| ARTICLES      OF ASSOCIATION OF ICICI      BANK LIMITED |   | Special      Adhesive StampRs.  30,000/-14.12.1993 |
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| 1.     | The      regulations contained in Table A in the Schedule I of the Companies Act,      1956, shall not apply to the Company except so far as the same are      repeated, contained or expressly made applicable in these presents or by      the Act. |                                                                                                                                                                                                                                                                                                                                                                                                                                | Table A not to      apply (except as expressly provided in these presents) |
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| 2.     | (a)                                                                                                                                                                                                                                                   | The      regulations for the management of the Company and for the observance by      the Members thereof and their representatives shall, subject as aforesaid      and to any exercise of the statutory powers of the Company in reference to      the repeal or alteration of or addition to its regulations by Special      Resolution, as prescribed or permitted by the Act, be such as are      contained in these presents. |                                                                       | Company to be      governed by these Articles |
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|   | (b)                                                                                                                                                                                                                                                   | The provisions      of the Banking Regulation Act, 1949, shall have effect notwithstanding      anything to the contrary contained in the Memorandum and Articles of      Association of the Company.                                                                                                                                                                                                                               |                                                                       |   |
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| INTERPRETATION |
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| 3.             | In these      presents, unless there be something in the subject or context inconsistent      therewith: |   | “Interpretation      Clause” |
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|           | “The Act” or      “the said Act” means “The Companies Act, 1956” and includes any statutory      modification or re-enactment thereof for the time being in      force. |   | “The Act “ or      “the said Act” |
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|           | “Board” or      “Board of Directors” means the Board of Directors of the      Company. |   | “Board”,      “Board of Directors” |
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|           | “Banking Act”      means the Banking Regulation Act, 1949, and includes any statutory      modification or re-enactment thereof for the time being in      force. |   | “Banking      Act” |
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|           | “The Company”      means ICICI Bank Limited. |   | “The      Company” |
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|           | “Director” or      “Directors” means the Director or Directors of theCompany. |   | “Directors” |
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|           | “Financial      Year” means the period of twelve months of a calendar year for which      accounts, Balance Sheet and Profit and Loss Account have to be prepared by      the Company. |   | “Financial      Year” |
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|           | 1 (......)      deleted |   |   |
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|           | “Members”      means the duly registered holder, from time to time, of the shares of the      Company and includes the subscribers to the Memorandum of Association but      does not include a bearer of a share warrant. |   | “Members” |
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|           | “Month” means      calendar month. |   | “Month” |
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|           | “The Office”      means the Registered Office for the time being of the    Company. |   | “The      Office” |
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|           | “These      presents” means these Articles of Association as originally framed or as      altered and amended from time to time. |   | “These      presents” |
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|           | “The Register”      means the Register of Members kept by the Company pursuant to Section 150      (1) of the Act. |   | “The      Register” |

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| “The      Registrar”                                        |   | “Registrar”      means the Registrar of Companies of the State in which the Office of the      Company is for the time being situated.                                                                                                                                                                                                                                                                                                                 |
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| “Regulatory      Agencies”                                  |   | “Regulatory      Agencies” means any authority appointed under the Act or the Banking Act      and includes the Central Government, Company Law Board, the Registrar or      any other authority appointed under the Act and the Reserve Bank of India      acting through any of its duly authorised officer under the Banking Act or      any other authority authorised to exercise any power under any other law      for the time being in force. |
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| “Reserve      Bank”                                         |   | “Reserve Bank”      means the Reserve Bank of India established under the Reserve Bank of      India Act, 1934 (2 of 1934).                                                                                                                                                                                                                                                                                                                            |
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| “The said      Acts”                                        |   | “The said      Acts” means the Act and the Banking Act referred to      collectively.                                                                                                                                                                                                                                                                                                                                                                  |
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| “The      Seal”                                             |   | “The Seal”      means the Common Seal for the time being of theCompany.                                                                                                                                                                                                                                                                                                                                                                                |
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| “In Writing”      or “Written”                  |   | In “Writing”      or “Written” shall include printing and lithography and any other mode or      modes of representing or reproducing words in a visible    form.                                                                                                                                                                                                                                                                          |
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| Singular      number                                                    |   | Words      importing the singular number include where the context admits or requires      the plural number and vice versa.                                                                                                                                                                                                                                                                                                                                       |
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| Gender                                                                  |   | Words      importing the masculine gender only shall include the feminine      gender.                                                                                                                                                                                                                                                                                                                                                                             |
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| Persons                                                                 |   | Words      importing persons shall include the Central or State governments,      corporations, firms, individuals, trusts, societies, associations and      other bodies, whether incorporated or not.                                                                                                                                                                                                                                                            |
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| Expression in      the Act to bear the same meaning in Articles         |   | Subject as      aforesaid any words or expressions defined in the Act except where it is      repugnant to the subject or context hereof shall bear the same meaning in      these presents.                                                                                                                                                                                                                                                                       |
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| Marginal      notes                                                     |   | The marginal      notes hereto shall not affect the construction or meaning      hereof.                                                                                                                                                                                                                                                                                                                                                                           |
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| PRELIMINARY                                                             |
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| Copies of      Memorandum Articles of Association, etc. to be furnished |   | 4.                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | Copies of the      Memorandum and Articles of Association of the Company and every Agreement      and every resolution (referred to in Section 192 of the Act) shall be      furnished to every Member at his request within the period and on payment      of such sum as may be prescribed by the Act. |
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| CAPITAL                                                                 |
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| Capital                                                                 |   | 5.                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | 2(a) | The Authorised      Capital of the Company is Rs.1775,00,00,000 divided into  : |
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|                                                                    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                               |   | (i) | 127,50,00,000      equity shares of Rs.10 each. |
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|                                                                    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                               |   | (ii) | 150,00,000      shares of Rs. 100 each which shall be of such class and with rights,      privileges, conditions or restrictions as may be determined by the company      in accordance with these presents and subject to the legislative      provisions for the time being in that behalf, and |
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|                                                                    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                               |   | (iii) | 350 preference      shares of Rs.1 crore each. |

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|   | (b)                                                                                                                                                                                                                                                                                                                                | The Company      has power from time to time to increase or reduce its capital and to      divide the shares in the capital for the time being into several classes      and to attach thereto, respectively, such preferential, cumulative,      convertible, guarantee, qualified or other special rights, privileges,      conditions or restrictions, as may be determined by or in accordance with      these presents and to vary, modify or abrogate any such right, privileges      or conditions or restrictions in such manner as may for the time being be      permitted by these presents or the legislative provisions for the time      being in force in that behalf. |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | Power to      increase or reduce capital         |
|   |                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                             |   |
|   | (c)                                                                                                                                                                                                                                                                                                                                | Subject to the      provisions of Section 80(1) of the Act, the Company shall have the power      to issue preference shares which are, or at the option of the Company are      to be, liable to be redeemed.                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | Power to issue      Redeemable Preference Shares |
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|   |                                                                                                                                                                                                                                                                                                                               | Provided that      :                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                             |
|   |                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                             |   |
|   |                                                                                                                                                                                                                                                                                                                               | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | no such shares      shall be redeemed except out of profits of the Company which would      otherwise be available for dividend or out of the proceeds of a fresh      issue of shares made for the purposes of the redemption;                                                                                                                                                                                                                                                                                                                                               |                                             |   |
|   |                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                             |   |
|   |                                                                                                                                                                                                                                                                                                                               | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | no such shares      shall be redeemed unless they are fully paid;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                             |   |
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|   |                                                                                                                                                                                                                                                                                                                               | (iii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | the premium,      if any, payable on redemption must have been provided for out of the      profits of the Company or the Company’s Share Premium Account before the      shares are redeemed; and                                                                                                                                                                                                                                                                                                                                                                      |                                             |   |
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|   |                                                                                                                                                                                                                                                                                                                               | (iv)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | where any such      shares are redeemed otherwise than out of the proceeds of a fresh issue,      there shall, out of profits which would otherwise have been available for      dividend, be transferred to a reserve fund, to be called the “Capital      Redemption Reserve Account”, a sum equal to the nominal amount of the      shares redeemed and the provisions of the Act relating to the reduction of      the share capital of the Company shall, apply as if the Capital Redemption      Reserve Account were paid-up share capital of the Company. |                                             |   |
|   |                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                             |   |
|   |                                                                                                                                                                                                                                                                                                                               | Subject to the      rights of the holders of any other shares entitled by the terms of issue      to preferential repayment over the equity shares in the event of winding      up of the Company, the holders of the equity shares shall be entitled to      be repaid the amounts of capital paid up or credited as paid up on such      equity shares and all surplus assets thereafter shall belong to the      holders of the equity shares in proportion to the amount paid up or      credited as paid up on such equity shares respectively at the commencement      of the winding up.                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                             |
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| 6.     | The Company      shall cause to be kept a Register of Members, an Index of Members, a      Register and Index of Debenture-holders in accordance with Sections 150,      151 and 152 of the Act.                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | Register of      Members and Debenture holders                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
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| 7.     | The Directors      shall, subject to the provisions of Section 154 of the Act, have power to      close the Register of Members or Debenture-holders of the      Company.                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | Closure of      Register of Members, etc.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
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| 8.     | The Company      may exercise the powers conferred on it by Section 157 of the Act with      regard to the keeping of a foreign register and the Board may, subject to      the provisions of Section 158 of the Act, make and vary such regulations      as it may think fit in respect of the keeping of any such      Register. |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | Foreign      Register                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |

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| Inspection of      Register of Members, Debenture-holders, etc.        |   | 9.     | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | The Register      of Members, the Index of Members, the Register and Index of      Debenture-holders and copies of all Annual Returns prepared under Section      159 of the Act together with the copies of certificates and documents      required to be annexed thereto under Section 161 of the Act shall, except      when the Register of Members or Debenture-holders is closed under the      provisions of the Act or these presents, be kept open to inspection at the      Office on any working day between 11.00 a.m. and 1.00 p.m. or such other      time as the Board may determine, from time to time, of any Member or      Debenture-holder gratis and to inspection of any other person on payment      of such sum as may be prescribed by the Act. |
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| Extracts or      Copy of Register, etc.                                |   |   | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | Any such      Member, Debenture-holder or other person may make extracts therefrom      without fee or additional fee as the case may be or require a copy of any      Register, Index or copy or of any part thereof on payment of such sum as      may be prescribed by the Act. The Directors may at their discretion reduce      or waive the sum payable for each inspection orextract.                                                                                                                                                                                                                                                                                                                                                                              |
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| The Company to      send copy of Register, etc.                        |   |   | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | The Company      shall send to any Member, Debenture-holder or other persons, on request, a      copy of the Register of Members, the Index of Members, the Register and      Index of Debenture-holders or any part thereof required under the Act, on      payment of such sum as may be prescribed by the Act. The copy shall be      sent within the period prescribed by the Act.                                                                                                                                                                                                                                                                                                                                                                                    |
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| Nature and      numbering of shares                                    |   | 10.    | In accordance      with the provisions of the Act :                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
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|                                                                   |   |   | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | The shares,      3debentures or      other interest of any Member in the Company shall be movable property,      transferable in the manner provided hereunder.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
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|                                                                   |   |   | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | Each share in      the Company shall be distinguished by its appropriate    number.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
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|                                                                   |   |   | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | A certificate      under the Common Seal of the Company specifying any shares held by any      Member shall be prima facie evidence of the title of the Member to such      shares.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
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| Shares to be      numbered progressively and no share to be subdivided |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | The shares in      the capital of the Company shall be numbered progressively according to      their several denominations and except in the manner mentioned in these      presents, no share shall be subdivided.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
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| Restriction on      allotment                                          |   | 11.    | The Directors      shall observe the restrictions as to allotment contained in Sections 69      and 70 of the Act.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
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| Shares at the      disposal of the Directors                           |   | 12.    | Subject to the      provisions of the Act and these presents, the shares in the capital of the      Company for the time being (including any shares forming part of any      increased capital of the Company) shall be under the control of the      Directors who may issue, allot or otherwise dispose of the same or any of      them to such persons in such proportion and on such terms and conditions      and either at a premium or at par or at a discount (subject to compliance      with the provisions of Section 79 of the Act and subject to the provisions      of the Banking Act) and at such times as they may from time to time think      fit and proper. |

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| 13.    | Subject to the      provisions of the Act and these presents, the Directors may allot and      issue shares in the capital of the Company as payment or part payment for      any property sold or goods transferred or machinery supplied or for      services rendered to the Company and any shares which may be so allotted      may be issued as fully paid-up or partly paid-up shares and if so issued      shall be deemed to be fully paid-up shares or partly paid-up      shares.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                    | Directors may      allot shares as fully paid-up or partly paid-up  |
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| 14.    | Any      unclassified shares (whether forming part of the original capital or of      any increased capital of the Company) may, subject to the provisions of      the Act and these presents, be issued and in particular such shares may be      issued with a preferential or qualified right as to dividends and in the      distribution of the assets of the Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                    | Unclassified      shares                                            |
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| 15.    | In addition to      and without derogating from the powers for this purpose conferred on the      Directors under Article 12, the Company in General Meeting may, subject to      the provisions of Section 81 of the Act, determine that any shares      (whether forming part of the original capital or of any increased capital      of the Company) shall be offered to such persons (whether Members or      holders of debentures of the Company or not) in such proportion and on      such terms and conditions and either at a premium or at par or at a      discount (subject to compliance with the provisions of Section 79 of the      Act and subject to the provisions of the Banking Act), as such General      Meeting may determine and with full power to give to any person (whether a      Member or holder of debentures of the Company or not) the option to call      for or be allotted shares of any class of the Company either at par or at      a premium or subject as aforesaid at discount, such option being      exercisable at such time and for such consideration as may be directed by      such General Meeting or the Company in General Meeting may, subject to the      provisions of Section 81 of the Act, make any other provisions whatsoever      for the issue, allotment or disposal of any shares. |                                                                                                                                                                                                                    | Issue of      shares by General Meeting                             |
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| 16.    | Any      application signed by or on behalf of an applicant for shares in the      Company, followed by an allotment of any share therein, shall be an      acceptance of shares within the meaning of these presents and every person      who thus or otherwise accepts any share(s) and whose name is entered in      the Register of Members shall, for the purpose these presents, be a      Member.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                    | Acceptance of      shares                                           |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                    |                                                                     |   |
| 17.    | The money (if      any) which the Directors shall, on the allotment of any share(s) being      made by them, require or direct to be paid by way of deposit, call or      otherwise, in respect of any share(s) allotted by them, shall immediately      on the insertion of the name of the allottee in the Register of Members as      the name of the holder of such shares, become a debt due to and      recoverable by the Company from the allottee thereof and shall be paid by      him accordingly.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                    | Deposit and      calls, etc. to be debt payable immediately         |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                    |                                                                     |   |
| 18.    | The Company      may issue at a discount shares in the Company of a class already issued if      the following conditions are fulfilled, viz :                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                    | Issue of      shares at a discount                                  |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                    |                                                                     |   |
|   | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | the issue of      the shares at a discount is authorised by a resolution passed by the      Company in General Meeting and sanctioned by the Company Law      Board;                                                    |                                                                     |   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                    |                                                                     |   |
|   | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | the resolution      specifies the maximum rate of discount at which the shares are to be      issued;                                                                                                                   |                                                                     |   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                    |                                                                     |   |
|   | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | not less than      one year has at the date of the issue elapsed since the date on which the      Company was entitled to commence business; and                                                                        |                                                                     |   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                    |                                                                     |   |
|   | (d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | the shares to      be issued at a discount are issued within two months after the date on      which issue is sanctioned by the Company Law Board or within such extended      time as the Company Law Board may allow. |                                                                     |   |

