total operating expenses for fiscal 2004 and fiscal 2005.50 1.82 1.38 10. As a percentage of our total income.75 173.49 0. negatively impacting volumes in the Indian debt market and our ability to sell our Government of India securities profitably. Telegrams. 2004 (in Rs.18 1. This decrease was due to a reversal in the interest rate cycle.408.38 3.02 5.25 111.BANK OF BARODA Year ended March 31.15 13.67 million in fiscal 2004 to Rs. This increase was result of a general growth in our business.04 million in fiscal 2005. Net profit from foreign exchange transactions increased from Rs.745.68 million in fiscal 2004 to Rs.67 14. million) Payments to and Provisions for Employees Rent. Exchange and Brokerage Profit on sale of Land. which includes incidental income from services charges.06 660.27 120. Taxes and Lighting Printing and Stationery Advertisement and Publicity Depreciation on Bank’s Property other than Leased Assets Depreciation on Leased Assets Directors’ Fees.19 2.98 2005 Income from commissions. Allowances and Expenses Auditors’ Fees and Expenses (including Branch Auditors’ Fees and Expenses) Law Charges Postages.19 million in fiscal 2005.587.15 million in fiscal 2005.869.82 446.42 161.944. 18.100.96% from Rs.578.69 2.408.990. Telephones.69 million in fiscal 2004 to Rs.268. Repairs and Maintenance Insurance Other Expenditure Total Operating Expenses 12.63 1. Buildings and Other Assets (Net) Profit on Exchange Transactions (Net) Profit on sale of Investments (Net) Miscellaneous Income Total other income 3.31 209.792.15 871. Operating Expenses Total operating expenses increased from Rs.648. 1. exchange and brokerage increased by 5. 5. 10.587.28 2. minimum balance charges.82 418.80 18.743.04 0.28 million in fiscal 2005. up frontfees and other account keeping fees decreased slightly from Rs.957.84 14.869.777. Net profit on the sale of investments decreased by 47. 2.47 205. etc.38 million in fiscal 2004 to Rs.72 18.792.68 0.648.211.31 805.578.35 20.

67 million in fiscal 2005.57 885. 40.83 million in fiscal 2005. Provisions and Contingencies Provisions and contingencies made in fiscal 2005 increased by 6.22 86. 1. This was primarily due to a reduction in the provisions for NPA by the Parent. 197.56 million in fiscal 2005 compared with Rs.098. Our provisioning for depreciation on investments was Rs.93% from Rs.22 million in fiscal 2004 to Rs. 8.72 million in fiscal 2005.648.53 million in fiscal 2005. 15.80% from Rs. 1.58% from Rs.211. 4. 64.00 1. 2. as against Rs.521.487.79% from Rs. 1.15 million in fiscal 2004 to Rs. Our other provisions were Rs. This increase was primarily due to a Rs.31 4. 5. which increased by 9.694. Minority Interest The share of minority interests increased from Rs.09 2. 2004 (in Rs. Operating Profit Operating profit before provisions and contingencies decreased from Rs.49 2005 Our provisioning in respect of non-performing assets decreased by 18.00 4212. 14.67% in fiscal 2004 to 29.00 million in fiscal 2004. travelling and conveyance expenses.82% in fiscal 2004.545.61) 5. payments to and provision for employees increased to 17. 885.58 million in fiscal 2004 to Rs.46% from Rs.737.941.671.22 240.31 million in fiscal 2004 to Rs. This was largely due to provision for wage revision for employees of the Parent.671.521. .648.00 15.The primary component of our operating expenses was payments to and provision for employees. Our provision for income tax decreased by 64.838.911. Net Profit Before Minority Interest As a result of the foregoing factors. 12. 7.30 16.22 million in fiscal 2005 due to lower profit in fiscal 2005.100. As a percentage of total income. 16. computer software and maintenance charges and amortisation of securities in the Held to Maturity category. for the periods indicated.35million in fiscal 2005.67% in fiscal 2005.56 28. 25. 5.49 million compared with.107. As a percentage of total income.72 million in fiscal 2004 to Rs. This increase was primarily due to a higher provision for the Parent’s staff retirement benefits. Our other expenditure includes. 287 .69% in fiscal 2005 from 15. million) Provision for Non Performing Advances Provision for Standard Advances Depreciation on Investments Provisions for income tax Provision for Restructured Standard Accounts Others Floating Provision for NPAs (in addition to norms) Total provisions and contingencies.66 million in fiscal 2004 to Rs.67 8.014. This decrease was due to reduction in operating profit of the Parent.18 million in fiscal 2004 to Rs.941. our net profit before minority interest decreased from Rs. our operating profit also decreased from 31.107.58 million amortization charge for securities in the Held to Maturity category by the Parent.09 million in fiscal 2005.098. Other expenditure increased by 23.545. among others.65 million in fiscal 2005.61 million written back in fiscal 2004. 23.85 million in fiscal 2004 to Rs. 2. The following table sets forth. The provision for depreciation in investments in fiscal 2005 was mainly due to a provision made for securities transferred from the Available for Sale category to the Held to Maturity category.15 15.014.737. 5.65 93.944.564. 10. the components of our provisions and contingencies: Year ended March 31.98 (1.

10.349.079.022.817. Net Interest Income Our net interest income increased by 22.64 million in fiscal 2003 to Rs.58 million in fiscal 2004.551.371.24 29. 81.965.73 million in fiscal 2004.996.14% from Rs. The following table sets forth the components of our net interest income: Year ended March 31.32 million in fiscal 2004 and our total expenditure decreased by 4. 2004 (in Rs.18% from Rs.996.783.18 62.398. 25.33% in fiscal 2005. 2004 (in Rs.06 million in fiscal 2004.914.84 million in fiscal 2003 and Rs.44 million in fiscal 2004. 76.57 29. Interest Expense Our interest expense decreased from Rs. Our operating profit increased by 43. 27.953. 26.88 million in fiscal 2004. 7. our net profit decreased from Rs. 40.817.94 2005 Interest and discount on advances and bills decreased by 7.30 990.103. 8354. million) Interest / Discount on Advances/Bills Income on Investments Interest on Balances with Reserve Bank of India and other Inter-Bank Funds Others Total interest income 31. 58.40 million in fiscal 2003 to Rs.551.73 million in fiscal 2003 to Rs.965.447.953.430.581.94 36. mainly due to reduction in interest on deposits.04 2.04% from Rs.64 27. This primarily reflected lower average cost of deposits for the Parent.822. reflecting lower interest rates in the markets where we operate.84 million in fiscal 2003 to Rs.38 million in fiscal 2003 to Rs.910.11 million in fiscal 2003 to Rs. 2004 Compared with the Fiscal Year Ended March 31.628. 2003 Our total income increased by 7. Our other interest expense increased from Rs. 36.628.88 2005 The increase in net interest income was due primarily to 9.85 million in fiscal 2003 to Rs. 1.05% from Rs.86% from Rs.783.84 21. Interest Income The following table sets forth the components of our interest income: Year ended March 31.19 million in fiscal 2005.108. 55.44 2.78% from Rs.953. 10.22 63. As a percentage of total income. million) Interest income Interest expense Net interest income 62. 18. Investment income increased by 7.57 40. Fiscal Year Ended March 31.965.108.581.45 2.45 million in fiscal 2003 to Rs. 288 . 40.12 million in fiscal 2004. 2.59 million in fiscal 2004 mainly due to additional Tier-II bonds issued by the Parent.24 million in fiscal 2004. 31.811.74% from Rs. our net profit decreased from 12.80% decrease in total interest expense from Rs.06 26.77% in fiscal 2004 to 9.06 million in fiscal 2004. 21.. 29.811.482.911.02 million in fiscal 2003 to Rs. 29.500.BANK OF BARODA Net Profit Attributable to the Group As a result of the foregoing factors.20 million in fiscal 2004 to Rs. Our net profit increased by 25.73 63. 36.

437.19% in fiscal 2004 compared with 22.518.76% in fiscal 2003. Year ended March 31.Other Income Our other income increased by 34.31 209. 1.24% from Rs.18 1. This was partly due to an increase in recovery of bad debts written off.648. Telegrams.38 10.30 189.709.62 120.578. Allowances and Expenses Auditors’ Fees and Expenses (including Branch Auditors’ Fees and Expenses) Law Charges Postages.82 418. Taxes and Lighting Printing and Stationery Advertisement and Publicity Depreciation on Bank’s Property other than Leased Assets Depreciation on Leased Assets Directors’ Fees. 10. 1. million) Payments to and Provisions for Employees Rent.69 million in fiscal 2004. 2004 (in Rs.694.17 186.76 129.87 365.81 18. exchange and brokerage in Subsidiaries.38 million in fiscal 2004. Telephones etc.383.80 million in fiscal 2004.314.61% from Rs.268.957. This was primarily due to the softening of interest rates in fiscal 2004 and the growth in the wholesale debt market in India with a good volume of business transacted between market participants.06% from Rs.63 1.18 2.53 113.578.54 12.80 15. As a percentage of our total income.01 million in fiscal 2003 to Rs. Exchange and Brokerage Profit on sale of Land. 13.08 107.83 million in fiscal 2003 to Rs.06 20.00 2. Operating Expenses Total operating expenses increased by 9.73 1.069.42 161.78 1. exchange and brokerage decreased from Rs.31 805. This slight decrease was mainly due to reduction in income from commissions. 17.83 3.01 13. 2.92 383.67 million in fiscal 2004.72 940.944.14 1. 2004 (in Rs. 3. 3.59 6.06 million in fiscal 2003 to Rs. 6.02% from Rs.268.38 2005 Income from commissions.85 22.72 18.70 0.06 197.240.724.84 14.743.69 0. The following table sets forth the components of our other income: Year ended March 31.743.90 255. million) Commission.85 million in fiscal 2003 to Rs.59 million in fiscal 2003 to Rs. 18. Net profit on the sale of investments increased by 62.587.314.30 17. Repairs and Maintenance Insurance Other Expenditure Total Operating Expenses 289 11.724.67 2005 .069.82 1.240. due to more business activity in this area.708.27 437.711. Miscellaneous income increased by 28.587.49 0.437. 2.68 million in fiscal 2004.957. 18.68 0. Buildings and Other Assets (Net) Profit on Exchange Transactions (Net) Profit on sale of Investments (Net) Profit on revaluation of Investments (Net) Miscellaneous Income Total other income 3. operating expenses increased to 23.54 million in fiscal 2003 to Rs.648. Net profit from foreign exchange transactions increased from Rs.38 million in fiscal 2004.383.

This was mainly due to provisions made earlier. our operating profit increased from 23.20 640. This was due to the change in the delinquency norms in India for recognizing NPA from 180 days to 90 days in fiscal 2004.15 15.671. This increase was largely due to the provision for wage the revision by the Parent in fiscal 2004. As a percentage of total income.21 million in fiscal 2004. no longer required and.911.271.61) 5. for the periods indicates. Net Profit before Minority Interest As a result of the foregoing factors. 2004 (in Rs.22 86.854.85million in fiscal 2004.31 million in fiscal 2004.671. 40.225.79 million in the fiscal 2003.04% from Rs. Income Tax Our provision for income tax increased by 41. 4.81% in fiscal 2004.854.10 million in fiscal 2003 to Rs.94 million in fiscal 2003 to Rs. million) Provision for Non-Performing Advances Provision for Standard Advances Depreciation on Investments Provisions for Income Tax Provision for Restructured Standard Accounts Others Floating Provision for NPAs (in addition to norms) Total provisions and contingencies 3.68 million in fiscal 2003 to Rs.78 million in fiscal 2003 to Rs.18 million in fiscal 2004.79 690.022. (1.22 million in fiscal 2004.79 4. 18. The following table sets forth. 25. Our other provisions were Rs.545.82 million in fiscal 2003 to Rs.402.60% in fiscal 2003 to 31. Our provisioning for depreciation on investments was Rs.944.19 million in fiscal 2003 to Rs. 47. As a percentage of total income.82% in fiscal 2004 from 15.10 831.48% from Rs. which was due primarily to an increase in our income. 640.014.67% in fiscal 2004.00 4212.98 (1014. 15.00 50. This marginal increase was due to a higher provision for staff retirement benefits by the Parent. the components of our provisions and contingencies: Year ended March 31.210. Provisions and Contingencies Provisions and contingencies increased by 59. our net profit increased from 10.82 5.15 million in fiscal 2004. which increased from Rs. Operating Profit Due to the factors described above.53 million in fiscal 2003 to Rs.58 million in fiscal 2004. As a percentage of total income.487.77% in fiscal 2003 to 12.00 15. 885. Net Profit Attributable to the Group As a result of the foregoing factors. 5.545. our net profit before minority interest increased from Rs. written back. 10.94 160. 290 .00 9. payments to and provision for employees increased to 15. hence.271.BANK OF BARODA The primary component of our operating expenses was payments to and provision for employees.66 million in fiscal 2004. 3.18% from Rs. 12.00 million in fiscal 2004 compared with Rs. Minority Interest The share of minority interests decreased from Rs. 8. our operating profit before provisions and contingencies increased by 43.36% in fiscal 2003.61) million in fiscal 2004. 5. 10. 9.482.711.31 2005 Our provisioning in respect of non-performing assets increased by 69.941.941.02 million in fiscal 2003 to Rs.57 885. 11.78% from Rs. 8.210. our net profit increased by 25.02% from Rs.

