x |
immediately upon filing
|
o
|
on (Date) at (Time)
|
Title of Each Class of
Securities to be Registered
|
Amount to be
Registered
|
Proposed Maximum
Aggregate Price Per Unit*
|
Proposed Maximum
Aggregate Offering Price**
|
Amount of
Registration Fee
|
American Depositary Shares evidenced by American Depositary Receipts, each American Depositary Share representing 2 equity shares of ICICI Bank Limited
|
800,000,000
|
$0.05
|
$40,000,000
|
$4648
|
*
|
Each unit represents one American Depositary Share.
|
**
|
Estimated solely for the purpose of calculating the registration fee. Pursuant to Rule 457(k), such estimate is computed on the basis of the maximum aggregate fees or charges to be imposed in connection with the issuance of receipts evidencing American Depositary Shares.
|
Item 1.
|
DESCRIPTION OF SECURITIES TO BE REGISTERED
|
Item Number and Caption
|
Location in Form of Receipt
Filed Herewith as Prospectus
|
||||
1.
|
Name of depositary and address of its principal executive office
|
Face of Receipt, Introductory Article
|
|||
2.
|
Title of American Depositary Receipts and identity of deposited securities
|
Face of Receipt, Introductory Article
|
|||
Terms of Deposit: | |||||
(i) |
The amount of deposited securities represented by one unit of American Depositary Receipts
|
Face of Receipt, Introductory Article
upper right corner
|
|||
(ii) |
The procedure for voting, if any, the deposited securities
|
Reverse of Receipt, Article 17
|
|||
(iii) |
The collection and distribution of dividends
|
Reverse of Receipt, Article 13
|
|||
(iv) |
The transmission of notices, reports and proxy soliciting material
|
Face of Receipt, Article 11
|
|||
(v) |
The sale or exercise of rights
|
Reverse of Receipt, Article 14
|
|||
(vi) |
The deposit or sale of securities resulting from dividends, splits or plans of reorganization
|
Face of Receipt, Article 3, Reverse of Receipt, Articles 13 and 18
|
|||
(vii) |
Amendment, extension or termination of the deposit arrangements
|
Reverse of Receipt, Articles 21 and 22 (no provision for extensions)
|
|||
(viii) |
Rights of holders of American Depositary Receipts to inspect the books of the depositary and the list of holders of Receipts
|
Face of Receipt, Article 11
|
(ix) |
Restrictions upon the right to transfer or withdraw the underlying securities
|
Face of Receipt, Articles 2 and 4
|
|||
(x) |
Limitation upon the liability of the depositary
|
Reverse of Receipt, Articles 13, 19 and 22
|
|||
(3) | Fees and Charges |
Face of Receipt, Article 7
|
|||
ITEM 2. AVAILABLE INFORMATION
|
|||||
Public reports furnished by issuer
|
Face of Receipt Article 11
|
Item 3.
|
EXHIBITS
|
(a)
|
Form of Deposit Agreement. Form of Deposit Agreement by and among ICICI Bank Limited (the "Company"), Deutsche Bank Trust Company Americas, formerly known as Bankers Trust Company, as depositary (the "Depositary"), and all holders and beneficial owners from time to time of American Depositary Receipts issued thereunder (the "Deposit Agreement"), including the form of American Depositary Receipt to be issued thereunder, attached as Exhibit A thereto. Previously filed as Exhibit (a) to Form F-6 (File Number 333-11504), dated February 18, 2000, and incorporated herein by reference.
|
(b)(1)
|
Letter Agreements. Letter Agreements dated February 19, 2002 and April 1, 2002 between the Company and the Depositary amending and supplementing the Deposit Agreement. Previously filed as Exhibit 2.2 to the Company's Annual Report on Form 20-F for the fiscal year ended March 31, 2002, filed on September 30, 2002, and incorporated herein by reference.
|
(b)(2)
|
Letter Agreement. Letter Agreement dated March 8, 2005 between the Company and the Depositary amending the Deposit Agreement to change the Company's agent for service of process. Previously filed as Exhibit (b)(2) to Form F-6 (File number 333-123236), dated March 10, 2005, and incorporated herein by reference.
|
(c)
|
Every material contract relating to the deposited securities between the Depositary and the Company in effect at any time within the last three years. – Not Applicable.
|
(d)
|
Opinion of counsel to the Depositary as to the legality of the securities being registered. – Filed herewith as Exhibit (d).
|
(e)
|
Certification under Rule 466. – Filed herewith as Exhibit (e).
|
(f)
|
Powers of Attorney for certain officers and directors and the authorized representative of the Company. – Set forth on the signature pages hereto.
|
Item 4.