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| Instalments on      shares                                                                                |   | 19.    | If, by the      conditions of allotment of any shares, the whole or part of the amount or      issue price thereof shall be payable by instalments, every such instalment      shall, when due, be paid up to the Company by the person who for the time      being and from time to time shall be the registered holder of the share or      his legal representative.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|-----------------------------------------------------------------------------------------------------------|--------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                      |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   |   |
| Calls on      shares of the same class to be on uniform basis                                             |   | 20.    | Where any      calls for further share capital are made on shares, such calls shall be      made on a uniform basis on all shares falling under the same class. For      the purposes of this Article, shares of the same nominal value on which      different amounts have been paid up shall not be deemed to fall under the      same class.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|                                                                                                      |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   |   |
| Company not      bound to recognise any interest in shares other than that of the      registered holders |   | 21.    | Save as herein      otherwise provided, the Company shall be entitled to treat the person      whose name appears on the Register of Members as the holder of any share      as the absolute owner thereof and, accordingly, shall not (except as      ordered by a court of competent jurisdiction or as by law required) be      bound to recognise any benami trust or equity or equitable, contingent or      other claim to or interest in such share on the part of any other person      whether or not it shall have express or implied notice      thereof.                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|                                                                                                      |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   |   |
| Company’s      funds may not be employed/lent for acquiring shares of the      Company.             |   | 22.    | Except to the      extent allowed by Section 77 of the Act, no part of the funds of the      Company shall be employed/lent for acquiring the shares of the      Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|                                                                                                      |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   |   |
| UNDERWRITING      COMMISSION                                                                              |
|                                                                                                      |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   |   |
| Commission for      subscribing to shares                                                                 |   | 23.    | The Company      may at any time pay a commission to any person for subscribing or agreeing      to subscribe (whether absolutely or conditionally) for any shares,      debentures or other securities of the Company or procuring or agreeing to      procure subscriptions (whether absolute or conditional) for any shares,      debentures or other securities of the Company but so that if the      commission in respect of the shares, debentures or other securities shall      be paid or payable out of the capital, the statutory conditions and      requirements shall be observed and complied with and the amount or rate of      commission shall not exceed the rates prescribed by the Act and the      Banking Act. The commission may be paid or satisfied in cash or in shares,      debentures or other securities of the Company or partly in one and partly      in the other. The Company may also, on any issue of shares, debentures or      other securities pay such brokerage as may be lawful. |
|                                                                                                      |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   |   |
| CERTIFICATES                                                                                              |
|                                                                                                      |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   |   |
| Issue of      certificates                                                                                |   | 24.    | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | The      certificates of shares shall be issued in accordance with the provisions      of the Companies (Issue of Share Certificates) Rules,  1960. |
|                                                                                                      |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   |   |
| Delivery of      share certificates                                                                       |   |   | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | Unless      prohibited by any provision of law or of any order of any court, tribunal      or other authority, the Company shall, within three months or such      extended period as may be permitted pursuant to the provisions of the Act      after the allotment of any of its shares, debentures, debenture stock and      within two months after the application for the registration of the      transfer of any such shares, debentures, debentures stock, deliver the      certificates of all shares, debentures, debenture stock allotted or      transferred. |
|                                                                                                      |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   |   |
| Issue of new      certificate in place of one defaced, lost or destroyed.                                 |   | 25.    | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | A certificate      may be renewed or a duplicate of a certificate may be issued if such      certificate : |
|                                                                                                      |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   |
|                                                                                                      |   |   | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | is proved to      have been lost or destroyed; or |
|                                                                                                      |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   |
|                                                                                                      |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | (ii) | having been      defaced or mutilated or torn, is surrendered to the Company;      or |
|                                                                                                      |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   |   |
|                                                                                                      |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | (iii) | has no further      space on the back thereof for endorsement of  transfer. |

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|   | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                          | The manner of      issue or renewal of a certificate or issue of a duplicate thereof, the      form of a certificate (original or renewed) or of a duplicate thereof, the      particulars to be entered in the Register of Members or in the Register of      renewed or duplicate certificates, the form of such Registers, the fee on      payment of which, the terms and conditions, if any, including terms and      conditions as to evidence and indemnity and the payment of out-of-pocket      expenses incurred by the Company in investigating evidence, on which a      certificate may be renewed or a duplicate thereof may be issued, shall be      such as prescribed by the Companies (Issue of Share Certificates) Rules,      1960, or any other Rules in substitution or modification      thereof. |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | Manner of      issue, renewal, etc., of certificate |
|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-----------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                |   |
| 26.    | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                          | If and      whenever, as a result of issue of new shares, the consolidation or      subdivision of shares, any Member becomes entitled to any fractional part      of a share, the Directors may subject to the provisions of the Act and      these presents and to the directions, if any, of the Company in General      Meeting :                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | Fractional  certificates                  |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                |   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                         | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | issue to such      Member fractional certificate or certificates representing such fractional      part. Such fractional certificate or certificates shall not be registered,      nor shall they bear any dividend until exchanged with other fractional      certificates for an entire share. The Directors may, however, fix the time      within which such fractional certificates are to be exchanged for an      entire share and may extend such time and if at the expiry of such time,      any fractional certificates shall be deemed to be cancelled and the      Directors shall sell the shares represented by such cancelled fractional      certificates for the best price reasonably obtainable; or |                                                |   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                |   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                         | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | to sell the      shares represented by all such fractional parts for the best price      reasonably obtainable.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                |   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                |   |
|   | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                          | In the event      of any shares being sold, in pursuance of sub-article (a) (ii) above, the      Directors shall pay and distribute to and amongst the persons entitled, in      due proportion the net sale proceeds thereof.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                |   |
|   | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                          | For the      purpose of giving effect to any such sale, the Directors may authorise any      person to transfer the shares sold to the purchaser thereof, comprised in      any such transfer and he shall not be bound to see to the application of      purchase money nor shall his title to the shares be affected by any      irregularity or invalidity in the proceedings in reference to the      same.                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                |   |
| CALLS  |                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                |   |
| 27.    | The Directors      may from time to time make such calls as they think fit upon the Members      in respect of all moneys unpaid on the shares held by them, respectively,      and not by the conditions of allotment thereof made payable at fixed times      and each Member shall pay the amount of every call so made on him to the      person and at the times and places appointed by the Directors. A call may      be made payable by instalments. |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | Calls                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                |   |
| 28.    | A call shall      be deemed to have been made at the time when the resolution of the      Directors authorising such call was passed and may be made payable by      Members on such date or at the discretion of the Directors on such      subsequent date as shall be fixed by the Directors.                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | Call to date      from resolution                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |

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| Notice of      call                                                               |   | 29.    | Not less than      14 days’ notice of every call shall be given, specifying the time and      place of payment, provided that before the time for payment of such call,      the Directors may by notice in writing to the Members revoke or postpone      the same.                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|-----------------------------------------------------------------------------------|--------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                              |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| Directors may      extend time                                                    |   | 30.    | The Directors      may from time to time, at their discretion, extend the time fixed for the      payment of any call by such Member(s) for such cause as the Directors may      deem fit, but no Member(s) shall be entitled to such extension save as a      matter of grace and favour.                                                                                                                                                                                                                                                                                                                                                                                                                               |
|                                                                              |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| Amount payable      at fixed time or by instalments as calls                      |   | 31.    | If by the      terms of issue of any share or otherwise any amount is made payable at any      fixed time or by instalments at fixed times, whether on account of the      amount of the share or by way of premium, every such amount or instalment      shall be payable as if it were a call duly made by the Directors and of      which due notice has been given and all the provisions herein contained in      respect of calls shall relate to such amount or instalment      accordingly.                                                                                                                                                                                                                      |
|                                                                              |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| When interest      on call or instalment payable                                  |   | 32.    | If the sum      payable in respect of any call or instalment be not paid on or before the      day appointed for payment thereof, the holder for the time being or the      allottee of the share in respect of which a call shall have been made or      the instalment shall be due, shall pay interest on the same at such rate      as the Directors shall fix from time to time from the day appointed for      the payment thereof to the date of actual payment, but the Directors may,      in their absolute discretion, waive payment of such interest wholly or in      part.                                                                                                                                 |
|                                                                              |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| Partial      payment not to preclude forfeiture                                   |   | 33.    | Neither a      judgement nor a decree in favour of the Company for calls or other moneys      due in respect of any shares nor any part payment or satisfaction      thereunder nor the receipt by the Company of a portion of any money which      shall from time to time be due from any Member in respect of any shares      either by way of principal or interest nor any indulgence granted by the      Company in respect of payment of any money shall preclude the forfeiture      of such shares as herein provided.                                                                                                                                                                                          |
|                                                                              |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| Payment in      advance of calls may carry interest                               |   | 34.    | The Directors      may, if they think fit, receive from any Member willing to advance the      same, all or any part of the moneys due upon the shares held by him beyond      the sums actually called up, and upon the moneys so paid in advance or so      much thereof as from time to time exceeds the amount of the calls then      made upon the shares in respect of which such advance has been made the      Company may pay interest at such rate as the Member paying such sum in      advance and the Directors agree upon and the Directors may at any time      repay the amount so advanced upon giving to such Member one monthís notice      in writing.                                          |
|                                                                              |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| Members not      entitled to privileges of membership until all calls are    paid |   | 35.    | No Member      shall be entitled to receive any dividend or to exercise any privilege as      a Member until he shall have paid all calls for the time being due and      payable on every share held by him whether alone or jointly with any      person, together with interest and expenses, if any.                                                                                                                                                                                                                                                                                                                                                                                                                 |
|                                                                              |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| Evidence in      action by Company against shareholders                           |   | 36.    | On the trial      or hearing of any action or suit brought by the Company against any Member      or his legal representatives for the recovery of any moneys claimed to be      due to the Company in respect of his shares, it shall be sufficient to      prove that the name of the Member, in respect of whose shares the moneys      are sought to be recovered, is entered in the Register of Members as a      Member/one of the Members at or any subsequent date on which the moneys      sought to be recovered are alleged to have become due on the shares and      that the resolution making the call is duly recorded in the Minute book      and the notice of such call was duly given to the  Member, |

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|                                | holder or      joint-holder or his legal representatives sued in pursuance of these      presents. It shall not necessary to prove the appointment of Directors who      made such call, nor that the quorum of Directors was present at the Board      at which any such call was made nor that the Meeting at which any such      call was made had been duly convened or constituted nor any other matter      whatsoever but the proof of the matters aforesaid shall be conclusive      evidence of the debt.                                                                                                                                                                                                                                                                                                                                                              |   |                                                                                    |
|-------------------------------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|-----------------------------------------------------------------------------------------|
|                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   |                                                                                    |
| FORFEITURE,      SURRENDER AND LIEN |
|                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   |                                                                                    |
| 37.                                 | If any Member      fails to pay the whole or any part of any call or instalment or any money      due in respect of any share(s) either by way of principal or interest on      or before the day appointed for the payment of the same, the Directors may      at any time thereafter during such time as the call or instalment or any      part thereof or other moneys remain unpaid or a judgement or decree in      respect thereof remains unsatisfied in whole or in part serve a notice on      such Member or on the person (if any) entitled to the share(s) by      transmission requiring him to pay such call or instalment or such part      thereof or other moneys as remain unpaid together with any interest that      may have accrued and all expenses (legal or otherwise) that may have been      incurred by the Company by reason of such non-payment. |   | If call or      instalment not paid, notice must be given                               |
|                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   |                                                                                    |
| 38.                                 | The notice      shall name a day not being less than 14 days from the date of the notice      and the place or places on and at which such call or instalment or such      part or other moneys as aforesaid and such interest and expenses as      aforesaid are to be paid. The notice shall also state that in the event of      non-payment at or before the time and at the place appointed the share(s)      in respect of which the call was made or instalments is payable will be      liable to be forfeited.                                                                                                                                                                                                                                                                                                                                                         |   | Form of      notice                                                                     |
|                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   |                                                                                    |
| 39.                                 | If the      requisition of any such notice as aforesaid is not complied with any of      the share(s) in respect of which such notice has been given may, at any      time thereafter before payment of all calls or instalments, interest and      expenses or the money due in respect thereof, be forfeited by a resolution      of the Directors to that effect. Such forfeiture shall include all      dividends declared in respect of the forfeited share(s) and not actually      paid before the forfeiture.                                                                                                                                                                                                                                                                                                                                                           |   | In default of      payment, shares may be forfeited                                     |
|                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   |                                                                                    |
| 40.                                 | When any      share(s) shall have been so forfeited an entry of the forfeiture with the      date thereof shall be made in the Register of Members.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |   | Entry of      forfeiture on Register of Members                                         |
|                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   |                                                                                    |
| 41.                                 | Any share(s)      so forfeited shall be deemed to be the property of the Company and may be      sold, re-allotted or otherwise disposed of either to the original holder      thereof or to any other person upon such terms and in such manner as the      Directors shall think fit.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |   | Forfeited      shares to be property of the Company and may be sold,  etc               |
|                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   |                                                                                    |
| 42.                                 | The Directors      may at any time before any share(s) so forfeited shall have been sold,      re-allotted or otherwise disposed of, annul the forfeiture thereof upon      such conditions as they think fit.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |   | Power to annul      forfeiture                                                          |
|                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   |                                                                                    |
| 43.                                 | The forfeiture      of share(s) shall involve the extinction at the time of the forfeiture, of      all interest in and all claims and demand against the Company in respect      of the share(s) and all other rights incidental to the share(s), except      only such of those rights as by these presents are expressly      saved.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |   | Effect of      forfeiture                                                               |
|                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   |                                                                                    |
| 44.                                 | Any Member      whose share(s) has/have been forfeited shall, notwithstanding the      forfeiture, be liable to pay and shall forthwith pay to the Company all      calls, instalments, interest, expenses and other moneys owing upon or in      respect of such shares at the time of the forfeiture together with further      interest thereon from the time of the                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |   | Shareholders      liable to pay money and interest owing at the time of      forfeiture |
|                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   |                                                                                    |

----

|                                                                   |   |   | forfeiture      until payment at such rate as the Directors may determine and the      Directors may enforce the payment of the whole or a portion thereof if      they think fit but shall not be under any obligation to do    so.                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|------------------------------------------------------------------------|--------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                   |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| Certificate of      forfeiture                                         |   | 45.    | A certificate      in writing under the hand of any Director or the Secretary or such other      person as may be authorised from time to time that the call in respect of      share(s) was made and that the forfeiture of share(s) was made, by a      resolution of the Directors to that effect, shall be conclusive evidence      of the fact stated therein as against all persons entitled to such      share.                                                                                                                                                                                                                                                |
|                                                                   |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| Title of      purchaser and allottee of forfeited share                |   | 46.    | The Company      may receive consideration, if any, given for the share(s) on any sale, re-      allotment or other disposition thereof and the person to whom such      share(s) is sold, re-allotted or disposed of may be registered as the      holder of the share(s) and shall not be bound to see to the application of      the consideration, if any, nor shall his title to the share(s) be affected      by any irregularity or invalidity in the proceedings in reference to the      forfeiture, sale, re-allotment or other disposal of the      share(s).                                                                                              |
|                                                                   |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| Cancellation      of share certificates in respect of forfeited shares |   | 47.    | Upon sale,      re-allotment or other disposal under the provisions of these presents, the      certificate or certificates originally issued in respect of the relative      share(s) shall (unless the same shall on demand by the Company have been      previously surrendered to it by the defaulting Member) stand cancelled      automatically and become null and void and of no effect and the Directors      shall be entitled to issue a new certificate or certificates in respect of      such share(s) to the person(s) entitled thereto.                                                                                                               |
|                                                                   |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| Application of      forfeiture provisions                              |   | 48.    | The provisions      of these Articles as to the forfeiture shall apply in the case of      nonpayment of any sum which by terms of issue of share(s) become payable      at a fixed time, as if the same had been payable by virtue of a call duly      made or notified.                                                                                                                                                                                                                                                                                                                                                                                             |
|                                                                   |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| Company’s lien      on shares                                    |   | 49.    | The Company      shall have no lien on its fully-paid shares. In the case of partly paidup      shares, the Company shall have a first and paramount lien on every share      for all moneys that remain unpaid together with any interest that may have      accrued and all expenses (legal or otherwise) that may have been incurred      by the Company by reason of non-payment of calls. Any such lien shall      extend to all dividends from time to time declared in respect of such      shares. Unless otherwise agreed, the registration of a transfer of shares      shall operate as a waiver of the Company’s lien, if any, on such      shares. |
|                                                                   |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| As to      enforcing lien by sale                                      |   | 50.    | For the      purpose of enforcing such lien, the Directors may sell the shares subject      thereto in such manner as they think fit, but no sale shall be made unless      some sum in respect of which the lien exists is presently payable nor      until notice in writing of the intention to sell shall have been served on      such Member or the person (if any) entitled by transmission to the shares      and default shall have been made by him in payment of the sum presently      payable for 14 days after such notice.                                                                                                                             |
|                                                                   |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| Application of      proceeds of sale                                   |   | 51.    | The net      proceeds of any such sale after payment of the costs of such sale shall be      applied in or towards the satisfaction of the debt or liability in respect      whereof the lien exists so far as the same is presently payable and the      residue (if any) paid to the Member or the person (if any) entitled by      transmission to the shares so sold. Provided that the amount so paid to      such Member or person shall not exceed the amount received by the Company      from such Member or person towards such shares.                                                                                                                     |
|                                                                   |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| Surrender of      shares                                               |   | 52.    | The Directors      may, subject to the provisions of the Act, accept a surrender of any      share(s) from or any Member desirous of surrendering on such terms as they      think fit.                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |

----

| TRANSFER      AND TRANSMISSION OF SHARES |
|------------------------------------------|
|                                     |   |   |   |
| 53.                                      | The Company      shall keep a book to be called the ‘Register of Transfers’ and therein      shall fairly      and distinctly enter the particulars of every transfer or transmission of      any share. |   | Register of      transfers |
|                                     |   |   |   |
| 54.                                      | The Company      shall not register a transfer of shares in, or debentures of, the Company,      unless in accordance with the provisions of Section 108 of the Act, a      proper instrument of transfer duly stamped and executed by or on behalf of      the transferor and by or on behalf of the transferee and specifying the      name, address and occupation, if any, of the transferee has been delivered      to the Company along with the certificate relating to the shares or      debentures, or if no such certificate is in existence, along with the      letter of allotment of the shares or debentures. Provided that      where on an application in writing made to the Company by the transferee      and bearing the stamp required for an instrument of transfer, it is proved      to the satisfaction of the Directors that the instrument of transfer      signed by or on behalf of the transferor and by or on behalf of the      transferee has been lost, the Company may register the transfer on such      terms as to indemnity as the Board may think fit. Provided      further that nothing in this Article shall prejudice any power of the      Company to register as shareholder or debenture-holder any person to whom      the right to any shares in, or debentures of, the Company has been      transmitted by operation of law. |   | Transfer not      to be registered except on production of instrument of      transfer |
|                                     |   |   |   |
| 55.                                      | A transfer of      the shares or other interest in the Company of a deceased Member thereof      made by his legal representative shall, although the legal representative      is not himself a Member, be as valid as if he had been a Member at the      time of the execution of the instrument of transfer. |   | Transfer  by  legal      representative |
|                                     |   |   |   |   |
| 56.                                      | (a) | An application      for the registration of a transfer of any share(s), debenture(s) or any      other securities or other interest of a Member in the Company may be made      either by the transferor or by the transferee. |   | Application  for      transfer |
|                                     |   |   |   |   |
|                                     | (b) | Where the      application is made by the transferor and relates to partly paid shares,      the transfer shall not be registered, unless the Company gives notice of      the application to the transferee and the transferee makes no objection to      the transfer within two weeks from the receipt of the    notice. |   |   |
|                                     |   |   |   |   |
|                                     | (c) | For the      purpose of sub-article (b) above, notice to the transferee shall be deemed      to have been duly given if it is despatched by prepaid registered post to      the transferee at the address given in the instrument of transfer and      shall be deemed to have been duly delivered at the time at which it would      have been delivered in the ordinary course of post. |   |   |
|                                     |   |   |   |   |
|                                     | 4(d) | Acquisition of      shares by a person/group which could take in the aggregate his/ her/its      holding to a level of 5 per cent or more of the total paid-up capital of      the Bank (or such other percentage as may be presribed by Reserve Bank of      India from time to time) should be effected by such buyer(s) after      obtaining prior approval of Reserve Bank of India. |   |   |

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| Company’s power to      refuse transfer         |   | 57.    |   | Nothing in      these presents shall prejudice the powers of the Company to refuse to      register the transfer of any shares.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|-----------------------------------------------------------------|--------|--------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                            |   |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |   |
|                                                            |   |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |   |
|                                                            |   |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |   |
| Transferor      liable until the transferee entered on register |   | 58.    |   | The transferor      shall be deemed to remain the holder of such shares until the name of the      transferee is entered in the Register of Members in respect      thereof.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|                                                            |   |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |   |
|                                                            |   |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |   |
|                                                            |   |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |   |
| Directors may refuse      to register transfer        |   | 59.    | (a)    | Notwithstanding      anything contained in Articles 54, 55 and 56 but subject to the provisions      of Section 111 of the Act and subject to the provisions of the Securities      Contracts (Regulation) Act, 1956 and the Rules and Regulations made      thereunder and other applicable laws and the Banking Act, the Directors      may, at their absolute and uncontrolled discretion, decline to register or      acknowledge any transfer of shares and by giving reasons for such refusal      and in particular may so decline in respect of the shares upon which the      Company has a lien or whilst any moneys in respect of the shares desired      to be transferred or any of them remain unpaid and such refusal shall not      be affected by the fact that the proposed transferee is already a Member.      Provided that registration of any transfer shall not be refused on the      ground of the transferor being either alone or jointly with any other      person or persons indebted to the Company on any account      whatsoever.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|                                                            |   |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |   |
|                                                            |   |   | (b)    | Without      prejudice to the foregoing provisions and without limiting in any manner      the generality of the above provisions, the Directors of the Company may,      at their absolute and uncontrolled discretion, refuse to register the      transfer of any shares or other securities of the Company being shares or      securities issued by the Company in favour of any transferee whether      individual, firm, group, constituent of a group, Body Corporate or Bodies      Corporate under the same management or otherwise and whether in his or its      own name or in the name of any other person if the total nominal value of      the shares or other securities intended to be so transferred exceeds, or      together with the total nominal value of any shares or others securities      already held in the Company by such individual, firm, group, constituent      of a group, Body Corporate or Bodies Corporate under the same management      or otherwise will exceed one per cent of the paid-up equity share capital      of the Company or, if the Directors are satisfied that as a result of the      proposed transfer of any shares or securities or block of shares or      securities of the Company, a change in the composition of the Board of      Directors or change in the controlling interest of the Company is likely      to take place and that such change would be prejudicial to the interest of      the Company or to the public interest. For the purpose of this Article,      the Directors of the Company shall be entitled, inter alia, to rely upon      this Article to form its own opinion as to whether such registration of      transfer of any of its shares or other securities exceeding one per cent      of the paid-up equity share capital of the Company should be refused or      not. |
|                                                            |   |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |   |
|                                                            |   |   | (c)    | Notwithstanding      anything to the contrary, the restrictive provisions contained in the      preceding sub-article (b) shall not apply to the transfer of any shares or      other securities made to and representing the own investment of any of the      following :                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|                                                            |   |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |   |
|                                                            |   |   |   | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | public      financial institutions within the meaning of Section 4A of the      Act; |
|                                                            |   |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |   |
|                                                            |   |   |   | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | public sector      banks; |
|                                                            |   |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |   |
|                                                            |   |   |   | (iii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | multilateral      agencies, foreign banks and institutions; and |
|                                                            |   |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |   |
|                                                            |   |   |   | (iv)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | public sector      mutual funds being mutual funds sponsored, promoted or managed by a public      financial institution or a public sectorbank. |

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| 60.    | If the Company      refuses to register the transfer of any shares, it shall, within two      months from the date on which the instrument of transfer is delivered to      the Company, send to the transferee and the transferor notice of the      refusal.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   | Notice of      refusal to transferee and transferor                                                  |
|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |   |                                                                                                 |
| 61.    | Subject to the      provisions of the Act, no transfer shall be made to a person who is of      unsound mind. The Directors may at their absolute discretion approve a      minor, becoming a Member of the Company on such terms as the Directors may      stipulate.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |   | Transfer to      minor, etc.                                                                         |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |   |                                                                                                 |
| 62.    | The instrument      of transfer shall, after registration, be retained by the Company and      shall remain in its custody. All the instruments of transfer which the      Directors may decline to register shall on demand be returned to the      persons depositing the same. The Directors may cause to be destroyed all      transfer deeds lying with the Company after such period as may be      prescribed.                                                                                                                                                                                                                                                                                                                                                                                     |   | Custody of      transfer deeds                                                                       |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |   |                                                                                                 |
| 63.    | The executors      or administrators of a deceased Member or a holder of a Succession      Certificate or other legal representative in respect of shares of a      deceased Member where he was a sole or only surviving holder shall be the      only person whom the Company will be bound to recognise as having any      title to the shares registered in the name of such Member and the Company      shall not be bound to recognise such executors, administrators or holder      unless such executors or administrators shall have first obtained probate      or Letters of Administration or such holder is the holder of a Succession      Certificate or other legal representation as the case may be, from a court      of competent jurisdiction.                                       |   | Title to share      of deceased holder                                                               |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |   |                                                                                                 |
|   | Provided that      in any case where the Directors, at their absolute discretion, think fit,      the Directors may dispense with production of probate or Letters of      Administration or Succession Certificate or other legal representation and      under Article 64 register the name of any person who claims to be      absolutely entitled to the share standing in the name of a deceased Member      as a Member.                                                                                                                                                                                                                                                                                                                                                                            |   |                                                                                                 |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |   |                                                                                                 |
| 64.    | Any person      becoming entitled to any share in consequence of the death, lunacy,      bankruptcy or insolvency of any Member or by any lawful means other than      by a transfer in accordance with these presents, may, with the consent of      the Directors (which they shall not be under any obligation to give) upon      producing such evidence that he sustains the character in respect of which      he proposes to act under this Article or of his title as the Directors      shall require, either be registered as a Member in respect of such shares      or may subject to the regulations as to transfer contained in these      presents transfer such shares to some other person. This Article is in      these presents referred to as the “Transmission Clause”. |   | Registration      of person entitled to shares otherwise than by transfer (Transmission      Clause) |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |   |                                                                                                 |
| 65.    | The Directors      shall have the same right to refuse to register a person entitled by      transmission to any shares or his nominee as if he were the transferee      named in an ordinary transfer presented for registration.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |   | Refusal to      register nominee                                                                     |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |   |                                                                                                 |
| 66.    | Every      transmission of a share shall be verified in such manner as the Directors      may require and the Company may refuse to register any transmission until      the same be so verified or until or unless an indemnity be given to the      Company with regard to such registration which the Directors, at their      discretion, shall consider sufficient, provided nevertheless that there      shall not be any obligation on the Company or the Directors to accept any      indemnity.                                                                                                                                                                                                                                                                                                  |   | Board may      require evidence of transmission                                                      |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |   |                                                                                                 |
| 67.    | A fee not      exceeding the prescribed amount may be charged in respect of the transfer      or transmission to the same party of any number of shares of any class or      denomination                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |   | Fee on      transfer or transmission                                                                 |

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|                                                                                            |   |   | subject to      such maximum on any one transfer or transmission as may from time to time      be fixed by the Directors. Such maximum may be a single fee payable on any      one transfer or on transmission of any number of shares of one class or      denomination or may be on a graduated scale varying with the number of      shares of any one class comprised in one transfer or transmission or may      be fixed in any other manner as the Directors may, at their discretion,      determine. The Directors in their absolute discretion may reduce or waive      any fee payable.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|-------------------------------------------------------------------------------------------------|--------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                            |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |   |
| The Company      not liable for disregard of a notice prohibiting registration of      transfer |   | 68.    | The Company      shall incur no liability or responsibility whatever in consequence of      their registering or giving effect to any transfer of shares made or      purporting to be made by the apparent legal owner thereof (as shown or      appearing in the Register of Members) to the prejudice of persons having      or claiming any equitable right, title or interest to or in the same      shares notwithstanding that the Company may have had notice of such      equitable right, title or interest or notice prohibiting registration of      such transfer, and may have entered such notice or referred thereto in any      book of the Company and the Company shall not be bound or required to      regard or attend or give effect to any notice which may be given to them      of any equitable right, title or interest or be under any liability      whatsoever for refusing or neglecting to do so though it may have been      entered or referred to in some book of the Company but the Company shall      nevertheless be at liberty to regard and attend to any such notice and      give effect thereto, if the Directors shall so think  fit. |
|                                                                                            |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |   |
| CONVERSION      OF SHARES INTO STOCK                                                            |
|                                                                                            |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |   |
| Conversion of      shares into stock and reconversion                                           |   | 69.    | The Company      may, by Ordinary Resolution :                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|                                                                                            |   |   | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | convert any      paid-up shares into stock; and |
|                                                                                            |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |   |
|                                                                                            |   |   | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | reconvert any      stock into paid-up shares of any denomination. |
|                                                                                            |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |   |
| Transfer of      stock                                                                          |   | 70.    | The holders of      stock may transfer the same or any part thereof in the same manner as, and      subject to the same regulations under which, the shares from which the      stock arose might, before the conversion, have been transferred, or as      near thereto as circumstances admit.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|                                                                                            |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |   |
|                                                                                            |   |   | Provided that      the Board may from time to time fix the minimum amount of stock      transferable, so, however, that such minimum shall not exceed the nominal      amount of the shares from which the stock arose.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|                                                                                            |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |   |
| Rights of      stockholders                                                                     |   | 71.    | The holders of      stock shall, according to the amount of stock held by them, have the same      rights, privileges and advantages as regards dividends, voting at meetings      of the Company and other matters, as if they held the shares from which      the stock arose; but no such privilege or advantage (except participation      in the dividends and profits of the Company and in the assets on winding      up) shall be conferred by an amount of stock which would not, if existing      in shares, have conferred that privilege or advantage.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|                                                                                            |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |   |
| Share  regulations      to apply                                                      |   | 72.    | Such of the      regulations of the Company (other than those relating to share warrants)      as are applicable to paid-up shares shall apply to stock and the words,      “share” and “shareholder” in those regulations shall include “stock” and      “stockholder” respectively.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|                                                                                            |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |   |
| INCREASE,      REDUCTION AND ALTERATION OF CAPITAL                                              |
|                                                                                            |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |   |
| Increase of      capital                                                                        |   | 73.    | The Company      may from time to time increase its share capital by issuing new shares,      subject to the provisions of the Banking Regulation Act,    1949.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |

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| 74.    | The new shares      (except such of them as shall be unclassified shares subject to the      provisions of Article 14) shall, subject to the provision of the Act and      these presents, be issued upon such terms and conditions and with such      rights and privileges annexed and in particular such shares may be issued      with a preferential or qualified right to dividends and in distribution of      the assets of the Company. Any preference share so issued shall be      redeemable within such period as may be prescribed.                                                                                                                                                                             |                                                                                                                                                                                                                              | On what      conditions new shares may be issued                                                                                                                                                                                                                                                                                 |
|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                             |   |   |
| 75.    | The new shares      (resulting from an increase of capital as aforesaid) may, subject to the      provision of the Act and these presents, be issued or disposed of by the      Company in General Meeting or by the Directors under their powers in      accordance with the provisions of Articles 12, 13, 14, 15 and the      following provisions:                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                              | Further issue      of capital                                                                                                                                                                                                                                                                                                    |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                             |   |   |
|   | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | (i)                                                                                                                                                                                                                               | such new      shares shall be offered to the persons who, at the date of the offer, are      holders of the equity shares of the Company in proportion, as nearly as      circumstances admit, to the capital paid up on those shares at that      date;                                                                         |   |   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                             |   |   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | (ii)                                                                                                                                                                                                                              | the offer      aforesaid shall be made by notice specifying the number of shares offered      and limiting a time not being less than 15 days from the date of the offer      within which the offer, if not accepted, will be deemed to have been      declined;                                                                |   |   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                             |   |   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | (iii)                                                                                                                                                                                                                             | the offer      aforesaid shall be deemed to include a right exercisable by the persons      concerned to renounce the shares offered to him or any of them in favour      of any other person and the notice referred to in clause (ii) above shall      contain a statement of this right; and                                  |   |   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                             |   |   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | (iv)                                                                                                                                                                                                                              | after the      expiry of the time specified in the notice aforesaid, or on receipt of      earlier intimation from the person to whom such notice is given that he      declines to accept the shares offered, the Board of Directors may dispose      them of in such manner as they think most beneficial to the      Company. |   |   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                             |   |   |
|   | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | Nothing in      clause (iii) of sub-article (a) above shall be deemed;                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                             |   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                             |   |   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | (i)                                                                                                                                                                                                                               | to extend the      time within which the offer should be accepted; or                                                                                                                                                                                                                                                            |   |   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                             |   |   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | (ii)                                                                                                                                                                                                                              | to authorise      any person to exercise the right of renunciation for a second time on the      ground that the person in whose favour the renunciation was first made has      declined to take the shares comprised in the renunciation.                                                                                      |   |   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                             |   |   |
|   | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | Nothing in      Article 75 of these presents shall apply to the increase of the subscribed      capital of the Company caused by the exercise of an option attached to the      debentures issued or loans raised by the Company: |                                                                                                                                                                                                                                                                                                                             |   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                             |   |   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | (i)                                                                                                                                                                                                                               | to convert      such debentures or loans into shares in the Company; or                                                                                                                                                                                                                                                          |   |   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                             |   |   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | (ii)                                                                                                                                                                                                                              | to subscribe      to shares in the Company.                                                                                                                                                                                                                                                                                      |   |   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                             |   |   |
| 76.    | In addition to      and without derogating from the powers for the purpose conferred on the      Directors under Article 15 of the Company in General Meeting may, in      accordance with the provisions of Section 81 of the Act, determine that      any shares (whether forming part of the original capital or of any      increased capital of the Company) shall be offered to such persons      (whether Members or holders of debentures of the Company or not) in such      proportion and on such terms and conditions and either at  a      premium or at par or at a discount, (subject to compliance with the      provisions of Section 79 of the Act) as such General Meeting shall      determine. |                                                                                                                                                                                                                              | Shares under      control of General Meeting                                                                                                                                                                                                                                                                                     |