GAAP and Indian GAAP insofar as they affect financial information reported in this Prospectus. Allowance for credit losses Allowance for credit losses are based on defaults made on principal and interest.S. GAAP and Indian GAAP. available for sale and held for trading as per RBI guidelines.S. Non-performing loans are reported after considering the impact of impairment. Available for sale are valued scrip. Other than temporary impairments in the value of HTM and AFS investments are accounted for as realized losses. The allowances are made in accordance with the prudential norms prescribed by RBI. together with standards that are in the process of being developed in both jurisdictions.S. Amortisation of purchase premium is required in at which time the gain or loss is reported in income. No specific format is mandated. Income statement items may be presented using a single-step or a multiple step format. prescribed by the relevant statute. financial statements cash flows for two years together with accounting policies. generally items are presented on the face of the Balance Sheet in decreasing order of liquidity. Expenditure must be presented by function.S. All entities are required to present balance sheets. income statements. The allowance does not consider present value of future inflows. Subject Indian GAAP U.The nonperforming loans are placed on non-accrual basis Investments in securities Investments in marketable equity and all debt securities are classified according to management’s holding intent. if listed or proposing listing. Amortisation of purchase premium and discount is required for all the categories of debt securities. Securities are classified as held to maturity.accrual basis. 291 .SUMMARY OF SIGNIFICANT DIFFERENCES BETWEEN INDIAN GAAP AND U. Available-for-sale (AFS) securities are marked to fair value. which differ in certain respects from the accounting principles generally accepted in the United States (or “U. together with accounting policies and notes to the financial statements. The impairment is measured by comparing the carrying amount of the loan to the present value of expected future cash flows or the fair value of the collateral (discounted at the loan’s effective rate). GAAP and Indian GAAP pronouncements have been issued for which the mandatory application date is later than the reporting dates in this Red Herring Prospectus.S. or held to maturity. Held for trading securities are valued scripwise and net depreciation is accounted for. 1956 and the Indian Banking Regulation Act. Entities seeking a listing are required to present five years of adjusted financial information. where management estimates that payment of interest or principal is doubtful of collection.S. GAAP Format and content of Entities are required to present balance sheets. available for sale.performing and placed on non. 1949 and accounting principles generally accepted in India (collectively “Indian GAAP”). profit and loss accounts and. into one of the following categories: trading. Trading securities are marked to fair value. GAAP”). could have a significant impact on future comparisons between U. Various U. The extent of disclosures in the notes to financial statements generally is far Format for presentation of financial statements is as more extensive than under Indian GAAP. Loans are identified as non. The following table summarizes significant measurement differences between U. cash flows and comprehensive income. respect of ‘Held to Maturity’ category Held-to-maturity (HTM) debt securities are carried at amortized cost. Held to maturity are valued at cost unless more than face value in which case the premium is amortized over the remaining period / years of maturity.. GAAP The summarized financial information and financial statements included in this Red Herring Prospectus have been prepared in accordance with the requirements of the Indian Companies Act. with the resulting unrealized gain or loss recognized in the income statement. statements of shareholders’ equity. schedules and notes. with the resulting unrealized gain or loss recorded directly in a separate component of equity called ‘Other Comprehensive Income’ until realized.wise and net depreciation under each category is provided for while net appreciation is ignored. These.

financial statements of listed companies/banks. There is no requirement to apply the equity method of accounting in the standalone financial statements of the parent and the same are accounted for in the same manner as other investments in the stand alone financial statements of the parent. In such cases. Consolidation and In India. 46.BANK OF BARODA Subject Indian GAAP US GAAP Loan origination fees/costs Loan origination fees and costs are taken to the Loan origination fees (net of loan origination costs) income statement in the year accrued/incurred. the FASB issued Interpretation No. Accordingly. are deferred and recognized as an adjustment to yield over the life of the loan. investments in subsidiaries. under US GAAP. there is no legal requirement to prepare subsidiaries than separate financial statements of consolidated financial statements. For the purposes of identifying the voting interests Unlisted entities with subsidiaries will continue to have held in an investee. which may be treated as equity affiliates under Indian GAAP. The equity method requires investors to record their investment in the associate as a one-line asset and reflect their share of the investee’s net income/ loss in their earnings. whereby the investment is intially recorded at cost. except when control is Accounting Standard (AS21) on “Consolidated likely to be temporary or is impaired. the reporting entity generally follows legal Under US GAAP. Investments in associates or affiliates Associate is an enterprise in which the investor has Investments over which the investor can exert significant influence and which is neither a subsidiary significant influence. Separate Financial Statements”. interests held through a subsidiary are considered. if classified as held to maturity investments. Accordingly. financial statements of the parent only are not but sets out the standards to be followed in the presented. are required to be accounted for using the associates is required by SEBI in consolidated equity method. In stand alone the parent. identifying any goodwill or capital reserve arising at 292 . direct interests and those indirect protective rights only are consolidated. This method is also followed for unconsolidated The equity method is a method of accounting. Accordingly. Dividends received reduce the investment account. and includes many entities that would previously have remained off-balance sheet. SEBI substantive participating rights overcome the requires listed companies/banks and those seeking presumption that the majority shareholder controls a listing to publish consolidated financial statements the entity thus precluding consolidation of the results in accordance with AS21 in addition to the separate of that entity. are accounted at cost less an allowance for permanent impairments. The equity method of accounting for investments in stock. A variable interest entity to be consolidated is one in which a party could face risk of loss without having an equity interest. financial statements of the parent. all direct and indirect interests the option of not presenting consolidated financial are considered. generally presumed when the investor owns between 20% and 50% of the voting nor a joint venture. “Consolidation of Variable Interest Entities” an interpretation of Accounting Research Bulletin (ARB) 51 that applies to variable interest entities created after January 31. the equity method of accounting applies. consolidation is required for entities where the parent has majority financial control. and to variable interest entities in which an enterprise obtains an interest after that date. For the purposes of identifying the voting interests Entities where the minority shareholder has held in an investee. 2003. event that consolidated financial statements are Entities where the minority shareholder has presented or required by law or regulation. generally when it controls more than 50% of the outstanding voting stock. does not require consolidation. In January 2003. there is a presumption that investments in subsidiaries form and is considered to be the legal entity rather consolidated financial statements present more meaningful financial information for a parent and than a group. financial statements. certain investees may be considered as subsidiaries to be consolidated statements. subsidiaries..

should be recognized in its consolidated financial Accounting for interests in jointly-controlled assets statements on a proportionate consolidation basis and jointly-controlled operations of a venture is unless by virtue of a contractual arrangement joint similar to Indian GAAP. Business combination Business combinations are accounted for either as pooling of interests or as acquisitions. the assets. transferred. the purchase price allocated to the fair values of the next assets acquired including intangibles. in which case the entity is consolidated by the said enterprise and is not treated as joint venture. such goodwill will be tested for impairment on an annual basis or whenever triggers indicating impairment arise. the consideration is measured at fair value. Under purchase accounting. Unlisted companies that do not prepare consolidated financial statements continue to account investments in associates as before. effective for fiscal years beginning after December 15. 142. Acquired Goodwill Goodwill arising on amalgamation is amortised to income on a systematic basis over its useful life. An incorporated joint venture is treated as a subsidiary or an affiliate. control is established over an entity which is a subsidiary of that enterprise within the meaning of AS 21. Accounting for business combinations as pooling of interests is permitted only on fulfilment of certain conditions. rented. 293 . interests in jointly-controlled assets and jointly-controlled operations of a venture are required to be recognized in the separate financial statements and consequently in its consolidated financial statements. Under SFAS No. liabilities and reserves of the transferor company are recorded by the transferee company at their existing carrying amounts after making changes for uniformity of accounting policies. Under the purchase method. The impairment test is based on estimates of fair value at a reporting unit level. Negative goodwill is credited to a capital reserve. it is feasible that they may be sold. i. assets and liabilities are recorded either at their existing carrying amounts or by allocating the consideration to individual identifiable assets and liabilities on the basis of their fair values at the date of acquisition. and goodwill recognized for the difference between the consideration paid and the fair value of the net assets acquired. the pooling of interest method is required in respect of combination of entities under common control in a manner similar to Indian GAAP. 141 requires intangible assets to be recognized if they arise from contractual or legal rights or are “separable”.. exchanged or pledged. goodwill arising on new acquisitions and any unamortized balance for prior acquisitions will no longer be subject to amortization. if earlier. Instead.Subject Indian GAAP the time of acquisition. Additionally. Nonfulfilment of one or more conditions results in the combination being accounted for as an acquisition using the ‘purchase method’ of accounting. 16. US GAAP Interests in joint ventures Investment in jointly controlled entities is accounted in stand alone financial statements of the parent in the same manner as stated in ‘Consolidation and investment in subsidiaries’ above. The ‘Purchase method’ of accounting is required for all business combinations. Unlisted companies that do not prepare consolidated financial statements could continue to report joint venture investments as before. licensed. Under the pooling of interest method. The carrying amount of the investment is adjusted thereafter for the post acquisition change in the investor’s share of net assets of the investee. The consolidated statement of profit and loss reflects the investors’ share of the results of the operations of the investee. 2001. Interests in jointly controlled entities of a venture respectively. (AS 14) The amount of goodwill recognized is the difference between the consideration paid and the book value of the net assets acquired.e. not exceeding five years unless a longer period can be justified. Under APB Opinion No. SFAS No. and either consolidated or accounted for using the equity method. depending on the level of control of the joint venturer.

an entire class of assets is revalued. Under US GAAP gains or losses arising from foreign currency transactions are included in determining net income.BANK OF BARODA Subject Indian GAAP Goodwill arising on the acquisition of shares of a company is generally not separately recognized. revalued amounts. its financial statements are translated into the parent’s reporting currency. goodwill needs to be tested for impairment on annual basis. US GAAP Proper ty. On revaluation. Redemption Account. 2004 onwards. There is no restriction on the frequency of revaluation. Foreign exchange gains or losses are not included in interest cost. However. 2004 deals with accounting for foreign exchange transactions whereby exchange differences arising on transactions and translation of monetary items are recognized as income or expense in the year in which they arise except those that relate to foreign borrowings incurred to finance an asset purchased from a country outside India. as well as addresses the there is any indication that an asset is impaired at principal implementation issues. 294 . For companies that prepare consolidated financial statements. If the undiscounted cash flows are less than the carrying amount. If the recoverable amount of an asset is less than its carrying amount.144 requires that long-lived assets that are to be disposed of by sale be measured at the lower of book value or fair value less cost to sell. The impairment review is based on undiscounted cash flows at the lowest level of independent cash flows. For the purposes of consolidating a foreign subsidiary where the funcitional currency is a foreign currency. If such an indication exists. Redemption premiums payable on the redemption of premiums are accrued as a yield adjustment over the life of the debt. equipment plant and Fixed assets are recorded at historical costs or Revaluations are not permitted. Amounts in the income statements are translated using the weighted average rate for the For the purpose of consolidating non-integral foreign period. but is included in the cost of the investment. amounts in the income statements are procedurres as if the transactions of the foreign translated using the weighted average rate for the operation had been those of the reporting period.144 develops one accounting model for long-lived assets other than goodwill that are to be 1. That reduction is reported as an impairment loss. Foreign exchange The revised AS-11 “The Effects of Changes in Foreign Exchange Rates” applicable from accounting periods beginning after April 1. its financial statements are translated into in a separate component of shareholders’ equity. Additionally. Assets and liabilities are translated using the balance sheet rate of exchange. charged as Debt issuance costs are treated as a deferred costs for borrowings an expense or charged to the Securities Premium charge and amortized using the effective interest rate method over the life of the debt. the company is required to estimate the recoverable amount of the asset. Issuance and redemption Debt issuance costs may be amortized. that carrying amount of the asset should be reduced to its recoverable amount. Translation differences that arise are reported operations. the impairment loss must be measured using discounted cash flows. each balance sheet date. Assets and liabilities Where the functional currency is the reporting are translated using the balance sheet rate of currency. debt may be accrued over the life of the debt. SFAS No. goodwill arising on consolidation is recognized upon consolidation. in a separate component of shareholder’s equity. Such goodwill is not amortized. revaluation should not exceed the recoverable amount of assets. The standard required companies to assess whether disposed of by sale. which are treated as a part of borrowing cost and are capitalised. translation is done using principles and exchange. Impairment of assets Applicable for accounting periods beginning from April SFAS No. Translating differences that arise are reported enterprises itself. or a selection of assets for revaluation is made on a systematic basis. as required by AS 28 “Impairment of Assets”. the parent’s reporting currency.

in order to write off the cost of assets over their useful lives. required in case of forward contracts entered into Derivative financial The Guidance note on Accounting for Equity Index Options and Equity Stock Options and the guidance instruments and hedging note on accounting for equity index futures are the pronouncements. and companies are permitted to charge the assets. Fair value hedge. Changes in tax rates are reported in the income statement in the period of enactment. not yet applicable. Expenditure incurred on voluntary retirement scheme should be expensed in the period incurred. These rates are the minimum manner over the estimated useful economic life of rates. depreciation at higher rates. if shorter. benefits. based on the weight of available evidence. However. Vacation accrual Retirement benefits Depreciation is generally charged at rates prescribed Depreciation is provided in a systematic and rational by the Companies Act. there is a new accounting standard on retirement benefits. or leave encashment. it is Other deferred tax assets are recognized and carried more likely than not that some portion or all of the forward only to the extent that there is a reasonable deferred tax asset will not be realized. Derivatives Revised AS-11 deals with accounting of forward based on the intended use are broadly classified contracts. even if they are subject to shareholders’ approval. Proposed dividend Proposed dividends are recognised in the financial Dividends are recorded in the year of declaration. Depreciation The liability for defined benefit retirement plans is reported at the present value of future benefits using the projected unit credit method. All derivatives are required to be recognised as assets or liabilities in the balance sheet and measured at fair value. is viewed Vacation earned but not taken is reported as a as a retirement entitlement and is generally reported liability based on the number of days entitlement. The accounting for changes in the fair value of a derivative (that is gain and losses) depends on the intended use of the derivative and the resulting designation. Cash flow and accounting for gain or loss on the contract is hedge and Foreign currency hedge. US GAAP Deferred taxation Deferred taxes are required to be provided for the tax effect of timing differences between taxable income and accounting income using substantively enacted tax rates. if. statements in the period to which they relate. at currently enacted tax rates expected to be in force when the temporary differences reverse. Deferred tax assets arising due to unabsorbed depreciation or carry forward of losses are recognized only to the extent that there is virtual certainty that sufficient future taxable income will be available against which such deferred tax assets A valuation allowance is made against deferred taxes can be realized. The liability for defined benefit retirement plans is reported at an actuarial valuation.Subject Indian GAAP Financial statements of integral operations should be translated using the principles and procedures as if the transactions of the foreign operation had been those of the reporting enterprises itself. which requires projected unit credit method to be followed for acturial valuaiton. with a stipulated method to determine assumptions. Deferred tax liabilities and assets are recorded for the tax effect of temporary differences between the tax and book bases of assets and liabilities and operating loss carry-forwards. and the actuary has considerable latitude in selecting assumptions to be used. certainty that sufficient future taxable income will be available against which such deferred tax assets can be realized. Several alternative methodologies are considered acceptable for the purposes of the valuation. whereby premium/discount amortization into three classes’ viz. Vacation accrual. at the actuarially determined present value of future priced at the balance sheet salary rate. 295 . Expenditure incurred on voluntary retirement scheme may be deferred and amortized within a period of five years. which address the accounting for derivatives.