|
UNDERTAKINGS
|
(a)
|
The Depositary hereby undertakes to make available at the principal office of the Depositary in the United States, for inspection by holders of the American Depositary Receipts, any reports and communications received from the issuer of the deposited securities which are both (1) received by the Depositary as the holder of the deposited securities and (2) made generally available to the holders of the underlying securities by the issuer.
|
(b)
|
If the amounts of fees charged are not disclosed in the prospectus, the Depositary undertakes to prepare a separate document stating the amount of any fee charged and describing the service for which it is charged and to deliver promptly a copy of such fee schedule without charge to anyone upon request. The Depositary undertakes to notify each registered holder of an American Depositary Receipt 30 days before any change in the fee schedule.
|
Legal entity created by the Deposit Agreement for the issuance of American Depositary Receipts evidencing American Depositary Shares, each representing the right to receive 2 equity shares of ICICI Bank Limited
Deutsche Bank Trust Company Americas, solely in its capacity as Depositary
|
|||
|
By:
|
/s/ James Kelly | |
Name: James Kelly
Title: Vice President
|
|||
By: | /s/ Christopher Konopelko | ||
Name: Christopher Konopelko
Title: Director
|
|||
ICICI Bank Limited
|
|||
By:
|
/s/ Ms. Chanda Kochhar | ||
Name: Ms. Chanda Kochhar
|
|||
Title: Managing Director & Chief Executive Officer
|
|||
Signatures
|
Capacity
|
|
/s/ K. V. Kamath
|
Chairman of the Board of Directors
|
|
Mr. K. V. Kamath
|
||
/s/ Dileep Choksi
|
Non-Executive Director
|
|
Mr. Dileep Choksi
|
||
/s/ Homi Khusrokhan
|
Non-Executive Director
|
|
Mr. Homi Khusrokhan
|
||
/s/ M. S. Ramachandran
|
Non-Executive Director
|
|
Mr. M. S. Ramachandran
|
||
/s/ Tushaar Shah
|
Non-Executive Director
|
|
Dr. Tushaar Shah
|
||
/s/ V. K. Sharma
|
Non-Executive Director
|
|
Mr. V. K. Sharma
|
||
/s/ V. Sridar
|
Non-Executive Director
|
|
Mr. V. Sridar
|
||
Non-Executive Director
|
||
Mr. Alok Tandon
|
||
/s/ Chanda Kochhar
|
Managing Director & CEO
|
|
Ms. Chanda Kochhar
|
||
/s/ N. S. Kannan
|
Executive Director
|
|
Mr. N. S. Kannan
|
||
/s/ K. Ramkumar
|
Executive Director
|
|
Mr. K. Ramkumar
|
||
/s/ Rajiv Sabharwal
|
Executive Director
|
|
Mr. Rajiv Sabharwal
|
||
/s/ Rakesh Jha
|
Chief Financial Officer
|
|
Mr. Rakesh Jha
|
||
/s/ Akashdeep Sarpal
|
Authorized Representative in the United States
|
|
Mr. Akashdeep Sarpal
|
(a)
|
Form of Deposit Agreement by and among ICICI Bank Limited (the "Company"), Deutsche Bank Trust Company Americas, formerly known as Bankers Trust Company, as depositary (the "Depositary"), and all holders and beneficial owners from time to time of American Depositary Receipts issued thereunder (the "Deposit Agreement"), including the form of American Depositary Receipt to be issued thereunder, attached as Exhibit A thereto. Previously filed as Exhibit (a) to Form F-6 (File Number 333-11504), dated February 18, 2000, and incorporated herein by reference.
|
(b)(1)
|
Letter Agreements dated February 19, 2002 and April 1, 2002 between the Company and the Depositary amending and supplementing the Deposit Agreement. Previously filed as Exhibit 2.2 to the Company's Annual Report on Form 20-F for the fiscal year ended March 31, 2002, filed on September 30, 2002, and incorporated herein by reference.
|
(b)(2)
|
Letter Agreement dated March 8, 2005 between the Company and the Depositary amending the Deposit Agreement to change the Company's agent for service of process. Previously filed as Exhibit (b)(2) to Form F-6 (File number 333-123236), dated March 10, 2005, and incorporated herein by reference.
|
(d)
|
Opinion of counsel to the Depositary. Filed herewith as Exhibit (d).
|
(e)
|
Rule 466 Certification. Filed herewith as Exhibit (e).
|
Very truly yours,
/s/Ziegler, Ziegler & Associates LLP
|
By:
|
DEUTSCHE BANK TRUST COMPANY
AMERICAS, Depositary
|
||
|
By:
|
/s/ James Kelly | |
Name: James Kelly | |||
Title: Vice President | |||
By: | /s/ Christopher Konopelko | ||
Name: Christopher Konopelko
|
|||
Title: Director
|
|||