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| Same as      original capital                                                                                    |   | 77.    | Except so far      as otherwise provided by the conditions of issue or by these presents any      capital raised by the creation of new shares shall be considered part of      the original capital and shall be subject to the provisions herein      contained with reference to the payment of calls and instalments, transfer      and transmission, forfeiture, lien, surrender, voting and      otherwise.                                                                              |
|------------------------------------------------------------------------------------------------------------------|--------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                             |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |   |
| Reduction of      capital                                                                                        |   | 78.    | The Company      may from time to time by Special Resolution reduce its share capital      (including the Capital Redemption Reserve Account, if any) in any way      authorised by law and, in particular, may pay off any paid-up share      capital upon the footing that it may be called up again or otherwise and      may if and so far as necessary alter its Memorandum and Articles of      Association reducing the amount of its share capital and of its shares      accordingly. |
|                                                                                                             |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |   |
| Division and      subdivision of shares                                                                          |   | 79.    | The Company      may in General Meeting by Ordinary Resolution alter the condition of      shares of its Memorandum and Articles of Association as follows      :                                                                                                                                                                                                                                                                                                                              |
|                                                                                                             |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |   |
|                                                                                                             |   |   | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | Consolidate      and divide all or any of its share capital into shares of larger amount      than its existing shares. |
|                                                                                                             |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |   |
|                                                                                                             |   |   | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | Subdivide      shares or any of them into shares of smaller amount than originally fixed      by the Memorandum, subject nevertheless to the provisions of the Act in      that behalf. |
|                                                                                                             |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |   |
|                                                                                                             |   |   | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | Cancel shares      which, at the date of such General Meeting, have not been taken or agreed      to be taken by any person and diminish the amount of its share capital by      the amount of the shares so cancelled. |
|                                                                                                             |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |   |
| Directors’      discretion regarding subdivision                                                           |   | 80.    | The Directors      may, at their absolute discretion, refuse applications for the subdivision      of share certificates, debenture or bond certificates into denominations      of less than the marketable lot except when such subdivision is required      to be made to comply with a statutory provision or an order of a competent      court of law.                                                                                                                                   |
|                                                                                                             |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |   |
| Company may      purchase its own shares                                                                         |   | 5 80A  |  The Company may purchase its own shares in the manner provided for      in Section 77A of the Act.                                                                                                                                                                                                                                                                                                                                                                                       |
|                                                                                                             |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |   |
| MODIFICATION      OF CLASS RIGHTS                                                                                |
|                                                                                                             |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |   |
| Power to      modify rights of different classes of shareholders and the rights of      dissentient shareholders |   | 81.    | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | If, at any      time, the share capital of the Company is divided into different classes      of shares, the rights and privileges attached to the shares of any class      may, subject to the provisions of the Act, and whether or not the Company      is being wound up, be varied, modified, commuted, affected or abrogated      with the consent in writing of the holders of not less than three-fourths      of the issued shares of that class or with the sanction of a Special      Resolution passed at a separate meeting of the holders of the issued      shares of that class. |
|                                                                                                             |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |   |
|                                                                                                             |   |   | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | This Article      is not to derogate from any power the Company would have had if this      Article were omitted and the right of the dissentient shareholders being      holders of not less in the aggregate than 10 per cent of the issued shares      of that class, being persons who did not consent to or vote in favour of      the Resolution for the variation, to apply to the Court to have the      variations or modifications cancelled as provided in Section 107 of the      Act. |

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| 5 | Article 80A has been inserted      pursuant to the Order dated March 7, 2002 of the High Court of Gujarat at      Ahmedabad in connection with the amalgamation of ICICI Limited, ICICI      Capital Services Limited and ICICI Personal Financial Services Limited      with ICICI BankLimited. |
|---|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

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| 82.    | Where      two or more persons are registered as the holders of any share, they shall      be deemed to hold the same as joint tenants with      benefits of survivorship, subject to the following and other provisions      contained in these presents |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | Joint-holders |
|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|---------------|
|   |                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |          |
|   | (a)                                                                                                                                                                                                                                                       | The Company      shall be entitled to decline to register more than three persons as the      joint-holders of any share.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |          | Company      may refuse to register more than three persons |
|   |                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |          |   |   |
|   | (b)                                                                                                                                                                                                                                                       | The      joint-holders of any share shall be liable severally as well as jointly      for and in respect of all calls and other payments which ought to be made      in respect of such share.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |          | Joint and      several liability for all payments in respect of      shares |
|   |                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |          |   |   |
|   | (c)                                                                                                                                                                                                                                                       | On      the death of any such joint-holder, the survivor or survivors shall      be the      only person or persons recognised by the Company as having any title to      the share but the Directors may require such evidence of death as they may      deem fit and nothing herein contained shall be taken to release the estate      of a deceased joint-holder from      any liability on shares held by him jointly with any other person.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |          | Title      of survivors  |
|   |                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |          |   |   |
|   | (d)                                                                                                                                                                                                                                                       | Any one of      such joint-holders may give effectual receipts for any dividends or other      moneys payable in respect of such share.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |          | Receipt      of one joint-holder sufficient  |
|   |                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |          |   |
|   | (e)                                                                                                                                                                                                                                                  | Only the      person whose name stands first in the Register of Members as one of the      joint-holders of any share shall be entitled to delivery of the      certificate relating to such share or to receive notice (which expression      shall be deemed to include all documents mentioned in Article 191) from      the Company and any notice given to such person shall be deemed notice to      all the joint-holders.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |          | Delivery      of certificates and giving notice to first-named    holder |
|   |                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |          |   |
|   | (f)                                                                                                                                                                                                                                                       | Any one of two      or more joint-holders may vote at any meeting, either personally or by      attorney or by proxy, in respect of such share as if he were solely      entitled thereto and if more than one of such joint holders be present at      any meeting personally or by proxy or by attorney then, that one of such      persons so present whose name stands first or higher (as the case may be)      in the Register in respect of such share shall alone be entitled to vote      in respect thereof but the other or others of the joint-holders shall be      entitled to be present at the meeting, provided always that a joint-holder      present at any meeting personally shall be entitled to vote in preference      to a joint-holder present by attorney or by proxy although the name of      such joint-holder present by attorney or proxy stands first or higher (as      the case may be) in the Register in respect of such shares. Several      executors or administrators of a deceased Member in whose (deceased      Member’s) sole name any share stands shall, for the purpose of this      clause, be deemed joint-holders.  |          | Votes      of joint-holders  |

| 83.  | Subject      to the relevant provisions of the Act, the Board of Directors may from      time to time, by a resolution passed      at a meeting of the Board, borrow moneys and may generally raise and      secure the payment of such sum or sums in such manner and upon such terms      and conditions in all respects as they think fit and in particular by the      issue of bonds, perpetual or redeemable      debentures or debenture stock or any mortgage or charge or other security      on the undertaking or the whole or any part of |   | Power      to borrow  |
|-----------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|----------------------------|

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|                                                                                    |   |      | the      property of the Company      (both present and future) including its uncalled capital for the time      being.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|-----------------------------------------------------------------------------------------|--------|-----------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                    |   |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|                                                                                    |   |      | Provided      that the Directors shall not borrow moneys, where moneys to be borrowed      together with the moneys borrowed by the Company, apart from temporary      loans obtained in its      ordinary course of business and except as otherwise provided hereafter,      shall exceed the aggregate of the paid-up capital of the Company and its      free reserves, that is to say, reserves not set apart for any specific      purpose.                                                                                                                                                                                                                                                                       |
|                                                                                    |   |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|                                                                                    |   |      | Provided,      however, that :                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|                                                                                    |   |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |   |
|                                                                                    |   |      | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | nothing      contained hereinabove shall apply to any sums of moneys borrowed by the      Company from any other banking companies or from the Reserve Bank of      India, State Bank of India or any other bank established by or under any      law for the time being in force;   |
|                                                                                    |   |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |   |
|                                                                                    |   |      | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | acceptance      by the Company in the ordinary course of business of deposits of moneys      shall not be deemed to be borrowing of moneys by the Company for the      purpose aforesaid. |
|                                                                                    |   |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |   |
|                                                                                    |   |      | Provided,      further, that the Company shall not create:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|                                                                                    |   |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |   |
|                                                                                    |   |      | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | charge upon      any unpaid capital of the Company; and  |
|                                                                                    |   |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |   |
|                                                                                    |   |      | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | a floating      charge on the undertaking or any property of the Company or any part      thereof unless the creation of such floating charge is certified in      writing by the Reserve Bank of India as provided in the Banking      Act.  |
|                                                                                    |   |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |   |
| Bonds,      debentures, etc.,      to be subject to the      control of Directors  |   | 84.       |  Any bonds, debentures,      debenture stock or other securities issued or to be issued by the      Company shall be under the control of the Directors who may issue them      upon such      terms and conditions      and in such manner and for such consideration as they shall      consider to be for the benefit of the Company.                                                                                                                                                                                                                                                                                                                                                                           |
|                                                                                    |   |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| Securities may      be assignable free from equities                                    |   | 85.       | Debentures,      debenture stock, bonds or other securities may be made assignable free      from any equities between the Company and the person to whom the same may      be issued.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|                                                                                    |   |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| Issue of      bonds, debentures, etc., at discount, etc. or with special      privilege |   | 86.  | Subject to the      provision of the said Acts, any bonds, debentures, debenture stock or      other securities may be issued at a discount, premium or at par and with      any special privileges as to redemption, surrender, drawing, allotment of      shares, appointment of Directors or otherwise.                                                                                                                                                                                                                                                                                                                                                                                                                   |
|                                                                                    |   |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| Mortgage of      uncalled capital                                                  |   | 87.  | If any      uncalled capital of the Company is included in or charged by any mortgage      or other security, the Directors may authorise the person in whose favour      such mortgage or security is executed or any other person in trust for him      to make calls on the Members in respect of such uncalled capital and the      provisions hereinbefore contained in regard to calls shall mutatis      mutandis apply to calls made under such authority and such authority may      be made exercisable either conditionally or unconditionally and either      presently or contingently and either to the exclusion of the Directors      power or otherwise and shall be assignable if expressed so to      be. |
|                                                                                    |   |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| Register of      charges                                                           |   | 88.  | The Directors      shall cause a proper register to be kept in accordance with the provisions      of Section 143 of the Act of all mortgages and charges specifically      affecting the property of the Company and shall duly comply with the      requirements of the Act in regard to registration of mortgages and charges      and in regard to inspection tobe                                                                                                                                                                                                                                                                                                                                                  |

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|   | given to      creditors or Members of the Register of Charges and of copies of      instruments creating charges. Such sum as may be prescribed by the Act      shall be payable by any person other than a creditor or Member of the      Company for each inspection of the Register of      Charges. |   |   |
|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|--------|

| 89.       | The Company      shall, in each year, hold, in addition to any other meetings, a general      meeting which shall be styled as its  Annual General      Meeting  in accordance with the provisions of Section 166 of the      Act.                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | Annual General      Meeting                          |
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|      |                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                 |
| 90.  | All general      meetings other than Statutory General Meeting and the Annual General      Meetings shall be called Extraordinary General Meetings.                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | Extraordinary      General Meeting              |
|      |                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                 |
| 91.  | The Board of      Directors may, whenever they think fit, and shall, on the requisition of      such number of Members of the Company as is specified in sub-article (c)      of this Article forthwith proceed and call an Extraordinary General      Meeting of the Company and in case of such requisition the following      provisions shall apply: |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | Calling of      Extraordinary General Meetings  |
|      |                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                 |
|      | (a)                                                                                                                                                                                                                                                                                                                                                      | The      requisition shall set out the matters for the consideration of which the      meeting is to be called, shall be signed by the requisitionists and shall      be deposited at the Registered Office of theCompany.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                 |   |
|      |                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                 |   |
|      | (b)                                                                                                                                                                                                                                                                                                                                                      | The      requisition may consist of several documents in like form, each signed by      one or more requisitionists.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                 |   |
|      |                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                 |   |
|      | (c)                                                                                                                                                                                                                                                                                                                                                      | The number of      Members entitled to requisition a meeting with regard to any matter shall      be such number of them as hold at the date of the deposit of the      requisition, not less than one-tenth of such of the paid-up capital of the      Company as at that date carries the right of voting in regard to that      matter.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                 |   |
|      |                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                 |   |
|      | (d)                                                                                                                                                                                                                                                                                                                                                      | Where two or      more distinct matters are specified in the requisition, the provisions of      sub-article (c) above shall apply separately in regard to each such matter      and the requisition shall accordingly be valid only in respect of those      matters in regard to which the condition specified in that sub-article is      fulfilled.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                 |   |
|      |                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                 |   |
|      | (e)                                                                                                                                                                                                                                                                                                                                                      | If the Board      does not, within 21 days from the date of the deposit of a valid      requisition in regard to any matters, proceeds duly to call a meeting for      the consideration of those matters on a day not later than 45 days from      the date of the deposit of the requisition, the meeting may be called by      the requisitionists themselves or by such of the requisitionists as      represent either a majority in value of the paid-up share capital held by      all of them or not less than one-tenth of such of the paid-up share      capital of the Company as is referred to in sub-article (c) above,      whichever is less. However, for the purpose of this sub-article, the      Directors shall, in the case of a meeting at which a resolution is to be      proposed as a Special Resolution, give such notice thereof as is required      by the Act. |                                                 |   |
|      |                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                 |   |
|      | (f)                                                                                                                                                                                                                                                                                                                                                      | A meeting      called under sub-article (e) above by the requisitionists or any of      them:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                 |   |
|      |                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                 |   |

|   |   | (i)  | shall be      called in the same manner, as nearly as possible, as that in which      meetings are to be called by the Board, but  |   |   |
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|                                                                                      |   |      |                                                        | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | shall not be      held after the expiration of three months from the date of the deposit of      the requisition.                                                                                                                                                 |
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|                                                                                      |   |      |                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                              |
|                                                                                      |   |      |                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | Provided that      nothing contained in clause (ii) of sub-article (f) shall be deemed to      prevent a meeting duly commenced before the expiry of the period of three      months aforesaid, from adjourning to some day after the expiry of that      period. |
|                                                                                      |   |      |                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                              |
|                                                                                      |   |      | (g)                                                    | Where two or      more persons hold any share or interest in the Company jointly,      requisition or a notice calling a meeting, signed by one or some only of      them shall, for the purposes of this Article have the same force and      effect as if it had been signed by all of    them.                                                                                                                                                                                                                                                                                              |
|                                                                                      |   |      |                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                              |
|                                                                                      |   |      | (h)                                                    | Any reasonable      expense incurred by the requisitionists by reason of the failure of the      Board to call a meeting shall be repaid to the requisitionists by the      Company and any sum so repaid shall be retained by the Company out of any      sums due or to become due from the Company by way of fees or other      remuneration for their services to such of the Directors as were in      default.                                                                                                                                                                           |
|                                                                                      |   |      |                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                              |
| Notice of      Meeting                                                                    |   | 92.  | (a)                                                    | A General      Meeting of the Company may be called by giving not less than 21 day s      notice in writing.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|                                                                                      |   |      |                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                              |
|                                                                                      |   |      | (b)                                                         | A General      Meeting may be called after giving shorter notice than that specified in      sub-article (a) above if consent is accorded  thereto                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|                                                                                      |   |      |                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|                                                                                      |   |      | (i)                                                         | in the case of      an Annual General Meeting by all the Members entitled to vote thereat;      and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|                                                                                      |   |      |                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|                                                                                      |   |      | (ii)                                                        | in the case of      any other meeting by Members of the Company holding not less than 95 per      cent of such part of the paid-up share capital of the Company gives a      right to vote at the meeting.                                                                                                                                                                                                                                                                                                                                                                                          |
|                                                                                      |   |      |                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                              |
|                                                                                      |   |      |                                                        | Provided that      where any Members of the Company are entitled to vote only on some      resolution or resolutions to be moved at a Meeting and not on the others,      those Members shall be taken into account for the purposes of this      sub-article in respect of the former resolution or resolutions and not in      respect of the latter.                                                                                                                                                                                                                                             |
|                                                                                      |   |      |                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                              |
| Contents and      manner of service of notice and persons on whom it is to be      served |   | 93.  | (a)                                                    | Every notice      of a meeting of the Company shall specify the place and the day and hour      of the meeting and shall contain a statement of the business to be      transacted thereat.                                                                                                                                                                                                                                                                                                                                                                                                         |
|                                                                                      |   |      |                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|                                                                                      |   | (b)  | Notice of      every meeting of the Company shall be given: |
|                                                                                      |   |      |                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|                                                                                      |   |      | (i)                                                         | to every      Member of the Company, in any manner authorised by subsections (1) to (4)      of Section 53 of the Act;                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|                                                                                      |   |      |                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|                                                                                      |   |      | (ii)                                                        | to the persons      entitled to a share in consequence of the death or insolvency of a Member      by sending it through the post in a prepaid letter addressed to them by      name or by the title of representatives of the deceased or assignees of      the insolvent or by any like description, at the address, if any, in India      supplied for the purpose by the persons claiming to be so entitled or      until such an address has been so supplied, by giving the notice in any      manner in which it might have been given if the death or insolvency had      not occurred; and |