mark to market of outstanding contracts is required at valuation date. the same accounting treatment is given as in the case of Cash flow hedge. for both the hedging instrument and the item being hedged. the gain or losses is recognised in earnings in the period of change. In that case the swap should be marked to market with the resulting gain or loss recorded as an adjustment to the market value of designated asset or liability. Derivatives that are not designated as a hedging instrument. Off-balance sheet items ICAI has recently announced disclosures regarding derivative instruments viz. Hedging or speculation. RBI Guidelines on Forward Rate Agreements / Interest Rate Swaps requires the transactions to be classified into hedging and trading. Gain and losses on effective portion of cash flow hedges is initially reported as a component of other comprehensive and subsequently reclassified in to earnings when the forecasted transaction affects earnings. Gains or losses on the termination of trading swaps should be recorded as immediate expense or income. Commitments and contingencies are required to be disclosed. The swap that is accounted for like a hedge should be accounted for on accrual basis except the swap designated with an asset or liability that is carried at market value or lower of cost or market value in the financial statements. The gains or losses on the ineffective portion of any hedge are written off as income or expense. In case of hedging the foreign currency exposure of a net investment in a foreign operation. Gains or losses on the termination of swaps should be recognised when the offsetting gain or loss is recognised on the designated asset or liability. 296 . contingent liabilities and financial guarantees. the purpose viz. For forward contracts entered into for any other purpose. AS 29 requires detailed disclosure of material contingent liabilities. the foreign currency exposures those are not hedged by a derivative instrument or otherwise. SEC registrants are required to provide extensive disclosures of material off-balance sheet items. are recognised in the income statement.BANK OF BARODA Subject Indian GAAP for hedging purposes. Income and expenses relating to these swaps should be recognised on the settlement date. Fair values of financial There is no requirement to disclose the fair value of Extensive disclosures are required of the fair values of financial instruments and the methodologies or instruments financial instruments. Category-wise quantitative data. Trading swaps should be marked to market with changes recorded in the income statement. US GAAP Gains and losses on fair value hedges. determining fair values. This implies that any gain or loss on the terminated swap would be deferred and recognised over the shorter of the remaining contractual life of the swap or the remaining life of the asset/ liability.

596. alleged wrongful refusal to sanction certain facilities. that would have a material adverse effect on our business and there are no defaults. 39.89 585.98 196. The information on the above cases is given as of November 30. recovery of money. etc. negligence.99 million relating to property tax.196 million as of November 30. There are 294 civil cases filed against us for disputes relating to interest imposed. There are 560 suits/writ petitions filed by employees/ex-employees pending against us and the total amount claimed by the plaintiffs in these cases is approximately Rs.281. proceedings or tax liabilities against our Bank.557 cases involving an amount of Rs. letters of credit. 113. bonds and fixed deposits that would have a material adverse effect on our business.198. 297 . in which the aggregate amount claimed is Rs. guarantees.74 Cases against the Bank There are 1.913.94 million or more. inter alia. suits or criminal or civil prosecutions.826.OUTSTANDING LITIGATION AND MATERIAL DEVELOPMENTS Except as detailed below. Contingent Liability The following table sets forth the principal components of our contingent liabilities as of September 30.338.99 92.03 million. The total amount claimed against us in these cases is Rs. 33.79 million that have been filed against the Bank in relation to various matters. 2005. There were three cases that were filed against us in relation to violation of the erstwhile FERA involving an amount of Rs.18 36. Apart from criminal cases against the Bank. institutional/ bank dues and dues payable to holders of any debentures.62 15. 135 million. we filed cases from time to time against persons who are in default or are in breach of their obligations to us or attempt to adversely affect our interests. There are 454 cases filed against us relating to consumer disputes in relation to. 10 million has been adopted for other cases. In Million) Contingent Liabilities Claims against the Bank not acknowledged as debt Liability for partly paid investments Liability on account of outstanding forward exchange contracts Guarantees given on behalf of constituents : in India Outside India Acceptances. delayed submission of income tax by our branches and other tax disputes at our Uganda and Brussels branches. Apart from the cases filed against us. 236.. 2005 8. Endorsements & other Obligations Other items for which the Bank is contingently liable Total 27. 13. 2005.10 million.545. issuing money against forged cheques. and refusal to release fixed deposit receipts/title deeds pledged as security. there are five cases involving an amount of Rs.40 million. 2005. 5.06 376. (Rs.809. There were 14 disputes relating to income tax and interest tax assessments in which the aggregate amount (excluding interest thereon) claimed against the Bank was Rs. non-payment or overdue of statutory dues. In addition. and its Directors. 4.46 As on September 30. there is no outstanding litigation.136. There are three cases in relation to security related offences that have been filed against the Bank involving Rs. a material threshold of Rs.

the High Court. its CMD. without authorization.BANK OF BARODA Criminal cases 1. The Supreme Court. Deputy General Manager of the Bank who had signed a written statement that was filed by the Bank in a civil suit that was filed against the Bank by Heman Kumar Taurani.K. from the list of respondents in the petition. The complainant. The complainant has alleged that huge amounts were illegally and unauthorisedly transferred from the complainant’s account with the Bank. 420 and 120B of the Indian Penal Code alleging criminal breach of trust. 4097 of 2005) dated September 9. Krishna Murthy has filed a criminal complaint (C. 13354 of 2004). 720 of 2003. 11 of 2002. Petition. The complainant has alleged that the Senior Manager. Suvarna was filed by the Bank and the same was dismissed by the Metropolitan Magistrate by an order dated April 5. has stayed the impugned order. 2004 dismissed the said criminal revision petition. alleging defamation under section 500 of the Indian Penal Code on the basis of pleadings in the said written statement. had availed a housing loan. the persons in charge of the management of Alpic and P. Further. G.K. 2005. The said petition has been admitted by the High Court and case is currently pending before the High Court.C. No. Chennai Main Branch withdrew the complainant’s gratuity cheque and provident fund cheque by making a false statement to the effect that the complainant was not in employment with the Bank. Suvarna has filed a Special Leave Petition (SLP (Crl. 2005.No. the complainant’s services came to an end due to an inordinately long absence of over ten years. at a time when the Senior Manager had not accepted his resignation letter dated July 19.S. 2004. Chennai) and Chief Manager (Chennai Main Branch) filed a petition (Criminal OP No.C. who.S. the Deputy General Manager. The petitioners have also submitted that as the essential ingredients of the offence alleged have not been made out and as the dispute is essentially of a civil nature. 6776 of 2004) on February 3. 2005 before the High Court. Against the same. The Bank has filed a criminal petition (Criminal Potion No. Shenoy has filed an application under section 205 of the Code of Criminal Procedure before the Judicial Magistrate. The same is pending as of date and the next date for hearing the matter December 14.P. the then CMD of the Bank under sections 409. The petitioners have denied the allegations contending that irrespective of the conditional acceptance of the complainant’s resignation. criminally misappropriated the complainant’s money and have cheated the complainant. Shenoy.) No. 2002. in pursuance of active criminal conspiracy. 720 of 2003) on April 18. The complainant has submitted that the accused persons have. 2004 of the High Court. Against the same.No. Chennai against the Bank.M. the Supreme Court has deleted the Bank and its directors. By its order dated September 2. Hyderabad. Patna for dispensing with his personal attendance before the Court.S. Patna against Alpic Finance Limited (Alpic). registered as Crime No. Chennai. 2003 before the XVth Metropolitan Magistrate. P. . 4. George Town. 2004. mischief and forgery. Hyderabad for quashing the proceedings in the aforementioned C. Chennai) and the Chief Manager (Chennai Main Branch) under sections 406 and 409 of the Indian Penal Code alleging criminal breach of trust. 11 of 2002 and praying for stay of proceedings pending disposal of the criminal petition 298 2. Heman Kumar Taurani filed a criminal complaint (C. Alpic had issued bonds under the Alpic Health & Transport Infrastructure Cumulative Income Bonds Scheme and the Bank was acting as a Trustee for the holders of the bonds. 425 and 465 of the Indian Penal Code read with sections 29 and 34 of the Indian Penal Code alleging criminal breach of trust. Hyderabad to quash the proceedings in Crime No.No. by an order dated March 7. Mr. An application to discharge the Bank. 6274 of 2004) before the Supreme Court against the order dated September 2. Chennai to quash the said complaint before the Metropolitan Magistrate. 1982 due to outstanding housing loan dues. Vijay Kumar Singh filed a complaint (C. Heman Kumar Taurani filed a private complaint before the Metropolitan Magistrate. cheating and criminal conspiracy. The CMD. The complainant has also alleged that the Senior Manager has.No. all its directors and S. The complainant has submitted that he had purchased 10 bonds jointly with his wife.C. 2003 before the Chief Judicial Magistrate. 29815 of 2004) before the High Court. the then CMD of the bank. Hyderabad. no criminal proceedings can be initiated. a former employee of the Bank. the Bank filed a criminal petition (Criminal. discharged the provident fund cheque against the housing loan dues owed by him to the Bank. Against the same. Shenoy. Petition No. Deputy General Manager (Regional Office. 133 of 2004) was preferred before the Metropolitan Sessions Judge. S. Hyderabad along with a criminal miscellaneous petition for interim relief (Crl. 2003 before the Metropolitan Magistrate. the Assistant General Manager (Head Office). a criminal revision petition (Crl. against the Bank represented by P. Hyderabad against the Bank. 402. Suvarna. K. by his order dated June 23. 3. Hyderabad quashed the said proceeding as against the Bank and all its directors but not the Deputy General Manager. by its order dated January 7. and other persons alleging offences under sections 406. 2905 of 2004) before the High Court. but Alpic did not make the payment after he had deposited the bonds for encashment/redemption. 1599 (C) of 2003) on July 21.C.R.No. all its directors and S. the Assistant General Manager (Regional Office. on January 16. 2005.

Mumbai.Rev. K. The said Petition is pending and the aforesaid ad-interim Order is still in force. Khandelwal filed a Criminal Writ Petition being Criminal Application No. 7.No. the persons in charge of the management Alpic and P. 213. the then CMD of the Bank under sections 406. Dr. 2004. P. 2338 (C) of 2003. 2338 (C) of 2001. the Learned Metropolitan Magistrate by an Order dated 14th August 2003 directed issue of process against all the accused.S.No. 2338 (C) of 2001) on December 22. A. Shenoy filed an application under section 205 of the Code of Criminal Procedure before the Judicial Magistrate. Anil. The Complaint sets out that there were payments made to Prakash Shah on his voluntary retirement in accordance with the Bank of Baroda Employees VRS Scheme and that the Bank has thereafter claimed that an excess amount was mistakenly paid to the complainant. The case is pending as of date. Patna for dispensing with his personal attendance before the Court and the same was rejected by order dated November 29.5. 420 and 120B of the Indian Penal Code alleging criminal breach of trust. 2001 before the Chief Judicial Magistrate. (then Chairman and Managing Director of the Bank).688 were transferred to their saving account and out of that Rs. 1240 of 2004) dated February 26. A. 830 of 2002) before the High Court. K.766 was appropriated towards alleged excess amount paid to the complainant under the Bank Baroda Employee VRS Scheme 2001. 582 of 2004. The criminal complaint was filed against the Bank. The complainant has submitted that he had purchased 22 bonds. An amount of Rs. Patna against the said order and the High Court. 409 read with 120-B of Indian Penal Code on May 23. 31st Court. against Alpic Finance Limited (Alpic). the persons in charge of the management of Alpic and P. P. Shenoy.Rev. Khandelwal.No. the then Executive Director of the Bank. and others 299 . cheating and criminal conspiracy. K. The complainant has submitted that he had purchased 12 bonds. No. 2004 pending hearing and final disposal of the said criminal application granted ad interim relief to the extent applicable to the petitioners in the form of stay on further proceedings in the court of Metropolitan Magistrate . Mr.No. by order dated August 16. The complainant has alleged that the accused persons have criminally misappropriated the complainant’s money and have cheated the complainant. Patna for dispensing with his personal attendance before the Court and the same was rejected by order dated August 2. an ex-employee of the Bank.C.No. but the Company did not make the payment after he had deposited the bonds for encashment/redemption. P.C. 2002 by one Prakash Kantilal Shah. granted the petitioner exemption from personal appearance in C. (then Executive Director of the Bank). Vikroli. He then filed a criminal revision petition (Cr. The complainant has alleged that the accused had wrongfully appropriated a sum of Rs. CC-217/C/2003 has been filed for offence punishable under section 420. Agarwal. and Dr. K. 2005. Khandelwal. Shenoy filed an application under section 205 of the Code of Criminal Procedure before the Judicial Magistrate. Patna against Alpic Finance Limited (Alpic). the then CMD of the Bank under sections 406. 420 and 120B of Indian Penal Code alleging criminal breach of trust. 2002. granted the petitioner exemption from personal appearance in C. Shenoy. It is alleged that the accused have on account of the aforesaid actions cheated the complainant by making wrongful representations and by fraudulently and dishonestly appropriating the aforesaid sum. The said deposits were in the joint name of Prakash Shah and his wife. K.S. P. Aggrieved by the said Order Mr. P. Shenoy. 8. 2004 before the 6th Metropolitan Magistrate. Alpic had issued bonds under the Alpic Project Infrastructure Cumulative Income Bonds Scheme and the Bank was Trustee for the holders of the bonds. 2352 (C) of 2001) in December 2001 before the Chief Judicial Magistrate. General Manager of the Bank and others before the Metropolitan Magistrate. He then filed a criminal revision petition (Cr. 219. 2002.S.S.S. 50 of 2003) before the High Court. The complainant has submitted that the accused persons have criminally misappropriated the complainant’s money and has cheated the complainant. Mr. In the said complaint. Vinay Kumar Sinha filed a complaint (C.K. Govind Ram Agarwal filed a complaint (C.C.766 being a portion of the maturity proceeds of fixed deposits placed with the Bank. 213. A criminal complaint bearing no. 6. Mallick filed a complaint (C. Alpic had issued bonds under the Alpic Health & Transport Infrastructure Cumulative Income Bonds Scheme and the Bank was Trustee for the holders of the bonds. cheating and criminal conspiracy. but Alpic did not make the payment after he had deposited the bonds for encashment/redemption. 2004. which they have recovered by appropriation of a portion of the fixed deposits. by order dated August 3.C. Kolkata against the Bank. Patna.C.S. Patna against the said order and the High Court.No. Shenoy. The case is pending as of date and the next date of hearing is December 8. The Honourable Bombay High Court vide its order dated March 12.