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|      |      | (iii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | to the Auditor      or Auditors for the time being of the Company in the manner      authorised by Section 53 of the Act in the case of any Member or Members of      the Company.                                    |                                                                               |   |
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|      |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                  |                                                                               |   |
|      | (c)       | The accidental      omission to give notice to or the non-receipt of notice by any      Member or      other person to whom it should be given shall not invalidate the      proceedings at      the meeting.                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                  | Omission to      give notice not to invalidate the proceedings at the      meeting |
|      |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                  |                                                                               |   |
| 94.  | (a)       | In the case of      an Annual General Meeting, all business to be transacted at the meeting      shall be deemed special, with the exception of business relating      to:                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                  | Business at      the Annual General Meeting                                        |
|      |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                  |                                                                               |   |
|      |      | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | the      consideration of accounts, Balance Sheet and reports of the Board      of Directors      and Auditors;                                                                                                       |                                                                               |   |
|      |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                  |                                                                               |   |
|      |      | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | the      declaration of a dividend;                                                                                                                                                                                   |                                                                               |   |
|      |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                  |                                                                               |   |
|      |      | (iii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | the      appointment of Directors in the place of those retiring;      and                                                                                                                                       |                                                                               |   |
|      |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                  |                                                                               |   |
|      |      | (iv)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | the      appointment of and the fixing of remuneration of the      Auditors                                                                                                                                      |                                                                               |   |
|      |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                  |                                                                               |   |
|      | (b)  | In the case of      any other meeting, all business shall be deemed      special.                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                  |                                                                               |
|      |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                  |                                                                               |   |
|      | (c)  | Where any      items of business to be transacted at the meeting are deemed to be special as      aforesaid, there shall be annexed to the notice of the meeting a statement      setting out all material facts concerning each such item of business,      including in particular the nature of the concern or interest, if any,      therein, of every Director and the Manager, if any.                                                                                                                                              |                                                                                                                                                                                                                  | Explanatory      Statement to be annexed to the notice                             |
|      |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                  |                                                                               |
|      |      | Provided that      where any item of special business as aforesaid to be transacted at a      meeting of the Company relates to, or affects any other company, the      extent of shareholding interest in that other company of every Director      and the Manager, if any, of the Company shall also be set out in the      statement if the extent of such shareholding interest is not less than 20      per cent of the paid-up share capital of that other      company.                                                      |                                                                                                                                                                                                                  |                                                                               |
|      |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                  |                                                                               |   |
|      | (d)  | Where any item      of business consists of the according of approval to any document by      the meeting, the time and place where the document can be      inspected      shall be specified in the statementaforesaid.                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                  |                                                                               |
|      |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                  |                                                                               |   |
| 95.  | (a)       | A resolution      shall be an Ordinary Resolution when at a General Meeting of which the      notice required under the Act has been duly given, the votes cast (whether      on a show of hands, or on a poll, as the case may be), in favour of the      resolution (including the casting vote, if any, of the Chairman) by      Members who, being entitled so to do, vote in person or where proxies are      allowed, by proxy, exceed the votes, if any, cast against the resolution      by Members so entitled and voting.  |                                                                                                                                                                                                                  | Ordinary and      Special Resolutions                                              |
|      |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                  |                                                                               |   |
|      | (b)  | A resolution      shall be a Special Resolution when:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                  |                                                                               |
|      |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                  |                                                                               |   |
|      |      | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | the intention      to propose the resolution as a Special Resolution has been duly      specified in the notice calling the General Meeting or      otherintimation      given to the Members of the resolution  |                                                                               |   |
|      |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                  |                                                                               |   |
|      |      | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | the notice      required under the Act has been duly given of the General Meeting;      and                                                                                                                      |                                                                               |   |
|      |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                  |                                                                               |   |
|      |      | (iii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | the votes cast      in favour of the resolution (whether on a show of hands, or on a poll, as      the case may be), by Members who, being entitled so      to                                                   |                                                                               |   |

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|   |   |   |   | do, vote in      person, or where proxies are allowed, by proxy, are not less than three      times the number of the votes, if any, cast against the resolution by      Members so entitled andvoting. |
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| Resolutions      requiring Special Notice |   | 96.    | (a)    | Where, by any      provisions contained in the Act or in these presents, Special Notice is      required of any resolution, notice of the intention to move the resolution      shall be given to the Company not less than 14 days before the meeting at      which it is to be moved, exclusive of the day on which the notice is      served or deemed to be served and the day of the      meeting. |
|                                      |   |   |   |   |
|                                      |   |   | (b)    | The Company      shall, immediately after the notice of the intention to move any such      resolution has been received by it, give its Members notice of the      resolution in the same manner as it gives notice of the meeting, or if      that is not practicable, shall give them notice thereof, either by      advertisement in a newspaper having an appropriate circulation or in any      other mode allowed by these presents, not less than seven days before the      meeting. |

| Quorum at      General Meeting                                |   | 97.  | Five members      personally present shall be a quorum for a General Meeting and no business      shall be transacted at any General Meeting unless the requisite quorum be      present when the meeting proceeds to business.                                                                                                                                                                                                                                                                                                                                                                                                                                            |
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| Business      confined to election of Chairman whilst chair vacant |   | 98.       | No business      shall be discussed at any General Meeting except the election of a      Chairman whilst the Chair is vacant.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|                                                               |   |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |   |
| Chairman of General      Meeting                              |   | 99.  | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | The Chairman,      if any, of the Board shall preside as Chairman at every General Meeting of      the Company.  |
|                                                               |   |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |   |
|                                                               |   |      | 6(b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | If there be no      Chairman or if at any meeting he shall not be present within 15 minutes      after the time appointed for holding such meeting, or is unwilling to act,      the Managing Director shall be entitled to act as the Chairman of such      meeting failing which the Non-Rotational Directors present may choose one      of their number to act as Chairman of the meeting and in default of their      doing so, the Members present shall choose one of the Directors to take      the Chair and if no Directors present be willing to take the Chair, the      Members present shall choose one of their number to be the Chairman of the      meeting.  |
|                                                               |   |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |   |
| Proceedings      when quorum not present                      |   | 100.      | If within half      an hour from the time appointed for the General Meeting, a quorum be not      present, the meeting, if convened on the requisition of shareholders,      shall be dissolved and in any other case, shall stand adjourned to the      same day in the next week, at the same time and place or to such other day      and at such other time and place as the Directors may determine. If at      such adjourned meeting also, a quorum, be not present within half an hour      from the time appointed for holding the meeting, the Members present shall      be a quorum and may transact the business for which the meeting was      called.  |

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| 6 | The following      Article 99(b) has been replaced by the above new Article 99(b) pursuant to      the Order dated March 7, 2002 of the High Court of Gujarat at Ahmedabad in      connection with the amalgamation of ICICI Limited, ICICI Capital Services      Limited and ICICI Personal Financial Services Limited with ICICI Bank      Limited. |
|---|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | 99(b) | If there is no      such Chairman, or if he is not present within 15 minutes after the time      appointed for holding the meeting or is unwilling to act as Chairman of      the meeting, then the Directors present at the meeting shall elect one of      the ICICI Directors referred to in Article 128 to be Chairman of the      meeting and failing which, the Members present and voting shall choose one      of their Members to be Chairman of themeeting. |
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| 101.   | (a)       | The Chairman      may, with the consent of any meeting at which a quorum is present, and      shall, if so directed by the meeting, adjourn the meeting from time to      time, and from place to place. |   | Adjournment of      meeting |
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|   |      |                                                                                                                                                                                                     |   |                        |
|   | (b)       | No business      shall be transacted at any adjourned meeting other than the business left      unfinished at the meeting from which the adjournment took      place.                                    |   |                        |
|   |      |                                                                                                                                                                                                     |   |                        |
|   | (c)  | When a meeting      is adjourned for more than 30 days, notice of the adjourned meeting shall      be given as in the case of an original    meeting.                                               |   |                        |
|   |      |                                                                                                                                                                                                     |   |                        |
|   | (d)  | Save as      aforesaid, it shall not be necessary to give any notice of the adjournment      or of the business to be transacted at an adjourned    Meeting.                                             |   |                        |

| 102.       | At any General      Meeting a resolution put to the vote of the meeting shall be decided      on a show of      hands unless a poll is (before or on the declaration of the result of the      show of hands)      demanded in the manner hereinafter mentioned and unless a poll is      so demanded, a      declaration by the Chairman that a resolution has, on a show of      hands, been      carried unanimously or by a particular majority or lost and an entry to      that effect in      the book of the proceedings of the Company shall be conclusive evidence of      the fact, without proof of the number of proportion of the votes recorded      in favour of      or against such resolution. |                                                                                                                                                                                                                                                                                                                                                                         | What is to be      evidence of the passing of resolution where poll not      demanded |
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|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                         |                                                                                  |
| 103.  | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | Before or on      the declaration of the result of the voting on any resolution on a show of      hands, 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 Member or Members present in person or by proxy and      holding shares in the Company: |                                                                                  | Demand for      poll  |

|   |   | (i)   | which confer a      power to vote on the resolution not being less than one - tenth of the      total voting power in respect of the resolution; or  |   |   |
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|   |   |       |                                                                                                                                                      |   |   |
|   |   | (ii)  | on which an      aggregate sum of not less than Rs. 50,000/- has been paid      up.                                                                  |   |   |
|   |   |       |                                                                                                                                                      |   |   |

|       | (b)                                                                                                                                                                                                                                                                        | The demand for      a poll may be withdrawn at any time by the person who made the      demand.                                                                                    |                                             |                           |
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|       |                                                                                                                                                                                                                                                                       |                                                                                                                                                                               |                                             |                           |
| 104.  | (a)                                                                                                                                                                                                                                                                        | If a poll is      demanded on the election of a Chairman or on a question of adjournment, it      shall be taken forthwith and without adjournment.                                |                                             | Time of taking      poll  |
|       |                                                                                                                                                                                                                                                                       |                                                                                                                                                                               |                                             |                           |
|       | (b)                                                                                                                                                                                                                                                                        | A poll      demanded on any other question shall be taken at such time not being later      than 48 hours from the time when the demand was made, as the Chairman may      direct. |                                             |                           |
|       |                                                                                                                                                                                                                                                                       |                                                                                                                                                                               |                                             |                           |
| 105.       | On a poll      taken at a meeting of the Company, a Member entitled to more than one vote      or his proxy or other person entitled to vote for him as the case may be,      need not, if he votes, use all his votes or cast in the same way all the      votes he uses. |                                                                                                                                                                               | Right of      Member to use his votesdifferently |

|   |      |                                                                                                                                                                                                                                                        |   |                     |
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| 106.   | (a)       | Where a poll      is to be taken, the Chairman of the meeting shall appoint two scrutineers      to scrutinise the votes given on the poll and to report thereon to      him.                                                                               |   | Scrutineers at      poll |
|   |      |                                                                                                                                                                                                                                                        |   |                     |
|   | (b)       | The Chairman      shall have power, at any time before the result of the poll is declared,      to remove a scrutineer from office and to fill vacancies in the office of      the scrutineer arising from such removal or from any other      cause.       |   |                     |
|   |      |                                                                                                                                                                                                                                                        |   |                     |
|   | (c)  | Of the two      scrutineers appointed under this Article, one shall always be a Member      (not being an officer or employee of the Company) present at the meeting,      provided that such a Member is available and willing to be      appointed.  |   |                     |
|   |      |                                                                                                                                                                                                                                                        |   |                     |

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| Manner of      taking poll and result thereof  |   | 107.  | (a)  | Subject to the      provisions of the Act, the Chairman of the meeting shall have power to      regulate the manner in which a poll shall be  taken. |
|-----------------------------------------------------|--------|------------|-----------|------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                |   |       |      |                                                                                                                                                 |
|                                                |   |       | (b)  | The result of      the poll shall be deemed to be the decision of the meeting on the      resolution on which the poll was taken.                    |
|                                                |   |       |      |                                                                                                                                                 |

| Motion how      decided in case of equality of votes              |   | 108.       | In the case of      an equality of votes, whether on a show of hands or on a poll, the      Chairman of the meeting at which the show of hands takes place or at which      the poll is demanded, shall be entitled to a casting vote in addition to      his own vote or votes to which he may be entitled as a      Member.                                                                                                                                                                                                                                                                                                                                |
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|                                                              |   |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| Demand for      poll not to prevent transaction of other business |   | 109.       | The demand for      a poll shall not prevent the continuance of a meeting for the transaction      of any business other than the question on which the poll has been      demanded.                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|                                                              |   |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| Minutes of      General Meetings                             |   | 110.       | The Company      shall cause Minutes of all proceedings of General Meetings to be entered      in books kept for that purpose. The Minutes of each meeting shall contain      a fair and correct summary of the proceedings thereat. All appointments of      officers made at any of the meetings shall be included in the Minutes of      the meeting. Any such Minutes, if purporting to be signed by the Chairman      of the meeting at which the proceedings took place or in the event of      death or inability of that Chairman, by a Director duly authorised by the      Board for the purpose, shall be evidence of the      proceedings.  |
|                                                              |   |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| Inspection of      Minutes Books                                  |   | 111.  | The books      containing Minutes of proceedings of General Meetings of the Company shall      be kept at the Registered Office of the Company and shall be open to the      inspection of any Member without charge, between 11 a.m. and 1 p.m. on all      working days.                                                                                                                                                                                                                                                                                                                                                                              |
|                                                              |   |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| Copies of      Minutes                                       |   | 112.  | Any Member      shall be entitled to be furnished within the prescribed period after he      has made a request in that behalf to the Company with a copy of any      Minutes referred to above on payment of such sum as may be prescribed by      the Act.                                                                                                                                                                                                                                                                                                                                                                                            |

| Votes                                       |   | 7113.  | (a)                                                                                                                                                                                                                                                                                           | on a show of      hands, every Member present in person shall have one vote;      and                                                                                                                                                                                                        |
|--------------------------------------------------|--------|-------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                             |   |        |                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                              |
|                                             |   |        | (b)                                                                                                                                                                                                                                                                                           | on a poll, the      voting rights of Members shall be as provided in Section 87 of the Act,      but will be subject to the ceiling of ten per cent of the total voting      rights or such      other percentage as may be stipulated by Section 12(2) of the Banking      Regulation Act.  |
|                                             |   |        |                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                              |
| Voting by      Members of unsound      mind |   | 114    | A Member of      unsound mind or in respect of whom an order has been made by any court      having jurisdiction in lunacy may vote, whether on a show of hands or on a      poll, by his committee or other legal guardian and any such committee or      guardian may, on a poll, vote by proxy. |
|                                             |   |        |                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                              |
| Voting by Body      Corporates              |   | 115.        | A Body      Corporate (whether a company within the meaning of the Act or not) may, if      it is a Member, by resolution of its Board of Directors or other governing      body authorise such person as it thinks fit to act as its representative      at any meeting of the Company            |

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| 7   | The following      Article 113 has been replaced by the above new Article 113 pursuant to the      Order dated March 7, 2002 of the High Court of Gujarat at Ahmedabad in      connection with the amalgamation of ICICI Limited, ICICI Capital Services      Limited and ICICI Personal Financial Services Limited with ICICI Bank      Limited 113. Subject to any rights or restrictions for the time being      attached to any class or classes ofshares: |
|---------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | (a)   | on a show of      hands, every Member present in person shall have one vote, and shall be      governed by the ceiling one per cent of the total voting rights as      stipulated by Section 12 (2) of the Banking Regulation Act;      and |
|--------|-----------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | (b)   | on a poll, the      voting rights of Members shall be as provided by Section 87 of the Act,      but will be subject to the restrictions and limitations as prescribed by      or under the Banking RegulationAct. |
|--------|-----------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

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|       | in accordance      with the provisions of Section 187 of the Act. The production at the      meeting of a copy of such resolution duly signed by one Director of such      Body Corporate or by a member of its governing body and certified by him      as being a true copy of the resolution shall on production at the meeting      be accepted by the Company as sufficient evidence of the validity of his      appointment.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                      |                                                     |
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|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                      |                                                     |
| 116.       | Any person      entitled under the Transmission Clause to transfer any shares may vote at      the General Meetings in respect thereof as if he was the registered holder      of such shares provided that atleast 48 hours before the time of holding      the meeting or adjourned meeting as the case may be at which he proposes      to vote he shall satisfy the Directors of his right to transfer such      shares unless the Directors shall have previously admitted his right to      vote at such meeting in respect thereof.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                      | Votes in      respect of shares of deceased Members      |
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                      |                                                     |
| 117.  | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | Any Member of      the Company entitled to attend and vote at a meeting of the Company shall      be entitled to appoint another person (whether a Member 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. |                                                     | Qualification      of proxy  |
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                      |                                                     |   |
|       | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | In every      notice calling a meeting of the Company, there shall appear with      reasonable prominence a statement that a Member entitled to attend and      vote is entitled to appoint a proxy to attend and vote instead of himself      and that a proxy need not be a Member.                     |                                                     |   |
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                      |                                                     |   |
| 118.       | Votes may be      given either personally or by attorney or by proxy or, in the case of a      Body Corporate, by a representative duly authorised as      aforesaid.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                      | Votes may be      given by proxy or attorney             |
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                      |                                                     |
| 119.       | Every      instrument of proxy whether for a specified meeting or otherwise shall be      in writing under the hand of the appointer or his attorney authorised in      writing or if such appointer is a Body Corporate, under its Common Seal or      the hand of an officer or an attorney duly authorised by it and shall, as      nearly as circumstances will admit, be in the form specified in Schedule      IX of the Act.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                      | Execution of      instrument of proxy                    |
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                      |                                                     |   |
| 120.  | No person      shall act as proxy unless the instrument of his appointment and the power      of attorney or other authority, if any, under which it is signed or a      notarially certified copy of that power or authority shall have been      deposited at the Office at least 48 hours before the time for holding the      meeting at which the person named in the instrument of proxy proposes to      vote and in default the instrument appointing the proxy shall not be      treated as valid. No attorney shall be entitled to vote unless the power      of attorney or other instrument appointing him as attorney or a notarially      certified copy thereof has either been registered in the records of the      Company at any time not less than 48 hours before the time of the meeting      at which the attorney proposes to vote or is deposited at the Office not      less than 48 hours before the time of such meeting as aforesaid.      Notwithstanding that a power of attorney or other authority has been      registered in the records of the Company, the Company may by notice in      writing addressed to the Member or the attorney at least seven days before      the date of a meeting require him to produce the original Power of      Attorney or authority and unless the same is thereupon deposited with the      Company not less than 48 hours before the time fixed for the meeting the      attorney shall not be entitled to vote at such meeting unless the      Directors, at their absolute discretion, excuse such non-production and      deposit. Every Member entitled to vote at a meeting of the Company or on      any resolution to be moved thereat shall be entitled during the period      beginning 24 hours before the time fixed for the commencement of the      meeting and ending with the conclusion of the meeting to inspect the      proxies lodged at any time during the business hours of the Company      provided that not less than three days notice in writing of the intention      so to inspect is given to the Company. |                                                                                                                                                                                                                                                                                                      | Deposit of instrument of      appointment and inspection |