The complainant has submitted that the accused persons.C. 384. The Bank filed a petition (CRR No. 467. She has alleged that Sunderlal. 1765 (C) of 2002) on August 27. the then CMD of the Bank under sections 409. 2004 the High Court stayed the proceedings in C. One Kusum Bai has filed a complaint under section 190 of the Criminal Procedure Code before the Chief Judicial Magistrate. into the term loan account of the firm and have thus committed fraud and cheating. and 120B of the Indian Penal Code. Katni.No. Kolkata to quash the abovementioned complaint submitting that an amount in excess of the amount to be statutorily deducted by way of TDS was mistakenly deducted from the complainant’s account and that immediately thereafter steps were taken to refund the excess amount.C. but Alpic did not make the payment after he had deposited the bonds for encashment/redemption. Alpic had issued bonds under the Alpic Health and Transport Infrastructure Cumulative Income Bonds Scheme and the Bank was the trustee for the bondholders.Rev. Katni. D. one Sunderlal and one Usha Bai (relatives of the complainant who were living with her) alleging offences under sections 419.P. which stay has been extended till October 24. insulted the complainant at various public functions.C. 420. The complainant has alleged that the accused. 2004 against the Bank through the Bank Manager of Kymore Branch. 9.BANK OF BARODA under sections 120B and 409 of the Indian Penal Code alleging criminal conspiracy and criminal breach of trust. have criminally misappropriated the complainant’s money and has cheated the complainant. Kymore Branch of the Bank. P. Patna for dispensing with his personal attendance before the Court and the same was rejected by order dated May 1. 2002 before the Chief Judicial Magistrate. got his name entered as joint holder of one the said deposits. The matter is pending. on April 8. The Chief Judicial Magistrate.C. One Raghunath Prasad has filed a complaint before Judicial Magistrate 1st Class. through her advocate. The case is pending as of date and the next date of hearing is December 2. Katni. Chattisgarh against Antony Samy (Manager of Durg Branch of the Bank. 396 of 2003) on April 22. cheating and criminal conspiracy. Tekam and D.C. Raipur). in active criminal conspiracy. 10. granted the petitioner exemption from personal appearance in C.000. 1835 of 2003 before the Chhattisgarh High Court to quash the said order and proceedings before the Chief Judicial Magistrate. 468 and 471 read with 34 of the Indian Penal Code. 1567 of 2004) before the High Court. 2003 before the Chief Judicial Magistrate. The Bank officials filed Miscellaneous Criminal Case No. 12. 506B. 2004 the High Court quashed the order taking cognizance against T.000 each with the Kymore Branch of the Bank. Dhamtari. the Branch refused to make payment to her. The complainant had taken a loan of Rs. Madhya Pradhesh on August 11. given by Siddarth Rice Mills as security for enhancement of cash credit limit. Shenoy. pretending to be her husband.00. passed an order taking cognizance of the offence under section 420 read with section 34 of the Indian Penal Code against the Bank officials. Dhawad (Senior Manager. 418. The complainant has submitted that he had purchased 20 bonds jointly with his son. 415. Raipur). Tekam (Manager of Vivekanand Ashram Branch of the Bank. 11. Patna against Alpic Finance Limited (Alpic). Madhya Pradesh on April 20.P. He has alleged that the amount deducted by way of TDS on the interest accrued on his fixed deposit with the International Business Branch of the Bank at Kolkata was misappropriated and embezzled by some officials of the Bank and that the money is lying in the custody of the Bank. 420 and 120B of the Indian Penal Code alleging criminal breach of trust. 467 read with section 34.2005 against Satish Chander (Branch Manager. Due to defaults in paying the installments the Bank had filed a recovery suit in the District Court. 420. threatened the complainant and his family.No. 10. 2003. By order dated November 5. being unhappy with the payment made by the complainant according to the compromise arrangement. C. Raipur) and another alleging offences under sections 405. 1. which was also not replied to. Patna against the said order and the High Court. The complainant has alleged that when she objected to the same. 2005. Binod Bihari Tripathi filed a complaint (C. the persons in charge of the management of Alpic and P. T. 459 of 2003) before the High Court. He then filed a criminal revision petition (Cr.000 from the Bank for buying a bus. 464. Shenoy filed an application under section 205 of the Code of Criminal Procedure before the Judicial Magistrate.No. Regional Office of the Bank. 300 . Katni. By order dated June 24. Katni) and the Field Officer (Kymore Branch of the Bank) alleging offences under sections 294. 463. and 386 read with section 34 of the Indian Penal Code. by order dated July 29.S. The complainant had opened two term deposits of Rs. 2003. and abused the complainant in public.S. 50. She has alleged that she had complained to the Police about the same. which suit was decreed. 1240 of 2004 till July 15. Dhawad but maintained the order taking cognizance and proceeding the case against Antony Samy. 2005.80. No. Jain and other partners of Siddharth Rice Mills filed a complaint (registerd as Criminal Case No. 409. 2005 until further notice. sent a registered notice to the accused herein. The complainants have alleged that the said officials of the Bank unlawfully transferred Rs. S. but no action was taken and that she had. 1765 (C) of 2002. 2004.

After the closure of the issue. The matter is still pending. 14. Raipur) and S. granted interim relief of stay of the operation of the orders dated July 27. SEBI has asked for qualification certificates/copies from the Bank. 1993. The High Court. Bihar and other officers of the Branch. and had produced letter of acknowledgment of debt. S. The complaint was registered as Criminal Case No. D. Jain filed a complaint dated April 16. The Bank has replied accordingly to SEBI. 2004 was passed framing charges under sections 467. . 1995.e. 59. aggrieved by the said order preferred Criminal Appeal No. Durg) under section 340 of the Criminal Procedure Code. Regional Office of the Bank. The Bank preferred an appeal before the Securities Appellate Tribunal and the Tribunal. 2004.018 being the application money for the shares released by the Bank to the Jaltarang with interest at 15% from March 25.000. Pursuant to a first information report filed by the Bank. by its order dated January 19. Chattisgarh against Guatam Chand Biad (Senior Manager of the Bank. 5. in its reply to the show cause notice. some persons have been arrested who have accepted that they made the fraudulent withdrawals by forging the signature of the complainant. 2000. 468 and 471 read with section 34 of the Indian Penal Code and ordered that separate complaints be filed before the Chief Judicial Magistrate against the Bank officials. on November 13. deal with or dispose off equity or preference shares held by them in the company or any shares that might be acquired in future. The Bank was one of the lead managers to the issue with responsibility for post Issue management and had underwritten the issue upto Rs.000 in February 1995. 16660/05) was filed by one Ranjit Kumar against the Manager of the branch of the Bank at Arrah. Shoes East Limited (MS Shoes) came out with a public issue of 17. It is alleged that the Managing Director and Promoter of Kraft did not possess the qualifications as mentioned in the prospectus.375. 111 of 2004 before the Chief Judicial Magistrate.2 of 2000) before the High Court. 1996 i. The Managing Director of Kraft has reported having lost the certificates in transit. including the complainant herein. The inquiry is still pending. Security Related Offences 1. The Bank officials. 2000. Dhawad (Senior Manager. M. The bank has filed an appeal (Appeal No.C. 471. The merchant banking division of the Bank was the pre-issue lead manager for the public issue of shares of Trident Steels Limited (“Trident”) in November. The matter is still pending.800 zero interest unsecured fully convertible debentures at Rs. 150. 199 each aggregating Rs. The complainant has alleged that the Bank has tampered with the date on the stamp paper attached with the said acknowledgment and has thus committed fraud and produced a forged document in a judicial proceeding.000 and Rs.13. 2005 respectively. MS Shoes complained to the underwriters that some of the cheques accompanying the application for subscription were returned unpaid resulting in the collected amount falling short of the minimum subscription amount. Dhamtari.P. 3499. they will not transfer.043 towards 301 2. Therefore MS Shoes called upon the underwriters to discharge their underwriting liability to the extent of proportionate devolution and raised a claim on the Bank for Rs. 2000 of the Securities Appellate Tribunal and January 19. 2003.S. without prior written consent of the Bank. Satyam (Manager of the Bank. The complainant has alleged fraudulent withdrawal of Rs. 116. 2000 of SEBI and has further directed that the matter be placed on the board for final hearing. its promoters and directors. 1239 of 2003 to the Chhattisgarh High Court.000 from his savings bank account on November 10. The Bank was one of the bankers to the public issue of shares of Jaltarang Motels Limited (“Jaltarang”) in December. Mumbai against the said order of the Tribunal. In October 1989. 3.000 shares out of the pre issue capital of Trident had been pledged by the directors and holders of those shares to the Industrial Finance Branch of the Bank towards enhancement of various credit facilities extended by the Bank to Trident. 4.665. 2005 and November 12. 2003 before the Additional Sessions Judge. The Additional Sessions Judge. 420 read with section 34 of the Indian Penal Code. by order dated August 14. Mumbai. has submitted that it was the obligation of Trident to give true disclosures and that any punitive action will lie solely against Trident. A criminal complaint (Complaint Case No. The Bank had filed a suit for recovery against individuals. BOB Caps. 4. concluded that prima facie offences were made under sections 420. rejected the appeal. 468. 2000 directed the Bank to refund the sum of Rs. The Bank had acted as lead managers to the public issue of Kraft Industries Limited (“Kraft”) in May 1995. SEBI alleged that the merchant banking division of the Bank did not disclose the material fact that 750. 2004 calling upon the merchant banking division of the Bank to show cause why action should not be taken against it for failing in its duty to exercise due diligence in the above mentioned public issue. Raipur).584. The matter is still pending. The bank officials filed Criminal Revision Petition in the Chhattisgarh High Court against the order dated October 8. the day the Bank allowed withdrawal of the funds by Jaltarang in respect of funds collected from the public issue. SEBI issued a show cause notice dated April 29. which petition has been dismissed.000. SEBI. 467. Dhamtari wherein order dated October 8.031. by order dated July 27. the directors and holders of those shares had given an undertaking that as long as the dues of Trident to the Bank are not paid in full.

342. thereby representing to the public that the issue had been subscribed in full within the first four days. It is further submitted that the subscription having fallen down to about 40% within 30 days of the closure of the public issue. Plastofibres Private Limited and M/s. Ahmedabad. Plastofibres Private Limited under section 13(2) of Securitisation and Reconstruction of Financial Assets and Enforcement of Security Interest Act. Mangalam Polysacks Private Limited and M/s. 2000 was registered by Vikaspuri Police Station under sections 406 and 420 of the Indian Penal Code against SBI Capital Markets Limited. 2005 in Special Civil Application No.). 839 of 2002 respectively) on October 21.M. as agreed.A. Ahmedabad for recovery of dues from M/s. 1221 of 2000 and Criminal Writ No. Div. Plastofibres Private Limited respectively. 400 of 2002) before the DRT. 1219 of 2000. Ahmedabad.M. Ahmedabad dated August 8. Mangalam Polysacks Private Limited (a group company of M/s. The plaintiffs have also filed applications for interim injunction restraining the Bank from taking any action with regard to the properties given to the Bank as security.M. New Delhi. Baroda against the Bank for recovering damages to the tune of Rs. M. The plaintiffs have filed applications in civil suits praying for an injunction restraining the Bank from proceeding further in the action before the DRT. The Bank has also served notices dated March 4. On this basis. The petitions were filed by registered cooperative societies or registered co-operative banks for directing the Bank to refund. 415 of 2000 dated October 1. its principal officers including the then CMD. 336/1991) on May 9. The Bank declined the liability on the ground that since the issue was declared oversubscribed by the Registrars to the issue no liability can devolve on the Bank under its underwriting commitment. New Delhi as Crime No. and others. alleging cheating and breach of trust. the plaintiff has suffered huge losses.M. vide letter dated June 17.815 that the applicants had invested with various branches of the Bank at Surat. In the complaint it has been submitted that the accused fraudulently and illegally induced MS Shoes to bring cheques from its associates and acquaintances so as to close the issue within four days.004 and Rs. 2000 in Criminal Writ No. The plaintiffs have submitted that they have suffered huge losses as the Bank had illegally delayed the disbursement of loan sanctioned for the expansion project being undertaken by the plaintiffs. The High Court. Plastofibres Pvt. by order dated December 11.000 The plaintiff has submitted that due to non-disbursal of the sanctioned working capital facilities by the Bank. Special civil applications were filed by 22 co-operative societies/ banks in 1998 before the High Court. The Bank has denied the allegations of the plaintiff and has submitted that the Bank could not extend working capital limits on a regular basis as the plaintiff had failed to create pari passu charges. 10023 of 2005. The suit is pending for framing of issues.M.347. M/s. The Bank has submitted that amounts of Rs. M/s.SIA-2001-E-0002 dated March 9. 415 of 2000 to the Central Bureau of Investigation (CBI) and the same has been registered with the CBI. the execution of which has been stayed by the orders of the High Court. Civil Cases 1. 2001.474. they have been unable to service their existing credit facilities and have been unable to pay their electricity bills.No. with interest. 227. Mangalam Polysacks Private Limited and M/s. It is contended that when the petitioners made inquiries about their annual statement of accounts.083. SEBI had issued an enquiry notice dated July 20. RC.BANK OF BARODA devolution of underwriting liability. 54. ordered transfer of FIR No. the Bank. the deposits amounting to Rs. 2005 to M/s. Pursuant to a complaint filed on behalf of MS Shoes.No. Mangalam Polysacks Private Limited and M/s. 2002. 1996. Plastofibres Private Limited respectively to the Bank under the facilities granted to them.10022 of 2005 with Special Civil Application No. 2002 before the Civil Judge (Sr. M. the underwriters were called to subscribe for the same in proportion.179 are payable by M/s. Div. 399 of 2002 and O. Baroda against the Bank for damages to the tune of Rs. The plaintiffs have also submitted that owing to the non-disbursal by the Bank. M. 19. 3. the issue was represented to have been more than 90% subscribed and was closed by the accused. The investigation by the CBI is still pending. .000 and Rs.117. they came to know that serious mischief had taken place in as much the amounts invested by them with the Bank had been misappropriated or substantially misappropriated by fraudulent withdrawals in the form of 2.A. Ltd. M. FIR No.) have filed separate suits (Special Civil Suit No.973. without imposing any penalty on the Bank. with respect to the initial disbursements made by the Bank. M. 1991 before the Civil Judge (Sr. 74. The Bank has disputed these allegations and has submitted that the suits have been filed with the ulterior motive of preventing the Bank from enforcing the security granted to the Bank. 74. Micro Precision Pump & Gears Limited has filed a suit (Special Civil Suit No. but closed the matter. 8.). The Bank has filed applications (O.000 respectively and for declaration and injunction restraining the Bank from carrying out any action in regard to properties given to it as security at the time of sanctioning various credit limits. The Bank has filed a reply to the said applications for injunction and the civil suits are pending for framing of issues. 302 . 840 of 2002 and Special Civil Suit No. but many of the underwriters including the Bank did not obtain subscription as per the agreed underwriting amount. 1995 to the Bank.