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| Custody of the      instrument                                                   |   | 121.       | If any such      instrument of appointment be confined to the object of appointing a proxy      or substitute for voting at meetings of the Company, it shall remain      permanently or for such time as the Directors may determine, in the      custody of the Company and if embracing other objects a copy thereof,      examined with the original, shall be delivered to the Company to remain in      the custody of the Company.                                                    |
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|                                                                             |   |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| Validity of      votes given by proxy notwithstanding death of Member,      etc. |   | 122.       | A vote given      in accordance with the terms of an instrument of proxy shall be valid      notwithstanding the previous death of the principal or revocation of the      proxy or of any Power of Attorney under which such proxy was signed or the      transfer of the share in respect of which the vote is given, provided that      no intimation in writing of the death, revocation or transfer shall have      been received at the Office of the Company before the      meeting. |
|                                                                             |   |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| Time for      objections to votes                                           |   | 123.  | No objection      shall be made to the validity of any vote except at the meeting or poll at      which such vote shall be tendered and every vote whether given personally      or by proxy not disallowed at such meeting or poll, shall be deemed valid      for all purposes of such meeting or poll      whatsoever.                                                                                                                                                               |
|                                                                             |   |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| Chairman of      any meeting to be the judge of validity of any      vote   |   | 124.  | The Chairman      of any meeting shall be the sole judge of the validity of every vote      tendered at such meeting. The Chairman present at the taking of a poll      shall be the sole judge of the validity of every vote tendered at such      poll.                                                                                                                                                                                                                               |
|                                                                             |   |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| Equal rights      of Members                                                |   | 125.  | Any Member      whose name is entered in the Register of Members of the Company shall      enjoy the same rights and be subject to the same liabilities as all other      Members of the sameclass.                                                                                                                                                                                                                                                                                     |

| Number of      Directors            |   | 8126.       | Until      otherwise determined by a General Meeting, the number of Directors shall      not be less than three or more than 21 excluding the Government Director      (referred to in Article 128A) and the Debenture Director (referred to in      Article 129) (if any).              |
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|                                |   |        |                                                                                                                                                                                                                                                                                     |
| First      Directors                |   | 127.   | The persons      hereinafter named are the First Directors of the  Company:                                                                                                                                                                                                              |
|                                |   |        |                                                                                                                                                                                                                                                                                     |   |
|                                |   |        | (a)                                                                                                                                                                                                                                                                                      | Shri      Parampally Vasudeva Maiya |
|                                |   |        |                                                                                                                                                                                                                                                                                     |   |
|                                |   |        | (b)                                                                                                                                                                                                                                                                                      | Shri Girish      Sumanlal Mehta |
|                                |   |        |                                                                                                                                                                                                                                                                                     |   |
|                                |   |        | (c)                                                                                                                                                                                                                                                                                 | Shri      Sethumadhava Rao Ragothaman  |
|                                |   |        |                                                                                                                                                                                                                                                                                     |   |
|                                |   |        | The First      Directors shall retire at the first Annual General      Meeting.                                                                                                                                                                                                     |
|                                |   |        |                                                                                                                                                                                                                                                                                     |   |
| Non-rotational      Directors  |   | 9128.  | Not more than      one-third of the total number of Directors shall be non-rotational      Directors and, except for the Debenture Director and the Government      Director, such non-rotational Directors (hereinafter referred to as the      “Non-Rotational Directors”) |

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|  8 | The following Article 126 has      been replaced by the above new Article 126 pursuant to the Order dated      March 7, 2002 of the High Court of Gujarat at Ahmedabad in connection with      the amalgamation of ICICI Limited, ICICI Capital Services Limited and      ICICI Personal Financial Services Limited with ICICI Bank  Limited                                               |
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|    | 126.                                                                                                                                                                                                                                                                                                                                                                                       | Until otherwise determined by a      General Meeting, the number of Directors shall not be less than three or      more than 12. |
|  9 | The following Article 128 has      been replaced by above new article 128 as also a new article 128A has been      inserted pursuant to the Order dated March 7, 2002 of the High Court of      Gujarat at Ahmedabad in connection with the amalgamation of ICICI Limited,      ICICI Capital Services Limited and ICICI Personal Financial Services      Limited with ICICI Bank Limited. |
|    | 128.                                                                                                                                                                                                                                                                                                                                                                                       | (a)  | One-third of      the total number of Directors shall be non-retiring Directors and, except      for the Debenture Director, such non-rotational Directors (including      Executive Chairman or Chairman and Managing Director or Nonexecutive      Chairman, Managing Director) hereinafter referred to as the “ICICI      Directors/Nominee Directors” shall be appointed by ICICI. The balance      Directors shall be persons whose period of office is liable to      determination by rotation and subject to the provisions of the Act, and      shall be appointed by the Company in General      Meeting.  |
|    | (b)                                                                                                                                                                                                                                                                                                                                                                                        | (i)  | ICICI shall      have the power to remove the Nominee Directors from office, with or      without cause, and in the event of vacancy being caused in such office, by      death, disability, resignation, removal or otherwise, to appoint another      or others in the place(s) falling vacant;  and  |
|    |                                                                                                                                                                                                                                                                                                                                                                                       | (ii)  | any      appointment or removal of a Nominee Director shall be by a notice in      writing addressed to the Company and the appointment or removal shall take      effect forthwith upon such notice being delivered to the      Company.  |
|    | (c)                                                                                                                                                                                                                                                                                                                                                                                        | The Board of      Directors of the Company shall have no power to remove from office any      Nominee Director. |
|    | (d)                                                                                                                                                                                                                                                                                                                                                                                        | Subject to the      provisions of the Act and rules framed thereunder, the Company shall pay      the Nominee Directors, sitting fees and reimbursement of expenses and      other fees and commission or reimbursement to which other Directors of the      Company are entitled and pay or reimburse to ICICI any expenses that may      be incurred by ICICI or such Nominee Directors in connection with their      appointment or directorship. |

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|       | shall be      appointed by the Board of Directors of the Company. The remaining      Directors shall be persons whose period of office is liable to      determination by rotation and subject to the provisions of the Act shall      be appointed by the Company in General Meeting.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                               |                          |
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|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                               |                          |   |
| 9128A.     | During such      time as the Guarantee Agreement dated March 14, 1955 or the Guarantee      Agreement dated July 15, 1959 or the Guarantee Agreement dated October 28,      1960 or the Guarantee Agreement dated February 28, 1962, between the      President of India and The International Bank for Reconstruction and      Development shall remain in force the President of India shall have the      right from time to time to appoint one person as a Director of the Company      and to remove such person from office and on a vacancy being caused in      such office from any cause whether by resignation, death, removal or      otherwise to appoint a Director in the vacant place. The Company shall be      entitled to agree with the President of India for the appointment of a      Director of the Company by the President of India as contemplated by this      Article in respect of any future advance or advances by the Government of      India or in respect of any guarantee or guarantees that may be given by      the Government of India in connection with the Company’s future borrowings      from The International Bank for Reconstruction and Development or any      other financial institution. The Director appointed under this Article is      herein referred to as “the Government Director” and the term “Government      Director” means the Director for the time being in office under this      Article. The Government Director shall not be liable to retire by rotation      or be removed from office except by the President of India as aforesaid.      Subject as aforesaid the Government Director shall be entitled to the same      rights and privileges and be subject to the same obligations as any other      Director of the Company. |                                                                                                                                                                                                                                                                                                                                               |                          |
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                               |                          |   |
| 129.       | Any trust      documents covering the issue of debentures or bonds of the Company may      provide for the appointment of a Director (in these presents referred to      as the “Debenture Director”) for and on behalf of the holders of the      debentures or bonds for such period as is therein provided not exceeding      the period for which the debentures/bonds or any of them shall remain      outstanding and for the removal from office of such Debenture Director and      on a vacancy being caused whether by resignation, death, removal or      otherwise for appointment of a Debenture Director in the vacant place. The      Debenture Director shall not be liable to retire by rotation or be removed      from office except provided as aforesaid.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                               | Debenture      Director  |
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                               |                          |   |
| 130.  | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | The Board of      Directors may appoint an Alternate Director to act for a Director      (hereinafter in this Article called the ‘Original Director’), at his      suggestion or otherwise, during his absence for a period of not less than      three months from the state in which meetings of the Board are ordinarily      held. |                          | Alternate      Director  |
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                               |                          |   |
|       | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | An Alternate      Director appointed under sub-article (a) above, shall not hold office as      such for period longer than permissible to the Original Director in whose      place he has been appointed and shall vacate office if and when      the                                                                                       |                          |   |

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| 9      | The following      Article 128 has been replaced by above new article 128 as also a new      article 128A has been inserted pursuant to the Order dated March 7, 2002      of the High Court of Gujarat at Ahmedabad in connection with the      amalgamation of ICICI Limited, ICICI Capital Services Limited and ICICI      Personal Financial Services Limited with ICICI Bank    Limited. |
|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   | 128.                                                                                                                                                                                                                                                                                                                                                                                     | (a)  | One-third of      the total number of Directors shall be non-retiring Directors and, except      for the Debenture Director, such non-rotational Directors (including      Executive Chairman or Chairman and Managing Director or Nonexecutive      Chairman, Managing Director) hereinafter referred to as the “ICICI      Directors/Nominee Directors” shall be appointed by ICICI. The balance      Directors shall be persons whose period of office is liable to      determination by rotation and subject to the provisions of the Act, and      shall be appointed by the Company in General  Meeting. |
|   | (b)                                                                                                                                                                                                                                                                                                                                                                                      | (i)  | ICICI shall      have the power to remove the Nominee Directors from office, with or      without cause, and in the event of vacancy being caused in such office, by      death, disability, resignation, removal or otherwise, to appoint another      or others in the place(s) falling vacant; and |
|   |                                                                                                                                                                                                                                                                                                                                                                                          | (ii)  | any      appointment or removal of a Nominee Director shall be by a notice in      writing addressed to the Company and the appointment or removal shall take      effect forthwith upon such notice being delivered to the      Company. |
|   | (c)                                                                                                                                                                                                                                                                                                                                                                                      | The Board of Directors of the      Company shall have no power to remove from office any Nominee Director. |
|   | (d)                                                                                                                                                                                                                                                                                                                                                                                      | Subject to the      provisions of the Act and rules framed thereunder, the Company shall pay      the Nominee Directors, sitting fees and reimbursement of expenses and      other fees and commission or reimbursement to which other Directors of the      Company are entitled and pay or reimburse to ICICI any expenses that may      be incurred by ICICI or such Nominee Directors in connection with their      appointment or directorship. |

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|                                                                                                             |   |         |      | Original      Director returns to the state in which meetings of the Board are      ordinarily held.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
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|                                                                                                             |   |         |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|                                                                                                             |   |         | (c)  | If the term of      office of the Original Director is determined before he so returns to the      state aforesaid, any provision for the automatic re-appointment of      retiring Directors in default of another appointment shall apply to the      Original and not to the AlternateDirector.                                                                                                                                                                                                                                                                                                                                                                                                |
|                                                                                                             |   |         |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| Share      qualification                                                                                         |   | 131.         | (a)  | No Director      shall be required to hold any qualification shares of the      Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|                                                                                                             |   |         |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|                                                                                                             |   |         | (b)  | No person      shall be qualified to be a Director if his appointment is in contravention      of any law or guideline in force or if by amendment of any law or      guideline, his continuance in office is in contravention of such law or      guideline, he shall immediately vacate his office; on such vacation he      shall not be entitled to any compensation.                                                                                                                                                                                                                                                                                                                         |
|                                                                                                             |   |         |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| Remuneration of Directors                                                                                        |   | 132.         |      | The fees payable to a Director      for attending a meeting of the Board or Committee thereof shall be decided by the      Board of Directors from time to time within the limits as may be      prescribed by the Act or the Central Government. 10No Director who is a Government      servant shall be entitled to receive any remuneration under this Article      or other provisions of these presents except as authorised by the      Government.                                                                                                                                                                                                                                              |
|                                                                                                             |   |         |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|                                                                                                             |   | 10132A  |      | Subject to the      provisions of Article 132 in the case of a Government servant, the      Directors may allow and pay to any Director who is not a bona fide      resident of the place where a meeting is held and who shall come to such      place for the purpose of attending a meeting such sum as the Directors may      consider fair compensation for travelling, hotel and other expenses in      addition to his remuneration as above specified and the Directors may from      time to time fix the remuneration to be paid to any member or members of      their body constituting a committee appointed by the Directors in terms of      these presents and may pay the same.  |
|                                                                                                             |   |         |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|                                                                                                             |   | 10132B  |      | Subject to the      provisions of Article 132 in the case of a Government servant if any      Director, being willing, shall be called upon to perform extra services or      to make any special exertions in going out or residing at a particular      place or otherwise for any of the purposes of the Company, the Company may      remunerate such Director either by fixed sum or otherwise as may be      determined by the Directors and such remuneration may be either in      addition to or in substitution for his remuneration above      provided.                                                                                                                               |
|                                                                                                             |   |         |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|                                                                                                             |   |         |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|                                                                                                             |   |         |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|                                                                                                             |   |         |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| Directors not      bona fide residents of the place where a meeting is held, may receive      extra compensation |   | 133.         |      | The Directors      may allow and pay to any Director who is not a bona fide resident of the      place where a meeting is held and who shall come to such place for the      purpose, of attending a meeting such sum as the Directors may consider      fair compensation for travelling, hotel and other expenses in addition to      his remuneration as above specified and the Directors may fix the      remuneration to be paid to any member or members of their body      constituting a Committee appointed by the Directors in terms of these      presents and may pay the same.                                                                                                           |
|                                                                                                             |   |         |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| Extra      remuneration to Directors for special work                                                            |   | 134.         |      | Subject to the      provision of the said Acts, if any Director, being willing, shall be      called upon to perform extra services or to make any special exertions in      going out or residing at a particular place or otherwise for any of the      purposes of the Company, the Company may remunerate such Directors either      by a fixed sum or otherwiseas                                                                                                                                                                                                                                                                                                                            |

----

| 10 | The above      sentence starting with the words  No Directors  and      ending with the words  authorised by the      Government  has been inserted in Article 132 as also new      Articles 132A and 132B have been inserted pursuant to the Order dated      March 7, 2002 of the High Court of Gujarat at Ahmedabad in connection with      the amalgamation of ICICI Limited, ICICI Capital Services Limited and      ICICI Personal Financial Services Limited with ICICI Bank      Limited. |
|----|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