The Bank has contended inter alia that the suit is time barred. 1996 before the City Civil Court.). Baroda against Jaykay Group Limited (“Jaykay”). The Bank has preferred an appeal against the said order before the Supreme Court by way of a special leave petition (SLP (Civil) No. 22 million and working capital of Rs. 2004 has stayed the impugned order dated October 1. Ahmedabad. the value of which was assessed by the court commissioner to be Rs. 2001 before the District Judge.8 million. The High Court. The said order made the findings of the Committee binding on both the sides. Alliance has submitted that the goods or stocks of the plaintiff were stolen or removed while in the custody of the Bank and therefore the Bank is liable for the loss of the attached properties.80. Harkishandas Keshavlal Kothari. in its written statement. Ahmedabad. Div. The aforementioned suit filed by the Bank has since been transferred to the DRT. Arjun Gajria has filed a suit (O. 2001 made a recommendation that the Bank should refund the disputed amounts of deposits to the petitioner. The Bank. Bangalore against the plaintiff for recovery of the term loan and the same is pending. The Committee. 2002. 51 of 1989 on March 27. 30 million as damages for losses suffered due to nondisbursement of sanctioned working capital limits. has directed that the claim made by Alliance be also heard with the Bank’s suit in DRT. a director of Ajanta Rubbers Private Limited (in liquidation). 10. Bharuch. The Committee was mandated to give its findings with regard to the amount due and payable to the concerned petitioners. Gujarat. Bharuch against the Bank for recovery of the Rs. 3. This suit is pending for trial. In the said suit. the alleged actual value of the attached goods. 2003. Bharuch against Alliance Synthetics Private Limited (“Alliance”) for recovery of Rs.S. The Bank. certain goods belonging to Alliance. in its written statement. Div. 335 of 2004) in June. 18 million. The plaintiff had agreed to finance the purchase of computers by one Classic Computer Systems (CCS) from IGPL. 52 of 2000) before the Civil Judge (Sr. 413 of 2001) before the High Court.290. 4. 91 of 1996 on May 3.loans or advance against those fixed deposit receipts without any authorization of the petitioner banks/societies. 6. has contended that one of the conditions of the sanction of financial assistance was personal guarantee by one director of the plaintiff. The London Main Office of the Bank received four bills aggregating U. Ahmedabad. 2000 the Single Judge constituted a Committee with the Deputy Governor of RBI or his nominee as chairman. Both suits are pending before the DRT. The Bank preferred an appeal before the Division Bench of the High Court. M/s. has denied the allegation of misappropriation and has submitted that the Bank was entitled to enforce the lien as the required payments had not been made. 367 of 1996) on March 4. 91 of 1996 for the transfer of the said suit to the DRT. B.173. This suit is pending. Visakhapatnam against the Bank claiming Rs. vide its report dated March 20. Four consignments of goods were dispatched from Baroda by GNKL to Jaykay in London.). 9. M/s Neptune Aqua Farms & Exports Limited has filed a suit (O. Alliance preferred a revision application against this order (Civil Revision Application No. by way of its order dated December 19. International Graphics Private Limited (IGPL) and the proprietor of IGPL claiming Rs.81 million. the Division Bench. thereby committing breach of contract and causing huge losses to the plaintiff.05 million from the defendants. 52 of 2000 the Bank has filed an application for dismissal of the suit coupled with leave to defend the summary suit. The Supreme Court by its order dated December 10. . Alliance filed an application in Special Civil Suit No.A.No. its liability as agent is limited.S. 648 of 1998) before the DRT. The Bank had filed Special Civil Suit No.62 million given to it as lien against any default by CCS. Ahmedabad. The plaintiff has submitted that the Bank failed to release the sanctioned working capital without any tenable reason or justification.$ 199. 3. 16. which was not produced. The plaintiff was sanctioned term loan of Rs. 1996 before the Civil Judge (Sr. Div. Vadodara drawn by GNKL on Jaykay which bills remained unpaid on their respective due dates. Ahmedabad directed the Bank to act in accordance with the recommendations contained in the Committee report and to pay the parties the disputed amounts as set out in the report. The plaintiff has since passed away and his legal representatives have been substituted as plaintiffs in the suit. The suit is still pending. The plaintiff has submitted that the Bank has wrongfully misappropriated the sum of Rs. 8. The attached goods were subsequently stolen. Prasad.No. By order dated October 1. Alliance filed Special Civil Suit No.). and others have filed 303 5. 2001 of the Civil Judge (Sr. Hyderabad against the Bank.No. V. the court has no jurisdiction as the cause of action arose in UK and that as it acts as an agent in the collection of billes. Gujarat Narmada Knitwear Limited (“GNKL”) has filed a summary suit (Special Summary Suit No. Div. Vasant Purshottam Karia. 14. the Bank and the London Main Office of the Bank claiming Rs.22791-22822 of 2003). The plaintiff had transferred an amount to the Bank to be used as lien for IGPL against the supply of computer systems to CCS. 1989 before the Civil Judge (Sr. 2003.47 million. The Bank had already filed an application (O. which application was rejected by order dated February 28.776. Ahmedabad as of date.). Mr. 7. were attached.80 for collection from the Sayajigunj Branch of the Bank.S. In the said Summary Suit No. By common order dated May 2. High Court.

23. Mars Overseas Textiles and others for recovery of dues of Rs. except to the extent that the said application related to the recovery of Rs. 21 of 2003) before the Civil Judge (Sr.750.359. 8. 3. The Bank filed an application (O.A. 3980 of 1992 on the ground that the plaintiffs have been declared insolvent by the order dated July 17. The Bank had filed an application (O. 2002.).No. secured by equitable mortgage by the other defendants.000 from the Bank and has stated that because of the fraudulent and fabricated documents created by the defendants in relation to the said loan. Therefore the plaintiffs have claimed Rs. The Bank has also filed an application for dismissal of Civil Suit No. 2004 under section 19(11) Recovery of Debts Due to Banks and Financial Institutions Act. improper maintenance by the Bank of Export Earner’s Foreign Currency (EEFC) account. 571 of 2002.). 825 of 2001) before the DRT. that the Bank on many occasions denied working capital to the defendants. 55 of 1996. 292. without the knowledge of the plaintiff. 2001 and recovery certificate was issued by DRT.No. 2000 in the said application for Rs. 2000 of the High Court of Mumbai in Insolvency Petition No. Chandigarh.No. 35. 358 of 2004) dated October 27. Harkishandas Keshavlal Kothari and others for recovery of Rs. Manrish Textile Corporation and others have also filed an application for set off under section 19(6) of the Recovery of Debts Due to Banks and Financial Institutions Act. thus creating unnecessary dues and consequent heavy losses to the defendants and that their signatures were obtained on blank forms and that they did not create the equitable mortgages. The Bank filed an application in October. 1993.15 on account of alleged non-repayment of fixed deposits and EEFC account.No 3318 of 2000) on October 24. against Manrish Textile Corporation.763./Dy.A. The defendants have filed a joint reply statement contending.No. By order dated January 13. The plaintiffs have submitted that the Bank.68 million from the defendants. 511 of 2000.A. Ahmedabad on August 11.549 in respect of credit facilities granted to Mars Overseas Textiles.000 on account of alleged damages and losses suffered by Masrado due to the negligence of the Bank.No. Masrado has filed a counterclaim dated July 10. 3980 of 1992 before the City Civil Court. The Bank in its written statement has denied the above allegations and has submitted that the plaintiff is only attempting to delay the disposal of the suit filed by the Bank before the Civil Judge. submitting that the counterclaim (I.64 million. 1. Mars Overseas Textiles has also filed a counterclaim (I.257. Jaipur on March 17.069. The defendants also filed a miscellaneous application (M.939. alleging that O. former senior branch manager of the Sangli Branch of the Bank. 19. 511 of 2000 for deciding the issue of limitation as a preliminary issue.725. New Delhi praying for quashing the impugned order and issuance of recovery certificate for the amount of Rs. . Chandigarh. 511 of 2000 is barred by limitation. 38. Chandigarh and numbered as O. set aside the judgment and recovery certificate dated December 24. 2001 and the defendants were directed to file written statement within four weeks.236 claimed as interest on the bank guarantee invoked.104.6368/2004) in O.A.Div.52 million as damages from the Bank.992 in respect of credit facilities granted to Manrish Textiles Corporation and dues of Rs. 2003 against the Bank and one Girish Lalchand Shah. 28 of 1984) against Ajanta Rubbers Private Limited. The case is still pending. 11. 2002 against the Bank for Rs. revised as O. No 3318 of 2000) ought not to be taken for disposal as a counterclaim and should be treated and disposed off as an independent action.A. against Teg’s Masrado Ltd. Karad on March 24. 2004 for Rs. (Sr. 30. 194 of 2000.350.122. Div. sanctioned a lower credit limit than what was promised to the plaintiffs.206. 55. thereby leading to the closure of business of Ajanta Rubbers Private Limited. The plaintiff had made short term deposits amounting to Rs.A. 1992 against the Bank and others for recovery of a total amount of Rs. 4.No. under valuation of stocks by the Bank and loss due to improper non-extension of packing credit.138 against the defendants. Coimbatore and numbered as O. which was transferred to the DRT. 2000. The plaintiff has submitted that Girish Lalchand Shah and some other offices of the Bank in collusion with the Bank had opened a fictitious and bogus loan account in the name of the plaintiff society in the books of account of the Sangli Branch. The appeal and the original application are pending.627 with the Sangli Branch of the Bank.538 in relation to certain term loan and guarantee facilities offered by the Bank. against which application the defendants have filed objections.802. This application has now been transferred to DRT. The plaintiff has denied taking loan of Rs. 201 of 1998) before the DRT. Chennai on February 21. The Bank has filed an appeal against the said order in the DRAT. among other things. 1997.No. Shri Parshwanath Nagari Sahakari Pat Sanstha Maryadit has filed a suit (Special Civil Suit No. 2005 the DRT. No.551.No. The application was decreed ex parte by judgment dated December 24. Chandigarh dismissed the aforesaid application for recovery as barred by limitation.000 alleging non-payment of fixed deposit. the plaintiff was slapped with a fictitious liability 304 10.58 should be set off against the claim of the Bank. (Masrado) and others for recovery of dues amounting to Rs.BANK OF BARODA a suit bearing Civil Suit No. Manrish Textile Corporation and some other defendants have also filed a counterclaim (I. 1993 on November 3.A.A.No. 117.A.A. 84. 9. 7.A. by order dated June 12. 2004 alleging that the Bank has caused them loss due to various acts of deficiency of service and acts of omissions and commissions and have prayed that the sum of Rs. Bharuch (Civil Suit No. On an application by the defendants the DRT.

M/s Albert Granite Private Limited (Albert) has filed a suit (Special Civil Suit No. 17. it has filed a Purshis to frame and decide the preliminary issue of jurisdiction on the ground that City Civil Court does not have jurisdiction to entertain the suit since the same ought to have been filed as a counterclaim before the DRT.350. The plaintiff has prayed for an order declaring that the plaintiff society had never obtained a loan of Rs. which was transferred to DRT. Kolkata and same is pending.000 on account of certain lapses on the part of the Bank.300. . residing in Hyderabad.242. 27. 74 and 75 of 1999 by the Bank against members of Lodha family and their proprietary concerns were pending. The Bank. the sale proceeds of the primary security property. 2002 before 305 13. a partnership firm. By an order dated February 27. 2002 before City Civil Court.No. 87 of 1996) on February 1.A. Kolhapur. Ahmedabad as of date. 33. The case is pending.443. informed Ashok Lodha that it has agreed to accept Rs. Ashok Lodha.68. 4.A. 2004 before the Debt Recovery Appellate Tribunal.000. filed a suit (Civil Suit No. 1996 before the Civil Judge (Sr. 51 of 2002) on February 18. and selling Arihant’s unit at a throwaway price. 1999 before the City Civil Court. 245-P of 2001 for recovery of dues amounting to Rs. 14. Albert was ordered to be wound up. 26 of 2001) on January 25.No. 2005. 5. has denied the abovementioned allegations and has submitted that the counterclaim is time barred. 178. Pune and numbered as O. Late Devichand Lodha. 4.A.752.427. 56.000 from the Bank and directing the defendants to jointly and severally pay to the plaintiff a sum of Rs. by letter dated November 29. 2003. Ahmedabad claiming Rs. 2003 claiming Rs.of Rs.025. Arihant has filed a counterclaim dated August 20. The said suit was transferred to DRT. The Bank also filed a suit (Special Civil Suit No. 4.080 by the Income Tax Department.000 on account of losses or damages caused. 10.422. By judgment and order dated December 1. Ahmedabad against the Bank claiming Rs. 2002 claiming Rs.993.137. Kolkata dismissed the counterclaim of JRK and allowed the Bank to recover only Rs. paying much more than what Albert was liable to pay. JRK filed a counterclaim on July 7. In pursuance of the compromise. 766 of 1996) on November 8.A. Kolhapur against the Bank claiming Rs. Kolkata against JRK International Private Limited (JRK) and others for recovery of Rs.e. has filed a suit (O. Rs. Mumbai in Company Petition No. 139. The Bank filed an application (O.000 towards full and final settlement of the Bank’s dues. 70. The Bank sanctioned the proposal and. The suit was transferred to the DRT. 2003 of the High Court. DRT. Ahmedabad where the applications No. 878 of 2002. limitation and non-joinder of parties and has denied the allegations mentioned above.No.No. 5815 of 2001. filed by one Nutan Nagari Sahakari Pat Sanstha. The Bank has also filed an appeal (Appeal No. Ashok Kumar Lodha and their proprietary concerns had filed a suit (Civil Suit No.No. Heman Kumar Taurani.765 as damages on the grounds that the Bank illegally made payment against the performance guarantee and that the Bank neglected and failed to protect and sell goods given as security. 10 of 1997) on January 9. 33 of 2004) on May 18. 81 of 2003.568 from the Bank on account of alleged losses due to non-disbursement of promised financial assistance. 87 of 1996 has been transferred to DRT.33 on account of dues on various credit facilities extended by the Bank to JRK and a performance guarantee issued on behalf of JRK.53 from Albert. The Bank is yet to file its written statement in Civil Suit No. 12.600.376 i. The case is still pending. 15. In the aforementioned suit filed against the Bank. prescription of faulty repayment schedule. 1996 before the Civil Judge (Sr. 10. 581-P of 2001. 5613 of 1999) on October 10. 4 of 2004) before the same forum and the same is also pending.000 from Arihant with respect to dues on cash credit facilities extended to Arihant by the Bank. 476 of 1997) on July 1. In the said application before the DRT. in its written statement to the counterclaim. Polytex Synthetics and others for recovery of their dues amounting to Rs.000 from the Bank.). 55. Pune and numbered as O. Kolhapur against M/s. Arihant Spinning Mills Limited (Arihant) and others claiming approximately Rs. Pune and numbered as O. 1. 1997 before the DRT. Div. 5815 of 2001) on January 10. Albert has contended that the Bank failed and neglected to disburse all credit facilities sanctioned by the Bank and to give promised and contracted performance in accordance with the said sanction. 2001 before the DRT. 1997 before the Civil Court. by letter dated April 9.080 comprising the aforementioned liability and damages. It has also been submitted that the Bank settled Albert’s accounts with State Industrial and Investment Corporation of Maharashtra Limited. Ahmedabad against M/s.4 million has been received by the Bank but the consent terms have not been filed in the DRT.336. Special Civil Suit No. JRK filed an appeal against the said order (Appeal No. The Bank had filed a suit (Special Civil Suit No. No.000. Div. 80.790. 2004.S. The Bank has denied the allegations mentioned above.122.A.084. MSFC and SICOM for alleged losses and damages on account of non-observance of RBI instructions.). submitted a compromise proposal of one time settlement for Rs. 73. M/s. Bank had earlier filed an application (O. Polytex Synthetics. The matter is still pending .300. 16. The Bank in its written statement has raised preliminary objections with respect to territorial jurisdiction of the court. 13.

BANK OF BARODA
the City Civil Court, Hyderabad against the Bank and its Directors for reimbursement of Rs. 24,466,000. The plaintiff had an account with the London Main Branch of the Bank and the said sums were transferred upon instructions received from his brother. The plaintiff has alleged that the Bank was not authorized to act upon instructions of his brother. The Bank in its written statement has submitted that the plaintiff’s brother was mandated by the plaintiff himself to operate the account. The suit is pending. 18. M/s Satima Cold Storage, a borrower of one of the Calcutta branches of the Bank had filed seven suits between 1995-2001 before the Civil Judge, Burdwan against the Bank, claiming damages to the tune of Rs. 2,345.6 million alleging that the non-sanction and non-disbursal of cash credit by the Bank, in violation of the terms of the consent decree passed in Title Suit No. 14 of 1990, resulted in huge losses to its business. In one of the said cases a decree for Rs. 271,869,090 had been passed against the Bank and the Bank has filed an appeal against the said decree before the High Court, Calcutta. In the said appeal an interim order was passed, with the consent of the parties, staying the execution of the impugned decree. The said appeal is pending. Further, the Bank had also filed recovery proceedings before the Debt Recovery Tribunal, Kolkata in 1995 in relation to the dues owed by M/s Satima Cold Storage amounting to Rs. 80,000,000. The parties reached an out of court compromise wherein M/s Satima Cold Storage has agreed to pay back its dues in instalments and keep the suits filed and the decree obtained by it in relation to the claims for damages in abeyance till such dues are cleared. The said compromise has been filed before the Debt Recovery Tribunal and the recovery proceedings have been adjourned sine die. Joint petitions were filed by the parties in the 6 pending suits praying for adjournment of the cases sine die in terms of the compromise settlement. The Civil Judge has rejected the same on technical grounds. The matter is still pending and no final orders have been passed yet. A suit was filed on October 3, 2000 before the Court of Small Causes at Bombay by the owners of the premises, where the Churchgate branch of the Bank is situated, praying for the eviction of the Bank from the said premises and mesne profits in the light of the Mumbai Municipal Corporation notice regarding increase in rateable value of certain properties. The Court passed an eviction order on June 15, 2004 and directed the Bank to pay Rs. 30.7 million to the landlord as mesne profits. The Bank has preferred an appeal before the Court of Small Causes (Appeal No. 623 of 2004), which appeal is pending as of date. The Bank and the State Bank of India had filed a joint application dated December 30, 2002 before the DRT, Guwahati, against Ms/ Langlai Tea & Industries Limited and its Directors for recovery of an amount of Rs. 103,777,776.75, out of which the Bank’s claim is for recovery of Rs. 49,537,660.4. The respondent and Jai Prakash Goel had filed a counterclaim against the banks for an amount of Rs.172,299,000 as damages on account of loss due to alleged wilful negligence on the part of the banks in discharging their obligations. By an order dated October 4, 2004 the application filed by the banks was dismissed and the counterclaim was partly allowed for Rs. 12,242,000 with costs. The banks have appealed against the said order before the Debt Recovery Appellate Tribunal, Kolkata, which appeal is pending as on date. The Debt Recovery Appellate Tribunal has stayed the said order of the Debt Recovery Tribunal, Guwahati, till the disposal of the appeal. Langlai Tea & Industries Limited (Langlai) has filed a suit (Title Suit No. 323 of 2004) for decalaration and injunction before the Civil Judge (Sr.Div.), Guwahati in August, 2004 against the Bank and the State Bank of India to quash the notices dated August 1, 2003 and June 4, 2004, issued by State Bank of India and the Bank respectively, under section 13(2) of the Securitisation and Reconstruction of Financial Assets and Enforcement of Security Interest Act, 2002, threatening to take over the possession of the secured assets charged by Langlai to the banks and to take other steps to recover the balances due. In the said suit, valued at Rs. 114,906,516.75 for jurisdiction purposes, the plaintiff has also filed a petition (Misc. (J) Case No. 79 of 2004) for ad-interim temporary injunction restraining the banks from taking further action pursuant to the abovementioned notices. Langlai had filed another suit (Title Suit No. 267 of 2002) before the Civil Judge (Sr.Div.), Guwahati on October 11, 2002 against the Bank and the State Bank of India praying for relief in the nature of disbursement of the entire loan amount and working capital requirement of the plaintiff and for relief of permanent injunction to restrain the defendants from taking any punitive and coercive action against the plaintiff by way of recovery proceeding. In the said suit the Civil Judge passed an interim order dated December 24, 2002 issuing temporary injunction restraining the defendants from taking any punitive and coercive action for recovery from the plaintiff. The cases are still pending. Pepsico India Holdings Private Limited has filed a suit (O.S. No. 592 of 2001) before the City Civil Court, Hyderabad in December, 2001 against the State Bank of India, the Bank, Agromin Trading Limited and Gazebo Industries Limited. The plaintiff Pepscio had entered into an agreement with Agromin Trading whereby the plaintiff paid an

19.

20.

21.

22.

306

amount of Rs. 48,651,000 to Agromin Trading towards the latter procuring 5,503.21 metric tones (MT) of rice from the Food Corporation of India (FCI) and other millers for the plaintiff. Agromin procured the said quantity of rice from the FCI and another 60 MT of rice from millers. This aggregate amount of 5,563.23 MT of rice was hypothecated by Agromin Trading in favour of the plaintiff and whilst 2,350.53 MT of rice was kept at a godown in Kakinada, Andhra Pradesh and the rest was kept at a godown at Tuticorin, Tamil Nadu. The rice stored at the Kakinada godown was released by the plaintiff in favour of Agromin Trading upon Agromin Trading hypothecating another quantity of 2,281.62 MT of rice that was lying with one Shakti Clearing Agency Private Limited at Kakinada. Upon Agromin Trading representing to the plaintiff that it was a beneficiary under a letter of credit (LC) issued by the Bank in favour of Gazebo Industries and that it would get assigned an amount of Rs. 16.90 million receivable on account of discounting the said LC to the plaintiff, the plaintiff released the 2,281.62 MT of rice that was lying with Shakti Clearing Agency to Agromin Trading. Towards this end, Agromin directed the State Bank of India with whom it maintained a current account to mark a lien on the proceeds of the LC and to remit therefrom the said amount of Rs. 16.90 million to the account of the plaintiff to which the State Bank of India indicated its consent and allegedly made an amendment to the said LC. However, the LC was forwarded by SBI to the Bank for collection without discounting the same and consequently the said amount of Rs. 16.90 million was not remitted to the plaintiff. The Bank rejected the LC and returned it to the SBI as it found certain discrepancies in the LC who in turn returned the same to Agromin. Thereafter, the plaintiff filed this suit alleging the breach of Uniforms Customs and Practice for Documentary Credits by SBI and the Bank and contended that both the SBI as well as the Bank have acted negligently and in violation of accepted banking practices. Accordingly, it contended that Agromin, SBI and the Bank are jointly and severally liable to make good the loss suffered by it. It has prayed that the court order the defendants to pay, either severally or jointly, an amount of Rs. 24,505,000 with interest at the rate of 18%. The Bank has in its written statement, inter alia, contended that the said suit is not maintainable against the Bank as there is no privity of contract between the plaintiff and the Bank. The plaintiff filed an interim application (I.A. No. 2480 of 2001) before the City Civil Court at Hyderabad seeking the issuance of a mandatory injunction against Agromin, SBI and the Bank to jointly and severally deposit the sum of Rs. 24,505,000 together with interest being the total amount claimed in the suit which application is still pending before the court. 23. LMJ International Limited (LMJ) has filed a suit (C.S.No. 307 of 2000) in August 2000 before the High Court, Kolkata against National Supply Corporation (NASCO), which is incorporated in Libya, Arab Bank for Investment and Foreign Trade (ARBIFT), which is incorporated in United Arab Emirates, the Bank and the National Commercial Bank, Tripoli, which is incorporated in Libya, seeking orders of injunction against all aforementioned defendants restraining them from demanding or making any payment under any bank guarantee or counter guarantee furnished on behalf of the plaintiff in connection with a contract for sale of rice by LMJ to NASCO. The plaintiff has submitted that it has duly sold, supplied and delivered to NASCO rice and chicken peas of required specifications. At the request of the plaintiff the Bank had furnished two bank guarantees, for total amount of Rs. 16,916,975 in favour of ARBIFT which in turn furnished a guarantee in favour of National Commercial Bank, being the bankers of NASCO. In April 1999, the plaintiff supplied rice and chicken peas of required specifications to NASCO. Though substantial time had elapsed after the due receipt of goods, NASCO and its bankers failed and neglected to discharge the guarantees. Having come to know that Libyan companies had resorted to arbitrarily invoking bank guarantees or similar instruments in an attempt to bolster the economy, ailing under severe trade sanctions and financial restrictions imposed by the United States of America and its allies, the above suit was instituted on the apprehension that the bank guarantees in the relevant transaction would be invoked. An interlocutory application was moved by the plaintiff in the above suit and, by order dated August 14, 2000, the High Court restrained the Bank from making any payments on the basis of the bank guarantees till further orders. The above order was subsequently continued by order dated August 28, 2000 and ultimately, by order dated May 15, 2001 the interlocutory application was disposed off restraining the Bank from making payment on the basis of the bank guarantees and restraining NASCO from claiming any payment through ARBIFT on the basis of bank guarantees from the Bank. In or about February – March, 2003 ARBIFT moved an application in the above suit to vacate the interim order of injunction, which application is pending. ARBIFT had filed a suit (Suit No. 703 of 2000) on before the Abu Dhabi Federal Court of First Instance against the Bank in respect of non-payment of invoked bank guarantees issued by the Bank on behalf of LMJ and others. The Federal Court of First Instance, by judgment dated January 31, 2005, has decreed the suit ordering the Bank to pay ARBIFT Swiss Francs 1,023,863.18 or equivalent in Arab Emirate Dinars, along with interest. The Bank has preferred an appeal (Appeal No. 119 of 2005 in February 2005) on February 27, 2005 before Federal Court of Appeal, Abu Dhabi against the said judgment and the same is pending as of date. In the meantime, a settlement agreement dated April 28, 2005 has been entered into between LMJ and NASCO whereby the parties have agreed to withdraw or freeze all court cases against each other. The matter is still pending. 307