----

|       | may be      determined by the Directors and such remuneration may be either in      addition to or in substitution for his remuneration above      provided.                                                                                                                                                                                                                                                                                                                      |                                                  |                                                                                                                                                                                                                                                                                                                               |
|------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-------------------------------------------------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                  |                                                                                                                                                                                                                                                                                                                               |
| 135.       | The Directors      shall have the power at any time and from time to time to appoint, subject      to the provisions of these presents, any person as an Additional Director      to the Board but so that the total number shall not at any time exceed the      maximum number fixed for the Board but any Director so appointed shall      hold office only up to the date of the next Annual General Meeting of the      Company and shall then be entitled for re-election.  |                                                  | Additional      Director                                                                                                                                                                                                                                                                                                           |
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                  |                                                                                                                                                                                                                                                                                                                               |
| 136.  | If the office      of any Director appointed by the Company in General Meeting is vacated      before his term of office expires in the normal course, the resulting      casual vacancy may be filled by the Board of Directors at a meeting of the      Board and the Director so appointed shall hold office only up to the date      up to which the Director in whose place he is appointed would have held      office if it had not been vacated.                          |                                                  | Casual      vacancy                                                                                                                                                                                                                                                                                                           |
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                  |                                                                                                                                                                                                                                                                                                                               |   |
| 137.       | Subject to the      provisions of the Act, the continuing Directors may act notwithstanding      any vacancy in their body, but so that if the number falls below the      minimum number fixed the Directors shall not, except in emergencies or for      the purpose of filling up vacancies or for summoning a General Meeting of      the Company, act so long as the number is below the minimum and they may      so act notwithstanding the absence of a necessary quorum. |                                                  | Directors may      act notwithstanding vacancy                                                                                                                                                                                                                                                                                     |
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                  |                                                                                                                                                                                                                                                                                                                               |   |
| 138.       | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | The office of      a Director shall become vacant if: |                                                                                                                                                                                                                                                                                                                               | Office of      Directors becoming vacant |
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                  |                                                                                                                                                                                                                                                                                                                               |   |
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | (i)                                                   | he is found to      be of unsound mind by a court of competent jurisdiction;      or                                                                                                                                                                                                                                               |   |   |
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                  |                                                                                                                                                                                                                                                                                                                               |   |   |
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | (ii)                                                  | he applies to      be adjudicated an insolvent; or                                                                                                                                                                                                                                                                                 |   |   |
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                  |                                                                                                                                                                                                                                                                                                                               |   |   |
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | (iii)                                                 | he is adjudged      an insolvent; or                                                                                                                                                                                                                                                                                               |   |   |
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                  |                                                                                                                                                                                                                                                                                                                               |   |   |
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | (iv)                                             | he is      convicted by a court of any offence involving moral turpitude and      sentenced in respect thereof to imprisonment for not less than six months;      or                                                                                                                                                          |   |   |
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                  |                                                                                                                                                                                                                                                                                                                               |   |   |
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | (v)                                              | he fails to      pay any call in respect of shares held by him alone or jointly with others      within six months from the last date fixed for the payment of the call      unless the Central Government has, by notification in the Official      Gazette, removed the disqualification incurred by such failure;      or  |   |   |
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                  |                                                                                                                                                                                                                                                                                                                               |   |   |
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | (vi)                                                  | he absents      himself from three consecutive Meetings of the Directors or from all      Meetings of the Directors for a continuous period of three months,      whichever is longer, without leave of absence from the Board of Directors;      or                                                                          |   |   |
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                  |                                                                                                                                                                                                                                                                                                                               |   |   |
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | (vii)                                            | he (whether by      himself or by any person for his benefit or on his account) or any firm in      which he is a partner or any private company of which he is a Director,      accepts a loan or guarantee or security for a loan from the Company in      contravention of Section 295 of the Act; or                      |   |   |
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                  |                                                                                                                                                                                                                                                                                                                               |   |   |
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | (viii)                                           | he acts in      contravention of Section 299 of the Act; or                                                                                                                                                                                                                                                                   |   |   |
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                  |                                                                                                                                                                                                                                                                                                                               |   |   |
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | (ix)                                             | he becomes      disqualified by an order of the court under Section 203 of the Act;      or                                                                                                                                                                                                                                   |   |   |
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                  |                                                                                                                                                                                                                                                                                                                               |   |   |
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | (x)                                              | he is removed      in pursuance of Section 284 of the Act; or                                                                                                                                                                                                                                                                 |   |   |

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|                                                   |   |   |      | (xi)                                                                                                                                                                                                                                                                                                                                                                | he resigns      office by notice in writing addressed to the Company or to the Directors;      or                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|--------------------------------------------------------|--------|--------|-----------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                   |   |   |      |                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|                                                   |   |   |      | (xii)                                                                                                                                                                                                                                                                                                                                                               | having been      appointed a Director by virtue of his holding any office or other      employment in the Company, he ceases to hold such office or other      employment in the Company; or                                                                                                                                                                                                                                                                                                                                                                       |
|                                                   |   |   |      |                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|                                                   |   |   |      | (xiii)                                                                                                                                                                                                                                                                                                                                                              | he becomes      disqualified under Article 131 (b); or                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|                                                   |   |   |      |                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|                                                   |   |   |      | (xiv)                                                                                                                                                                                                                                                                                                                                                               | he is      disqualified for being appointed as a Director under any of the provisions      of either of the said Acts.                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|                                                   |   |   |      |                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| Period from      which disqualification to take effect |   |   | (b)  | Notwithstanding      anything in clauses (iii), (iv) and (ix) of sub-article (a) above, the      disqualification referred to in those clauses shall not take      effect:                                                                                                                                                                                          |
|                                                   |   |   |      |                                                                                                                                                                                                                                                                                                                                                                |
|                                                   |   |   |      | (i)                                                                                                                                                                                                                                                                                                                                                                 | for 30 days      from the date of adjudication or sentence or order;    or                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|                                                   |   |   |      |                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|                                                   |   |   |      | (ii)                                                                                                                                                                                                                                                                                                                                                                | where any      appeal or petition is preferred within 30 days aforesaid against the      adjudication, sentence or conviction resulting in the sentence or order      until the expiry of seven days from the date on which such appeal or      petition is disposed of; or                                                                                                                                                                                                                                                                                        |
|                                                   |   |   |      |                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|                                                   |   |   |      | (iii)                                                                                                                                                                                                                                                                                                                                                          | where, within      the seven days aforesaid, any further appeal or petition is preferred in      respect of the adjudication, sentence, conviction or order and the appeal      or petition, if allowed, would result in the removal of the      disqualification, until such further appeal or petition is disposed      of.                                                                                                                                                                                                                                 |
|                                                   |   |   |      |                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| Disclosure of      interest by Director                |   | 139.   | (a)  | Every Director      of the Company who is in any way, whether directly or indirectly,      concerned or interested in a contract or arrangement or proposed contract      or arrangement entered into or to be entered into, by or on behalf of the      Company, shall disclose the nature of his concern or interest at a Meeting      of the Board of Directors. |
|                                                   |   |   |      |                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|                                                   |   |   | (b)  | (i)                                                                                                                                                                                                                                                                                                                                                            | In the case of      a proposed contract or arrangement, the disclosure required to be made by      a Director under sub-article (a) above shall be made at the meeting of the      Board at which the question of entering into contract or arrangement is      first taken into consideration or if the Director was not, at the date of      that meeting, concerned or interested in the proposed contract or      arrangement at the first meeting of the Board held after he becomes so      concerned or interested;                                    |
|                                                   |   |   |      |                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|                                                   |   |   |      | (ii)                                                                                                                                                                                                                                                                                                                                                           | in the case of      any other contract or arrangement, the required disclosure shall be made      at the first meeting of the Board held after the Director becomes      concerned or interested in the contract or arrangement.                                                                                                                                                                                                                                                                                                                                   |
|                                                   |   |   |      |                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|                                                   |   |   | (c)  | (i)                                                                                                                                                                                                                                                                                                                                                            | For the      purpose of sub-articles (a) and (b) above, a general notice given to the      Board by a Director, to the effect that he is a Director or a Member of a      specified Body Corporate or is a partner of a specified firm and is to be      regarded as concerned or interested in any contract or arrangement which      may, after the date of the notice, be entered into with that Body      Corporate or firm shall be deemed to be a sufficient disclosure of concern      or interest in relation to any contract or arrangement so      made; |
|                                                   |   |   |      |                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|                                                   |   |   |      | (ii)                                                                                                                                                                                                                                                                                                                                                           | any such      general notice shall expire at the end of the financial year in which it      is given, but may be renewed for further periods of one financial year at      a time, by a fresh notice given in the last month of the financial year in      which it would otherwiseexpire;                                                                                                                                                                                                                                                                    |

----

|   |      | (iii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | no such      general notice and no renewal thereof shall be of effect unless it is      either given at a meeting of the Board or the Director concerned takes      reasonable steps to secure that it is brought up and read at the first      meeting of the Board after it is given.  |                                                                                                                                                                                                                                                                  |   |
|--------|-----------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|
|   |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                  |   |
|   | (d)  | Nothing in      this Article shall be taken to prejudice the operation of any rule of law      restricting a Director of the Company from having any concern or interest      in any contracts or arrangements with the Company.                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                  |
|   |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                  |
|   | (e)  | Nothing in      this Article shall apply to any contract or arrangement entered into or to      be entered into between the Company and any other company where any of the      Directors of the Company or two or more of them together holds or hold not      more than two per cent of the paid-up share capital in the other      company.                                                                                                                                                                        |                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                  |
|   |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                  |
| 140.   | (a)  | No Director of      the Company shall, as a Director, take part in the discussion of, or vote      on, any contract or arrangement entered into or to be entered into, by      Board s proceedings or on behalf of the Company, if he is in any way,      whether directly or indirectly, concerned or interested in the contract or      arrangement; nor shall his presence count for the purpose of forming a      quorum at the time of any such discussion or vote; and if he does vote,      his vote shall be void. |                                                                                                                                                                                                                                                                                          | Interested      Director not to participate or vote in Board  Meetings                                                                                                                                                                                                |
|   |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                  |
|   | (b)  | Sub-article      (a) above shall not apply to:                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                  |
|   |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                  |
|   |      | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | any contract      of indemnity against any loss which the Directors or any one or more of      them may suffer by reason of becoming or being sureties or a surety for      the Company;                                                                                                      |                                                                                                                                                                                                                                                                  |   |
|   |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                  |   |   |
|   |      | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | any contract      or arrangement entered into or to be entered into with a public company or      a private company which is a subsidiary of a public company, in which the      interest of the Director aforesaid consists solely:                                                          |                                                                                                                                                                                                                                                                  |   |
|   |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                  |   |   |
|   |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | ●                                                                                                                                                                                                                                                                                       | in his being a      Director of such company and the holder of not more than shares of such      number or value therein as is requisite to qualify him for appointment as      a Director thereof, he having been nominated as such Director by the      Company, or |   |   |
|   |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                  |   |   |
|   |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | ●                                                                                                                                                                                                                                                                                       | in his being a      member holding not more than two per cent of the paid-up share capital of      such other company.                                                                                                                                           |   |   |
|   |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                  |   |   |
|   |      | 11(iii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | ...      deleted                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                  |   |
|   |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                  |   |   |
|   |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                  |   |   |
| 141.   | (a)  | Subject to the      provisions of the said Acts, these presents and any other law for the time      being in force, a Director of the Company may be or become a Director of      any company promoted by the Company or in which he may be interested as      vendor, member or otherwise and no such Director shall be accountable for      any benefits received as Director or member of such other      company.                                                                                                      |                                                                                                                                                                                                                                                                                          | Director may      be Directors of Companies promoted by the Company                                                                                                                                                                                                   |
|   |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                  |
|   | (b)  | A Director      shall, within 20 days of his appointment to or relinquishment of his      office as Director, Managing Director, Manager or Secretary in any other      Body Corporate, disclose to the Company the particulars relating to his      office in the other Body Corporate which are required to be specified      under Section 303(1) of the Act.                                                                                                                                                           |                                                                                                                                                                                                                                                                                          | Disclosure by      Director on appointment                                                                                                                                                                                                                            |

----

| 11   | The following      Article 140(b) (iii) has been deleted pursuant to the Order dated March 7,      2002 of the High Court of Gujarat at Ahmedabad in connection with the      amalgamation of ICICI Limited, ICICI Capital Services Limited and ICICI      Personal Financial Services Limited with ICICI Bank    Limited. |
|----------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | (iii) | any contract      or agreement entered into or to be entered into with ICICI in which the      interest of a Nominee Director consists solely of his being a Director or      officer of ICICI. |
|--------|-------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

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| Register of      Directors, etc.                                   |   |   | (c)    | The Company      shall enter the aforesaid particulars in a Register kept for the purpose      in conformity with Section 303 of the Act.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|--------------------------------------------------------------------|--------|--------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                               |   |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| Director to      give notice of his shareholdings                  |   |   | (d)    | A Director      shall give notice in writing to the Company of his holding of shares and      debentures of the Company or its subsidiary, together with such      particulars as may be necessary to enable the Company to comply with the      provision of Section 307 of the Act. If such notice be not given at a      meeting of the Board, the Director shall take all reasonable steps to      secure that it is brought up and read at the next meeting of the Board      after it is given. The Company shall enter particulars of a Director s      holding of shares and debentures as aforesaid in a Register kept for the      purpose in conformity with Section 307 of theAct. |
|                                                               |   |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| Disclosure by      Director of interest in any other company, etc. |   |   | (e)    | If any      Director has any interest in any other company, institution, financial      intermediary or any Body Corporate by virtue of his position as director      or partner or with which he may be associated in any other capacity, then      he shall disclose his interest to the Board of      Directors.                                                                                                                                                                                                                                                                                                                                                                            |

| Directors to      retire annually how determined                      |   | 12142.     | At every      Annual General Meeting of the Company, one third of such Directors for the      time being as are liable to retire by rotation or if their number is not      three or a multiple of three, then the number nearest to one-third, shall      retire from office. The Debenture Directors, the Government Directors and      the Non-Rotational Directors, subject to Article 151, shall not be subject      to retirement under this Article.                                                                                                                                                                                                                    |
|-----------------------------------------------------------------------|--------|------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                  |   |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |   |
| Which      Directors to retire                                   |   | 143.  | The Directors      to retire by rotation at every Annual General Meeting shall be those who      have been longest in office since their last appointment, but as between      persons who became Directors on the same day, those who are to retire      shall (unless they otherwise agree among themselves) be determined by      lot.                                                                                                                                                                                                                                                                                                                                      |
|                                                                  |   |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |   |
| Re-election                                                      |   | 144.  | A retiring      Director shall be eligible for re-election.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|                                                                  |   |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |   |
| Company to      fill up vacancy                                       |   | 145.  | The Company at      the Annual General Meeting at which a Director retires in the manner      aforesaid may fill up the vacated office by appointing the retiring      Director or some other person thereto.                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|                                                                  |   |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |   |
| Retiring      Directors to remain in office till successors appointed |   | 146   | If the place      of the retiring Director is not so filled up and the meeting has not      expressly resolved not to fill the vacancy, the meeting shall stand      adjourned till the same day in the next week, at the same time and place,      or if that day is a public holiday, till the next succeeding day which is      not a public holiday, at the same time and place, and if at the adjourned      meeting also, the place of the retiring Director is not filled up and that      meeting also has not expressly resolved not to fill the vacancy, the      retiring Director shall be deemed to have been re-appointed at the      adjourned meeting, unless: |
|                                                                  |   |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |   |
|                                                                  |   |       | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | at that      meeting or at the previous meeting, a resolution for the re-appointment of      such Director has been put to the meeting and lost; |
|                                                                  |   |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |   |
|                                                                  |   |       | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | the retiring      Director has, by a notice in writing addressed to the Company or the Board      of Directors, expressed his unwillingness to be so      re-appointed; |
|                                                                  |   |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |   |
|                                                                  |   |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |   |

----

| 12   | The following      Article 142 has been replaced by the above new Article 142 pursuant to the      Order dated March 7, 2002 of the High Court of Gujarat at Ahmedabad in      connection with the amalgamation of ICICI Limited, ICICI Capital Services      Limited and ICICI Personal Financial Services Limited with ICICI Bank      Limited. |
|----------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|  | 142.   | At every      Annual General Meeting of the Company other than the first Annual General      Meeting, one-third of such of the Directors for the time being as are      liable to retire by rotation or if their number is not three or a multiple      of three, then the number nearest to one-third, shall retire from office.      The Debenture Directors and the Nominee Directors, subject to Article 151,      shall not be subject to the retirement under this  Article. |
|--|------------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

----

|       | (iii)                                                                                                                                                                                                                                                                           | he is not      qualified or is disqualified for appointment;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                        |                                                                               |
|------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-------------------------------------------------------------|------------------------------------------------------------------------------------|
|       |                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                        |                                                                               |
|       | (iv)                                                                                                                                                                                                                                                                            | a Resolution,      whether Special or Ordinary, is required for his appointment by virtue of      any provisions of the Act;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                        |                                                                               |
|       |                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                        |                                                                               |
|       | (v)                                                                                                                                                                                                                                                                             | the provision      to sub-article (b) or sub-article (c) of Article 147 is applicable to the      case.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                        |                                                                               |
|       |                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                        |                                                                               |
| 147.  | (a)                                                                                                                                                                                                                                                                             | At every      Annual General Meeting of the Company, a motion shall not be made for the      appointment of two or more persons as Directors of the Company by a single      resolution, unless a resolution that it shall be so made has first been      agreed to by the meeting without any vote being given against      it.                                                                                                                                                                                                                                                                                                                                                                                       |                                                        | Appointment of      Directors to be voted on individually                          |
|       |                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                        |                                                                               |
|       | (b)                                                                                                                                                                                                                                                                             | A resolution      moved in contravention of sub-article (a) above shall be void whether or      not objection was taken at the time to its being so moved. Provided that      where a resolution so moved is passed, no provision for the automatic      re-appointment of retiring Director, in default of another appointment      shall apply.                                                                                                                                                                                                                                                                                                                                                                      |                                                        |                                                                               |
|       |                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                        |                                                                               |
|       | (c)                                                                                                                                                                                                                                                                             | For the      purposes of this Article, a motion for approving a person s appointment or      for nominating a person for appointment shall be treated as a motion for      his appointment.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                        |                                                                               |
|       |                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                        |                                                                               |
| 148.  | Subject to the      provisions of Sections 252, 255 and 259 of the Act, the Company may, by      Ordinary Resolution from time to time increase or reduce the number of      Directors.                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | Company may      increase or reduce the number of Directors |
|       |                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                        |
|       | Provided that      any increase in the number of Directors except an increase which is within      the permissible maximum shall not have any effect unless approved by the      Regulatory Agencies whose approval is required under any law for the time      being in force. |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                        |
|       |                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                        |                                                                               |
| 149.  | (a)                                                                                                                                                                                                                                                                        | Subject to the      provisions of the said Acts and these presents, no person, not being a      retiring Director, shall be eligible for election to the office of      Directors at any General Meeting, unless he or some other Member intending      to propose him has, at least 14 days before the meeting, left at the      office of the Company a notice in writing under his hand signifying his      candidature for the office of Director or the intention of such Member to      propose him along with a deposit of such sum as      may be prescribed which shall be refunded to such person or, as the case      may be, to such Member, if the person succeeds in getting elected as a      Director. |                                                        | Right of      persons other than retiring Directors to stand for      Directorship |
|       |                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                        |                                                                               |
|       | (b)                                                                                                                                                                                                                                                                        | The Company      shall inform its Members of the candidature of a person for the office of      Director or the intention of a Member to propose such person as a      candidate for that office by serving individual notices on the Members not      less than seven days before the meeting.                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                        |                                                                               |
|       |                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                        |                                                                               |
|       |                                                                                                                                                                                                                                                                            | Provided that      it shall not be necessary for the Company to serve individual notices upon      the Members as aforesaid if the Company advertises such candidature or      intention not less than seven days before the meeting in at least two      newspapers circulating in the place where the Registered Office of the      Company is located, of which one is published in the English language and      the other in the regional language of that place.                                                                                                                                                                                                                                                 |                                                        |                                                                               |