BANK OF BARODA
24. The Special Organising Committee of the IXth Asian Games, 1982 has filed a contempt petition (C.C.P.No. 23 of 1994) in January, 1994 before the High Court, New Delhi against the CMD of the Bank, Chief Manager of the Nariman Point Branch of the Bank and CMD of Usha International, praying that the respondents be punished according to the provisions of Contempt of Courts Act. By orders dated November 2, 1982 and February 4, 1983 of the High Court, New Delhi, in Suit No. 1475-A of 1982, the amounts lying in account no. 1401 with the Nariman Point Branch of the Bank were attached. The petitioner has submitted that the Bank, in spite of being aware of the orders mentioned above, has disposed of the attached amounts in Execution Case No. 10 of 1988 filed by Usha International against the holder of the account and that the officers of the Bank and Usha International have connived together and have committed contempt of the Court. The CMD of the Bank, in reply, has stated that there was no effective service of the order dated November 2, 1982 and that only after the service of the show cause notice in the contempt petition, were the Bank aware of the order dated February 4, 1983. Therefore, he has submitted that, there was no disobedience of the orders of the Court and hence no contempt. The matter is pending and the next date of hearing is November 21, 2005. Arvindbhai Dwarakadas Jani, a shareholder of the Bank, has filed a suit (Suit No. 832 of 2005) on October 1, 2005 before the Civil Judge (Sr.Div.), Vadodara against the Bank praying that the Chairman of the Bank be held responsible for alleged loss suffered by the Bank to the extent of Rs. 5,000,000,000 on account of wrongful spending of the money for changing the logo of the Bank and praying that the Bank be injuncted from using the new logo, signboards prepared by the bank and from making payments to Rahul Dravid. The Plaintiff has also prayed for an injunction that Rahul Dravid do not work as Brand Ambassador and A.K. Khandelwal do not work as Chairman of the Bank. In the said suit the plaintiff has also made an application for an interim order of injunction as prayed above. The plaintiff has contended that the administrators of the Bank has wrongly spent the money on changing the logo and appointing Rahul Dravid as Brand Ambassador and has thus caused loss to the shareholders of the Bank. The bank has filed its written statement denying the allegations of the plaintiff. The suit is pending. Gujarat Telephones Cables Limited has filed a suit (Civil Suit No. 899 of 2005) on July 25, 2005 before the City Civil Court, Ahmedabad against a consortium of banks, of which the Bank is a member, and Asset Reconstruction Company (India) Limited, praying for a decree of Rs. 10,026,900,000 jointly and severally against the members of the consortium. Our Bank’s share is 16% of the suit amount i.e., Rs. 1,604.30 million. The plaintiff has also made an application for interim injunctions directing the defendants to release additional securities mentioned in the schedule annexed to the application and to return the shares/documents in connection therewith to the plaintiff, directing the defendants to release and discharge the promoters’ guarantee/surety and to return the documents in connection therewith to the plaintiff and directing the defendants to remove the plaintiff from the list of willful defaulters. The consortium had extended working capital facilities to the plaintiff. The plaintiff has alleged that the defendant banks failed and neglected to adhere to their promises/commitments and assurance to restructure/realign the liabilities and to grant additional finance and also to open bank guarantee or to provide other securities to the plaintiff, because of which the plaintiff could not submit tenders and procure business and hence incurred huge business losses.

25.

26.

Consumer Cases
1. A petition was filed on September 15, 1996 before National Commission for Consumer Disputes Redressal by Akshay Corporation, in relation to non-payment by the Bank under a letter of credit allegedly issued the Bank. The amount being claimed by the petitioner is Rs. 11,191,500. The Bank has filed a reply stating that the said letter of credit was issued fraudulently by an employee of the Bank. The said petition is pending.

Tax Cases
1. The Income Tax Department, in its assessment orders for the assessment year 2003-2004, has disallowed the following deductions claimed by the Bank: Club expenses Deduction claimed under section 35D of the IT Act Proportionate expenses for earning exempted income Depreciation on investments

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Bad debts written off under section 36 (1)(vii) of the IT Act Disbursement made towards various welfare schemes from the staff welfare account The Bank has filed an appeal on April 12, 2005 before Commissioner of Income Tax (Appeals) II, Mumbai against the said assessment order. The appeal is still pending and the total disputed amount is Rs. 4037,697,041. 2. The Income Tax Department, in its assessment orders for the assessment year 2002-2003, has disallowed the following deductions claimed by the Bank: Club expenses Broken period interest on purchase of securities (the same has been allowed subsequently by the order of the Income Tax Department) Deduction claimed under section 35D of the IT Act Proportionate expenses for earning exempted income Depreciation on investments Bad debts written off under section 36 (1)(vii) of the IT Act Disbursement made towards various welfare schemes from the staff welfare account The Bank has filed an appeal on March 30, 2005 before the Commissioner of Income Tax (Appeal) II, Mumbai against the said assessment order. The appeal is still pending and the total disputed amount is Rs.2,160,074,589. 3. The Income Tax Department, in its assessment orders for the assessment year 2001-2002, has rejected the following deductions claimed by the bank: Broken period interest on purchase of securities Club expenses Preliminary expenses, representing share issue expenses (claimed under section 35D of the IT Act) Penalties and fine paid to RBI Depreciation on investments Bad debt written off under section 36 (1)(vii) of the IT Act Disbursement made towards various welfare schemes from the staff welfare account. The Income Tax Department had added the disbursements from the Staff Welfare Account, mentioned above, to income. The Bank has filed an appeal on April 6, 2004 against the said assessment order. The appeal is still pending and the total disputed amount is Rs. 7927,142,850. 4. The Income Tax Department, in its assessment orders for the assessment year 2000-2001, has disallowed the following deductions claimed by the bank: Broken period interest on purchase of securities Club expenses Preliminary expenses, representing share issue expenses (claimed under section 35D of the IT Act) Penalties and fine paid to RBI a) b) Depreciation on investments Provision for depreciation on matured debentures (Indian)

Bad debt written off out of contingency account of foreign branches (i.e. out of provision for bad debts disallowed in past) Disbursement made towards various welfare schemes from the staff welfare account a) b) Actual bad debts written off Prudential bad debts written off 309

BANK OF BARODA
The Bank filed an appeal against the said assessment orders before the Commissioner of Income Tax (Appeals) XXXII, Mumbai and the Commissioner by order dated May 20, 2003 partly allowed the appeal. By rectification order dated September 24, 2003 The Commissioner of Income Tax (Appeals) XXXII, Mumbai modified the relief allowed to the Bank. The Bank has filed an appeal on July 25, 2003 before the Income Tax Appellate Tribunal, Mumbai against the order dated May 20, 2003. The appeal is still pending and the total disputed amount is Rs. 263,024,000. The Deputy Commissioner of Income Tax, Circle-2(1), Mumbai has filed an appeal before the Income Tax Appellate Tribunal, Mumbai against the abovementioned order dated May 20, 2003 of Commissioner of Income Tax (Appeals) XXXII, Mumbai to the extent that the said order deleted the disallowances in relation to broken period interest on purchase of securities, club expenses, fine paid to RBI and bad debts disallowed in the past. The appeal is still pending and the total disputed amount is Rs. 2020,976,115. 5. The Deputy Commissioner of Income Tax, Circle-2(1), Mumbai re-opened the original assessment for the assessment year 1999-2000 and by order dated January 11, 2005 disallowed the bad debt written off. The Bank has filed an appeal on February 23, 2005 before the Commissioner of Income Tax (Appeals), II, Mumbai against the said assessment order. The appeal is still pending and the total disputed amount is Rs. 3224,460,000. The Bank had preferred an appeal before the Commissioner of Income Tax (Appeals) XXXII, Mumbai against the assessment order for the assessment year 1999-2000. The Commissioner of Income Tax (Appeals) XXXII, Mumbai, by order dated March 21, 2003, has deleted/modified the disallowance, by the assessing officer, of the following deductions claimed by the Bank: Broken period interest on purchase of securities Club expenses Proportionate expenses in earning exempted income Penalties and fine paid to RBI. Depreciation on investments Depreciation out of fluctuation reserve Bad debts disallowed in the past The Income Tax Department has filed an appeal before the Income Tax Appellate Tribunal, Mumbai, against the said order dated March 21, 2003. The total disputed amount is Rs. 3255,400,000. 7. The Deputy Commissioner of Income Tax, Circle-2(1), Mumbai re-opened the original assessment for the assessment year 1998-1999 and by order dated January 9, 2004 disallowed the bad debt written off. The Bank has filed an appeal on March 1, 2004 before the Commissioner of Income Tax (Appeals) II, Mumbai against the said assessment order. The total disputed amount is Rs. 3784,546,000. The appeal has been heard and the order is awaited. The disallowance of the following deductions by the Income Tax Department in its assessment orders for the assessment year 1995-1996 has been confirmed by the Commissioner of Income Tax (Appeals) XLIV, Mumbai by order dated March 23, 1999; Disallowance of provisions made for bad and doubtful debts at foreign branches Disallowance of bad debts under section 36(i)(vii) of the IT Act Disallowance of provisions made for bad and doubtful debts in earlier years in the books of the bank credited to profit and loss account Disallowance of club expenses (foreign) The Bank has filed an appeal before the Income Tax Appellate Tribunal, Mumbai against the order dated March 23, 1999. Since the requisite approval of the Committee on Disputes (COD) constituted in the Cabinet Secretariat of the Central Government was not obtained, by order dated October 7, 2004 the appeal was recorded in limine as not admitted, with the option of approaching the Tribunal for restoration of the appeal if the requisite approval from COD is obtained. The total disputed amount is Rs. 2078,547,000.

6.

8.

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9.

The following deductions by the Income Tax Department in its assessment orders for the assessment year 19941995 has been confirmed by the Commissioner of Income Tax (Appeals) XLIV, Mumbai by order dated March 23, 1999; Disallowance of provisions made for bad and doubtful debts at overseas branches Disallowance of deduction under section 36(i)(viiia) of the IT Act The Bank has filed an appeal before the Income Tax Appellate Tribunal, Mumbai against the order dated March 23, 1999. Since the requisite approval of the Committee on Disputes (COD) constituted in the Cabinet Secretariat of the Central Government was not obtained, by order dated October 7, 2004 the appeal was recorded in limine as not admitted, with the option of approaching the Tribunal for restoration of the appeal if the requisite approval from COD is obtained. The total disputed amount is Rs. 893,700,000-

10.

The following disallowances or additions by the Income Tax Department in its assessment orders for the assessment year 1993-1994 has been confirmed by the Commissioner of Income Tax (Appeals) XLIV, Mumbai by order dated March 23, 1999; Disallowance of provision made for bad and doubtful debts at overseas branches Denial of relief on account deduction available under section 36(i)(viiia) of the IT Act Addition of interest of a compensatory nature paid to RBI The Bank has filed an appeal before the Income Tax Appellate Tribunal, Mumbai against the order dated March 23, 1999. Since the requisite approval of the Committee on Disputes (COD) constituted in the Cabinet Secretariat of the Central Government was not obtained, by order dated October 7, 2004 the appeal was recorded in limine as not admitted, with the option of approaching the Tribunal for restoration of the appeal if the requisite approval from COD is obtained. The total disputed amount is Rs. 1344,385,000.

11.

The Income Tax Department, in its assessment orders for the assessment year 1990-1991, has disallowed, and the Deputy Commissioner of Income Tax (Appeals) XIII, Mumbai, by order dated November 10, 1995 has confirmed, the following deductions claimed by the bank: Interest on sticky loans at foreign branches Depreciation on investments Disallowance under section 43B of the IT Act Deduction under section 32AB of the IT Act The Bank has filed an appeal before the Income Tax Appellate Tribunal, Mumbai. The appeal is still pending and the total disputed amount is Rs.511,352,714. The Deputy Commissioner of Income Tax, Special Range–32, Mumbai has filed appeal before Income Tax Appellate Tribunal, Mumbai against the abovementioned order dated November 10, 1995 of Deputy Commissioner of Income Tax (Appeals) XIII, Mumbai to the extent that the said order deleted additions made on account of interest on sticky loans in India and on account of broken period interest on purchase of securities. The appeal is pending and the total disputed amount is Rs. 162,553,846.

12.

The Belgian tax authorities refused the Brussels Branch of the Bank foreign tax credit of Euro 4,182,375.20 for the years 1992 to 2000 and Euro 143,660.38 for the year 2001 on the interest income earned by the branch from Indian corporates. The Brussels Branch, claiming the tax rebate under Belgo-Indian Double Taxation Avoidance Treaty, has filed suits before the Brussels Court of First Instance Court against the recovery of taxes for 1992 to 2000 and for the year 2001. The case is still pending. The Uganda Revenue Authority has claimed Rs. 21.7 million from the Bank on account of tax on Initial Public Offer for divestment of 20% shareholding of the Bank in BOB Uganda in September 2002. The Tax Appeal Tribunal has decided the case in favour of the Bank. Uganda Revenue Authority has preferred an appeal before the High Court. The case is still pending.

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BANK OF BARODA
14. The Bank has filed an appeal on May 11, 2005 before the Commissioner of Central Excise (Appeals) against the order-in original no. D/ST/02/Offence/2005 dated January 28, 2005 passed by the Deputy Commissioner Central Excise, Vadodara II for payment of service tax, for the period between July 16, 2001 and September 9, 2004, on the commission earned on the service of collection of Central Excise, Customs and Service Tax and imposing penalty. The total disputed amount is Rs. 42,614,504. The appeal has been heard and orders are awaited.

Labour related cases
1. The workmen of the Bank, represented by Bank of Baroda Employees’ Union, West Bengal, have initiated proceedings against the Bank (Reference No. 5 of 2004) on May 20, 2004 before the Industrial Tribunal, Kolkata. The workmen have submitted that under the “Scheme for Reimbursement of Educational Expenses incurred by Employees for their Children”, introduced by a circular (No. HO:BR:89/45) dated March 1, 1997, an employee was entitled to an annual payment ranging between Rs. 600 and Rs. 1500. They have further submitted that there was no indication that the said benefits under the Scheme were being given to the workmen merely as a temporary scheme. The benefits available to the workmen under the said Scheme were extended by two subsequent circulars. The workmen have submitted that by a circular (No. HO/BR/95/69) dated April 16, 2003 the Bank suddenly withdrew the said Scheme and has instructed its branches/offices not to make any reimbursements under the Scheme from 2003 onwards. As per the workmen, as the said Scheme had been in operation since 1997, it had matured into a ‘condition of service’ as a ‘customary concession or privilege’ under item No. 8 of the fourth schedule to the Industrial Disputes Act, 1947 and that effecting a change in the conditions of service applicable to workmen in respect of a matter specified in the fourth schedule of the said Act without complying with the mandatory provisions of section 9A of the said Act is a nullity and non est in law. Therefore, the workmen have prayed that the said circular dated April 16, 2003 be quashed and the Bank be directed to continue the benefits made available to the workmen under the Scheme and to refund the amount recovered from the workmen. The Bank has submitted that the Scheme was a welfare activity undertaken under the auspices of the Staff Welfare Fund and cannot be construed as a service condition of the employee and an Industrial Dispute can not be raised in that regard. The matter is pending. Certain ex-employees of the Bank who had opted for Bank of Baroda Employees Voluntary Retirement Scheme, 2001 (BOBEVRS-2001) have filed writ petitions before various High Courts being Civil Writ No. 2891 of 2002 before the Chandigarh High Court, W.P.No. 5304 of 2002 before the High Court of Andhra Pradesh, Hyderabad, W.P.No. 3237 of 2002 before the High Court, Bombay, W.P.4261 of 2003 before the High Court, Madras and W.P.No. 3564 of 2003 before the Rajasthan High Court, Jaipur. The said ex-employees have submitted that since they have retired under BOBEVRS, 2001, they were deprived of the benefit of 5 years additional service to which they were entitled to in terms of Regulation 29 of Bank of Baroda (Employees) Pension Regulations, 1995 (Pension Regulations). Regulation 29 of the Pension Regulations provides that the qualifying service of an employee retiring voluntarily under the Pension Regulations shall be increased by a period not exceeding 5 years, subject to the condition that the total qualifying service rendered by such employee shall not in any case exceed thirty-three years and it does not take him beyond the date of superannuation. Therefore, the petitioners have prayed that the Bank be directed to grant the benefit of 5 years additional service to such employees in terms of Regulation 29 of the Pension Regulations. The Bank has contended that retirement granted under BOBEVRS-2001 is neither retirement nor deemed to be retirement under Pension Regulations and therefore the petitioners are not entitled to 5 years additional service in terms of Regulation 29. The matter is pending. Five writ petitions have been filed before the High Courts at Mumbai (W.P.No. 1092 of 2003), Calcutta (W.P.No. 4297 of 2003 & W.P.No. 4306 of 2003) and Allahabad (W.P.No. 9396 of 2003 & W.P.No. 17129 of 2003). Three of these petitions have been filed by Dwarkanath Singh, Ramesh Chandra Trivedi and Kalyan Kumar Sengupta, exemployees of the Bank and two by registered trade unions, All Indian Bank of Baroda Employee Federation and Bank of Baroda Employees Association. The petitioners have challenged the Bank’s decision, issued via circular No.BCC:BR:95/31 dated January 30, 2003, to fix the date of retirement on the last day of the month in which the Award Staff employees attain the age of superannuation. Prior to this circular, such date was the last day of the calendar year in which such employees attain the age of superannuation. The Bank filed a transfer petition (Transfer Petition (Civil) No. 545-549 of 2003) before the Supreme Court praying for the transfer of the above writ petitions to one High Court or the Supreme Court in view of the common questions involved and the Supreme Court by its order dated October 4, 2004 has transferred all the abovementioned writ petitions to the High Court, Mumbai to be heard along with W.P.No. 1092 of 2003. The petitions are pending.

2.

3.

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4.

Associations of retired officers/employees of Bank of India, Bank of Baroda, State Bank of Saurashtra and Union Bank of India filed a special civil application (Special Civil Application No. 16623 of 2004) on December 20, 2004 before the High Court, Ahmedabad against the CMDs of Bank of India, Bank of Baroda and Union Bank of India, the Managing Director of State Bank of Saurashtra, the Secretary of Indian Banks’ Association, Union of India and others. The Indian Banks’ Association by its letter No.PD/CIR/76/G2/337 dated June 28, 2003, directed the respondent banks to incorporate certain amendment, as approved by the Central Government, in their Pension Regulations. The said amendments provide that the respondent banks would be liable to pay difference between the normal (full) monthly pension and commuted (reduced) pension in case commutation amount is not paid simultaneously with the payment of the pension, but such payment shall be made only in such cases which arise after July 1, 2003. The petitioners have submitted that because of the said cut-off date, employees whose claims are pending with the respondent banks for full pension before July 1, 2003 shall not be able to avail the beneficial provisions of the proposed amendment. The petitioners have prayed that the Central Government be directed to withdraw its approval for the proposed amendment and that the respondent banks be directed to set the said cut-off date as November 1, 1993 instead of July 1, 2003. The Bank has contended that the introduction of the cut-off date is not arbitrary or violative of Article 14 of the Constitution and has submitted that the introduction of the cut-off date is to avoid any complications arising out of the application of the amendment to past transactions. The matter is pending. The Industrial Tribunal, Patna gave an award dated November 20, 2003 in Reference Case No. 177 of 1999/8C of 2001 whereby the Bank was directed to immediately offer permanent employment to one Krishna Kumar. Krishna Kumar had been working in the Bank since September 1993 but had not been regularized. The Bank did not implement the award and filed a writ petition (Civil Writ Jurisdiction Case No. 5746 of 2004) before the High Court, Patna to quash the said award dated November 20, 2003. The Labour Enforcement Officer (Central), Patna, lodged a complaint dated November 9, 2004, under section 29 of the Industrial Disputes Act, 1947, before the Chief Judicial Magistrate, Patna, registered as Complaint Case No. 3147(M) of 2004, against M.K. Parekh, Deputy General Manager of the Bank alleging a breach of section 29 of the Industrial Disputes Act, 1947 as the said award of the Industrial Tribunal was not implemented. Krishna Kumar was made a regular employee of the Bank on December 11, 2004. The Bank, by letter dated December 22, 2004, has informed the Chief Labour Commissioner (Central), New Delhi about the implementation of the award by the Bank and has requested him to get the complaint case before the Judicial Magistrate, Patna closed. M.K. Parekh filed an application under section 205 of Code of Criminal Procedure on April 7, 2005 before the Judicial Magistrate, Patna praying for exemption from personal appearance, which application was rejected by order dated June 2, 2005. The Bank has filed a revision petition bearing Criminal Revision No. 602 of 2005 before the High Court, Patna against the said order. The revision petition along with the writ petition bearing Civil Writ Jurisdiction Case No. 5746 of 2004 is pending before the High Court, Patna. Bank of Baroda Retired Employees Welfare Wing, Bareilly and 48 employees of erstwhile Bareilly Corporation Bank filed a writ petition (Civil Misc. Writ Petition No. 49044 of 2002) in November, 2002 before the High Court, Allahabad against the Finance Secretary (Government of India), RBI, the Bank and the Zonal Manager (West Zone) of the Bank. The petitioners have prayed that the pension scheme available to erstwhile members of Bareilly Corporation Bank should be on par with the one available to the employees of the Bank. The erstwhile Bareilly Corporation Bank Limited was merged with Bank of Baroda vide Ministry of Finance Notification dated June 1, 1999. The petitioners have submitted that the Bank had assured that within the period not exceeding 3 years from the date of amalgamation, the service conditions and all service benefits of the Bank shall be granted to the erstwhile employees of Bareilly Corporation Bank Limited. The Bank has contended that the petitioners are not entitled to the pension scheme of the Bank as they had not opted for pension in terms of the industry level Pension Settlement of 1993 and had also not transferred the employer’s provident fund contribution to the Bank. The matter is pending.

5.

6.

Miscellaneous
1. Dhanjibhai N. Patel had opened a NRE fixed deposit with the Pardi Branch of the Bank on September 4, 2003. By his letter dated March 6, 2004, forwarded by Dena Bank, Samroli Branch, Dhanjibhai N. Patel requested the Bank to transfer the abovementioned fixed deposit of Rs. 67,000,000 to Dena Bank, Samroli Branch. By letter dated March 16, 2004 the Bank expressed its inability to transfer the deposit, as the account was frozen as per the directions of the Senior Police Sub-Inspector, Pardi Police Station vide letter dated November 28, 2003. Dhanjibhai N. Patel has made a complaint to the Banking Ombudsman, RBI by letter dated February 16, 2005, which complaint has been registered as Complaint Case No. 542 of 2004-05. The Banking Ombudsman has directed the Bank to produce the case number and information about the stage of the criminal case with respect to which the direction

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Vadodara till further hearing and disposal of the case before the High Court. 2. 1973 (FERA) read with Sections 49 of Foreign Exchange Management Act. 2005: NIL Litigation against BOB Capital as of November 30.. Contingent Liabilities not provided for as of September 30. Litigation against BOBCARDS as of November 30.No.BANK OF BARODA to freeze the account was given. Vadodara against Anil K. 11. 2005: 314 . availed a loan of Rs.646. rate of interest. as the then CMD of Dena Bank jointly with the Executive Director and other members of the Board of Directors of Dena Bank and certain other officials of Dena Bank alleging that information about the criminal case filed by the complainant has not been disclosed by Dena Bank in the prospectus. Litigation against our Directors 1. Khandelwal. Nagami Nicotine Pvt.597. refund of processing fee. The said notice stated that the loan was given to a person resident outside India without obtaining formal application and without ascertaining the purpose of the loan. etc. T-4/1-C/2001(SCN-II) dated May 30. 2005: NIL BOB Housing Finance Limited 1. 7/200) before the Chief Judicial Magistrate. Contingent Liabilities not provided for as of September 30. BOBCARDS Limited 1. 1999 (FEMA) should not be held against them on the ground that the loan was granted without complying with and in gross contravention of FERA.937. Dena Bank filed a petition bearing Criminal Miscellaneous Petition No. Prime Petro Products Ltd. M/s. 2005 and August 26. The Bank received a letter dated January 20. Ltd. Ministry of Finance. fraud. The High Court has stayed proceedings before the Chief Judicial Magistrate. 2005: NIL Litigation against BOB Housing as of November 30. Litigation against our Subsidiaries BOB Capital Markets Limited 1. 2003 from the Directorate of Enforcement informing the Bank that since it has failed to reply to the memorandum mentioned above adjudication proceedings are being initiated against the Bank. The Bank in reply to the above letter has submitted before the Special Director. an NRI.164. The Bank also submitted that the borrower had expressly undertaken not to relent the amount and that transfer of the amount to PPPL’s account is not relenting of the said amount. 2002 from the Directorate of Enforcement. 2. These cases are at various stages of hearing and the aggregate amount of financial liability to the company on account of the same is Rs. It was also alleged that the said loan was relent to M/s. (PPPL) by way of transfer to the account of PPPL with the Aliganj Branch of the Bank. 2. 2005 the Bank has sought the same information from the concerned Gujarat Police authorities. Enforcement Directorate that the Bank had duly replied to memorandum No. 2005: Contingent liabilities on account of cases filed against the company – Rs. The Bank received a memorandum bearing No. 2005: Consumer Cases There are twelve cases that have been filed against the company claiming refund of pre-closure fee. New Delhi asking the Bank and the concerned branch manager to show cause as to why adjudication proceeding as contemplated in section 51 of the Foreign Exchange Regulation Act. By letters dated July 29. Contingent Liabilities not provided for as of September 30. 2. 1.000 against her Foreign Currency Non-Resident (FCNR) account from the Aliganj Branch of the Bank in Lucknow. T-4/1-C/2001(SCN-II) and that the loan was granted after receiving formal application and ascertaining the purpose of the loan. has lodged a complaint (Cr. 5. The matter is pending.510.63. 5389 of 2005 before the Gujarat High Court to quash the said criminal complaint. Neena Padma Singh.

164.937. 2005: Rs. Litigation against the NBL There are nine cases against the company of which three are recovery suits and the remaining six are consumer cases. 2005: NIL The Nainital Bank Limited 1. 2005: NIL Litigation against BOB AMC as of November 30.Consumer Cases There are 19 cases that have been filed against the company in relation to disputes regarding service charges. 2. This dispute is between a lender of BOB HK and a beneficiay of a letter of credit wherein the letter of credit of total aggregate value of up to U.09 million Guarantees given on behalf of constituents : Rs. Contingent Liabilities not provided for as of September 30. 1156. Pathankot. 160. 2. 1. 419. 60. 75. Bandra. 2.10 million 2. 21. These cases are at various stages of hearing and aggregate amount of liability to the company on account of the same is Rs. Mumbai and one before the Industrial Tribunal.D 128. Bank of Baroda (Botswana) Limited 1. acceptances and obligations : Rs.S. 2. 72.700 was opened with BOB HK. Senior Divison. 220. Litigation against BOB HK as of November 30.77 million on account of letters of credit Litigation against BOB Tanzania as of November 30. 2005: Alive bank guarantees and letter of credit – Rs. Mumbai.55 million approximately. Contingent Liabilities not provided for as of September 30. Labour Cases There are two cases that have been filed against the company claiming permanent employment. 2005: Rs. 2.80 million. Contingent Liabilities not provided for as of September 30. etc. Contingent Liabilities not provided for as of September 30. 2005: BOB HK has been impleaded in a dispute pending before Civil Court. 2005: Claim against the bank not acknowledged as debt: Rs. These cases are at various stages and the aggregate amount involved is Rs.64 million. 2005: Guarantees given on behalf of constitutes Rs.40 million Forward foreign exchange contract .75 million. Litigation against BOB Uganda as of November 30. one before the labour Court. Bank of Baroda (Tanzania) Limited 1. Contingent Liabilities not provided for as of September 30. Litigation against BOB Botswana as of November 30.Rs. 2005: 315 . Acceptance Endorsement and others obligations Rs. Contingent Liabilities not provided for as of September 30. seizure of cards by the company.79 million Endorsements. 2005: NIL Bank of Baroda (Uganda) Limited 1.28 million Interest rate swap – Rs. BOB Asset Management Company Limited 1. 2.46 million 2. 2005: NIL Bank of Baroda (Hong Kong) Limited 1. loss of cards.63. 111. These cases are at various stages of hearing and the exact amount of financial liability to the company on account of the same cannot be accurately determined.

2005: Guarantees – Rs. 2005: There are two cases against the company which have been filed by depositors in relation to withdrawal against cheques.39 million. 17.95 million. (26 workmen). No: 79 of 2004 George & Modern Maintenance Services Vs UTI (arising out of W. Litigation against BOB Guyana as of November 30. Mumbai. Acceptance.2129 of 1999) Nature of dispute Contract workmen engaged in cleaning services seeking regularisation in UTI.44 million. 127. 84. Contract workmen e