----

|        |   | (c)  | Every person      (other than a Director retiring by rotation or otherwise or a person who      has left at the office of the Company a notice under Section 257 of the      Act signifying his candidature for the office of a Director) proposed as a      candidate for the office of a Director shall sign and file with the      Company his consent in writing to act as a Director, if      appointed. |
|--------|--------|-----------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |      |                                                                                                                                                                                                                                                                                                                                                                                                          |   |
|   |   | (d)       | The Company      shall ensure that the appointment of Directors of the Company in General      Meeting and 13appointment      of the Non-rotational Directors and their retirement shall be in      accordance with the provisions of the said Acts.                                                                                                                                                          |
|   |   |      |                                                                                                                                                                                                                                                                                                                                                                                                          |   |
|   |   | (e)       | A person,      other than:                                                                                                                                                                                                                                                                                                                                                                                    |
|   |   |      |                                                                                                                                                                                                                                                                                                                                                                                                          |   |
|   |   |      | (i)                                                                                                                                                                                                                                                                                                                                                                                                      | a Director      re-appointed after retirement by rotation or immediately on the expiry of      his term of office; or |
|   |   |      |                                                                                                                                                                                                                                                                                                                                                                                                          |   |
|   |   |      | (ii)                                                                                                                                                                                                                                                                                                                                                                                                     | an Additional      or Alternate Director or a person filling a casual vacancy in the office      of a Director under Section 262 of the Act, appointed as a Director or      re-appointed as an Additional or Alternate Director immediately on the      expiry of his term of office; or |
|   |   |      |                                                                                                                                                                                                                                                                                                                                                                                                          |   |
|   |   |      | (iii)                                                                                                                                                                                                                                                                                                                                                                                                         | a person named      as Director of the Company under this Article as first registered Shall      not act as a Director of the Company unless he has, within 30 days of his      appointment, signed and filed with the Registrar his consent in writing to      act as such Director. |
|   |   |      |                                                                                                                                                                                                                                                                                                                                                                                                          |   |

| Which      Directors to retire |   | 150.   | (a)    | The Company      may subject to the provisions of Section 284 of the Act, by Ordinary      Resolution remove a Director (not being a Debenture Director or a 14Non-Rotational      Director) before the expiry of his period of office.                                                                                                                                                             |
|--------------------------------|--------|--------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                           |   |   |   |                                                                                                                                                                                                                                                                                                                                                                                                |
|                           |   |   | (b)    | Special Notice      shall be required of any resolution to remove a Director under this      Article or to appoint somebody instead of a Director so removed at the      meeting at which he is removed.                                                                                                                                                                                            |
|                           |   |   |   |                                                                                                                                                                                                                                                                                                                                                                                                |
|                           |   |   | (c)    | On receipt of      notice of a resolution to remove a Director under this Article, the      Company shall forthwith send a copy thereof to the Director concerned and      the Director (whether or not he is a Member of the Company) shall be      entitled to be heard on the resolution at the meeting.                                                                                         |
|                           |   |   |   |                                                                                                                                                                                                                                                                                                                                                                                                |
|                           |   |   | (d)    | Where notice      is given of a resolution to remove a Director under this Article and the      Director concerned makes with respect thereto representations in writing      to the Company (not exceeding a reasonable length) and requests their      notification to Members of the Company, the Company shall, unless the      representations are received by it too late for it to do    so: |
|                           |   |   |   |                                                                                                                                                                                                                                                                                                                                                                                                |   |
|                           |   |   |   | (i)                                                                                                                                                                                                                                                                                                                                                                                            | in any notice      of the resolution given to Members of the Company, state the fact of the      representations having been made; and |
|                           |   |   |   |                                                                                                                                                                                                                                                                                                                                                                                                |   |
|                           |   |   |   | (ii)                                                                                                                                                                                                                                                                                                                                                                                           | send a copy of      the representations to every Member of the Company to whom notice of the      meeting is sent (whether before or after receipt  of |

----

| 13   | The      words  nomination of ICICI Directors by ICICI  have      been replaced with the words  appointment of the Non-Rotational      Directors  pursuant to the Order dated March 7, 2002 of the High      Court of Gujarat at Ahmedabad in connection with the amalgamation of ICICI      Limited, ICICI Capital Services Limited and ICICI Personal Financial      Services Limited with ICICI BankLimited. |
|----------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| 14   | The      words  Nominee Director  have been replaced with the      words  Non-Rotational Director  pursuant to the Order      dated March 7, 2002 of the High Court of Gujarat at Ahmedabad in      connection with the amalgamation of ICICI Limited, ICICI Capital Services      Limited and ICICI Personal Financial Services Limited with ICICI Bank      Limited. |
|----------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

----

|   |      | the      representations by the Company) and if a copy of the representation is not      sent as aforesaid because they were received too late or because of the      Companyís default, the Director may (without prejudice to his right to be      heard orally) require that the representations shall be read out at the      meeting.                                                                                                                                                                                                       |   |   |
|--------|-----------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|--------|
|   |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |   |   |
|   |      | Provided that,      copies of the representations need not be sent out and the representations      need not be read out at the meeting, if on the application either of the      Company or of any other person who claims to be aggrieved, the Company Law      Board is satisfied that the rights conferred by this sub-article are being      abused to secure needless publicity for defamatory matter.                                                                                                                                          |   |   |
|   |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |   |   |
|   | (e)  | A vacancy      created by the removal of a Director under this Article may, if he had      been appointed by the Company in General Meeting or by the Board, be      filled by the appointment of another Director in his stead, by the meeting      at which he is removed, provided Special Notice of the intended      appointment has been given under sub-article (b) above. A Director so      appointed shall hold office until the date up to which his predecessor      would have held office if he had not been removed as      aforesaid. |   |   |
|   |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |   |   |
|   | (f)       | If the vacancy      is not filled under sub-article (e) of this Article, it may be filled as a      casual vacancy in accordance with the provisions so far as they may be      applicable of Article 136 and all the provisions of that Article shall      apply accordingly.                                                                                                                                                                                                                                                                        |   |   |
|   |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |   |   |
|   |      | Provided that      the Director who was removed from office shall not be reappointed as a      Director by the Board of Directors.                                                                                                                                                                                                                                                                                                                                                                                                                    |   |   |

|   |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |   |                                                                                 |
|--------|-----------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|--------------------------------------------------------------------------------------|
| 15151. | (a)  | Subject to the      provisions of the said Acts and these presents, the Board of Directors of      the Company shall be entitled to appoint from time to time, one or more of      the Non-Rotational Directors to act as the Whole-time or Executive      Chairman and Managing Director or Part-time Chairman or Whole-time      Chairman (hereinafter referred to as the  Executive Chairman )      or a Managing Director or Managing Director(s) and/or Whole-time Director      or Whole-time Director(s) of the Company (hereinafter referred to as      the  Managing Director ) for such term not exceeding five years      at a time as the Board of Directors may think fit to manage the affairs      and business of the Company and may from time to time (subject to      provisions of any contract between him and the Company) may remove or      dismiss him or them from office and appoint another in his      place. |   | Board may appoint Chairman,      Managing Director(s) or Whole-time      Director(s) |

----

| 15 | The following      Article 151(a) has been replaced by the above new Article 151(a) pursuant      to the Order dated March 7, 2002 of the High Court of Gujarat at Ahmedabad      in connection with the amalgamation of ICICI Limited, ICICI Capital      Services Limited and ICICI Personal Financial Services Limited with ICICI      Bank Limited. |
|----|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | 151(a)  |   Subject      to the provisions of the said Acts and these presents, ICICI shall be      entitled to appoint from time to time, one or more of the ICICI Directors      to be Chairman and Managing Director of the Company to act as the      Whole-time or Executive Chairman and Managing Director of the Company      (hereinafter referred to as the  Executive Chairman ) or a      Managing Director or Managing Directors and/or Whole-time Director or      Whole-time Directors of the Company (hereinafter referred to as the      ìManaging Directorî) for such term not exceeding five years at a time as      ICICI may think fit to manage the affairs and business of the Company and      may from time to time (subject to provisions of any contract between him      or them and the Company) remove or dismiss him or them from office and      appoint another or others in his or their place or  places. |
|--------|--------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

----

|                                                                  |   | 16[(b) and (c) ...]           deleted |
|-----------------------------------------------------------------------|--------|--------------------------------------------------------------------|
|                                                                  |   |                                                               |   |
| What      provisions they will be      subject to                     |   | (d)                                                                | Subject to the      provisions of the said Acts and these presents, the Executive Chairman or      the Managing Director shall not, while he continues to hold that office,      be subject to retirement by rotation under Article 142, but he shall be      subject to the provisions of any contract between him and the Company and      be subject to the same provisions as to the resignation and removal as the      other Directors of the Company and he shall ipso facto and immediately      cease to be an Executive Chairman or Managing Director if he ceases to      hold the office of Director from any cause, provided that if at any time      the number of Directors (including Executive Chairman or Managing      Director) as are not subject to retirement by rotation shall exceed      one-third of the total number of the Directors for the time being, then      the Executive Chairman or Managing Director or any of them as the      Directors may from time to time determine shall be liable to retirement by      rotation in accordance with Article 142 to the intent that the number of      Directors not liable to retirement by rotation shall not exceed one-third      of the total number of Directors for the time being. |
|                                                                  |   |                                                               |   |   |
| Remuneration      of Managing or Whole-time Director(s)          |   | (e)                                                                | The      remuneration of the Managing Director or Whole-time Director shall      (subject to Section 309 of the Act and other applicable provisions of the      said Acts and these Articles and of any contract between him and the      Company) be fixed by the Directors, from time to time and may be by way of      fixed salary and/or perquisites or commission on profits of the Company or      by participation in such profits or by any or all these modes or any other      mode not expressly prohibited by the Act. |
|                                                                  |   |                                                               |   |   |
| Re-election                                                      |   | (f)                                                           | Subject to      sub-article (d) above, the Managing Director(s) and/or Whole-time      Director(s) so appointed shall not be liable to retire at any General      Meeting of the Company. |
|                                                                  |   |                                                               |   |   |
| Company to      fill up vacancy                                       |   | (g)                                                                | Subject to the      provisions of Sections 198, 269, 309, 310 and 311 of the Act and also      subject to the limitations, conditions and provisions of Schedule XIII of      the Act, the appointment and payment of remuneration to the Executive      Chairman or Managing Director(s) shall be subject to approval of the      Members in General Meeting. |
|                                                                  |   |                                                               |   |   |
| Retiring      Directors to remain in office till successors appointed |   | (h)                                                           | Subject to the      superintendence, control and direction of the Board, the day-to-day      management of the Company shall be in the hands of the Executive Chairman      or Managing Director, with power to the Board to distribute such      day-to-day management functions in any manner as deemed fit by the Board,      subject to the provisions of the Act and these presents and shall also be      subject to the provisions of the Banking Regulation Act,    1949. |
|                                                                  |   |                                                               |   |   |
|                                                                  |   | (i)                                                                | The Executive      Chairman or Managing Director shall not exercise the powers      to: |
|                                                                  |   |                                                               |   |   |
|                                                                  |   |                                                               | (i)  | make calls on      shareholders in respect of any money unpaid on the shares in the      Company; |

----

| 16 | The following      Articles 151(b) and 151(c) have been deleted pursuant to the Order dated      March 7, 2002 of the High Court of Gujarat at Ahmedabad in connection with      the amalgamation of ICICI Limited, ICICI Capital Services Limited and      ICICI Personal Financial Services Limited with ICICI Bank Limited. |
|----|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | 151(b) | If ICICI has      not nominated Executive Chairman or Managing Director as provided in      sub-article (a) above, then subject to the provisions of the said Acts and      these presents, the Board of Directors of the Company shall have the power      to appoint from time to time one or more of their body to be the Executive      Chairman or Managing Director as the case may  be. |
|--------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | 151(c) | Unless ICICI      has exercised its rights to appoint the Executive Chairman as provided in      sub-article (a) above, ICICI shall have the right to appoint a      Non-executive Chairman. |
|--------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

----

|   |   | (ii)   | issue      debentures; and except to the extent mentioned in the Resolution passed at      the Board Meeting under Section 292 of the Act, shall also not exercise      the powers to : |   |   |
|--------|--------|-------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|--------|
|   |   |        |                                                                                                                                                                                    |   |   |
|   |   | (iii)  | borrow moneys,      otherwise than on debenture;                                                                                                                                        |   |   |
|   |   |        |                                                                                                                                                                                    |   |   |
|   |   | (iv)        | invest the      funds of the Company; and                                                                                                                                               |   |   |
|   |   |        |                                                                                                                                                                                    |   |   |
|   |   | (v)         | make loans,      give credits or sign credit notes exceeding an amount fixed by the Board      from time to time.                                                                       |   |   |

| 152.  | The Directors      may meet together for the despatch of business, adjourn and otherwise      regulate their meetings and proceedings as they think fit.                                                                   |   | Meeting of      Directors        |
|------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|----------------------------------|
|       |                                                                                                                                                                                                                       |   |                             |   |
|       | Provided,      however, that the meeting of the Board of Directors shall be held at least      once in every three calendar months and at least four such meetings shall      be held every year.                          |   |                             |
|       |                                                                                                                                                                                                                       |   |                             |   |
| 153.       | The Chairman      may at any time and the Manager, Secretary or such other officer of the      Company as may be authorised by the Directors shall upon the requisition      of a Director convene a meeting of the Board. |   | When meeting      to be convened |

|   |                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                              |                                              |   |
|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|---------------------------------------------------|--------|
| 154.   | Notice of      every meeting of the Board of Directors of the Company shall be given in      writing to every Director for the time being in India and at his usual      address in India to every other Director.                                                                                                                              |                                                                                                                                                                                                                                                              | Notice of      meetings                           |
|   |                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                              |                                              |   |
| 155.   | Subject to      Section 287 of the Act, the quorum for a meeting of the Board shall be      one-third of its total strength excluding Directors, if any, whose places      may be vacant at the time and any fraction contained in that one-third      being rounded off as one or two Directors, whichever is      higher.                     |                                                                                                                                                                                                                                                              | Quorum and its      competence to exercise powers |
|   |                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                              |                                              |
|   | Provided that      where at any time the number of interested Directors exceeds or is equal      to two-thirds of the total strength of the number of remaining Directors,      that is to say, the number of Directors who are not interested, present at      the Meeting being not less than two, shall be the quorum during such      time. |                                                                                                                                                                                                                                                              |                                              |
|   |                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                              |                                              |   |
|   | 17[...]                                                                                                                                                                                                                                                                                                                                     | deleted                                                                                                                                                                                                                                                           |                                              |   |
|   |                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                              |                                              |   |
|   | For the      purposes of this Article:                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                              |                                              |
|   |                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                              |                                              |   |
|   | (i)                                                                                                                                                                                                                                                                                                                                             | “total      strength” means      the total strength of the Directors of the Company as determined in      pursuance of the Act, after deducting therefrom the number of the      Directors, if any, whose places may be vacant at the      time; |                                              |   |
|   |                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                              |                                              |   |
|   | (ii)                                                                                                                                                                                                                                                                                                                                       | “interested      Director” means      any Director whose presence cannot by reason of Article 140 count for the      purpose of forming a quorum at a meeting of the Board, at the time of the      discussion or vote on any matter.            |                                              |   |

----

| 17  | The following      para of Article 155 has been deleted pursuant to the Order dated March 7,      2002 of the High Court of Gujarat at Ahmedabad in connection with the      amalgamation of ICICI Limited, ICICI Capital Services Limited and ICICI      Personal Financial Services Limited with ICICI Bank    Limited. |
|----------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | Provide      further, that no quorum for a Meeting of the Board shall be constituted      and no such meeting shall proceed to transact any business unless at least      one ICICI Director or his Alternate are present at such meeting, except      where for a particular meeting the said requirement for a quorum is waived      in writing by the ICICI Directors or their  Alternates. |
|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

----

| Procedure      wheremeeting      adjournedfor want of      quorum    |   | 156.   | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | If a meeting of the Board could      not be held for want of quorum, then, unless the Directors present at such      meeting otherwise decide, the meeting shall automatically stand adjourned till      the same day in the next week, at the same time and place, or if that day is      a public holiday, till the next succeeding day which is not a public holiday at      the same time and place.                                        |
|----------------------------------------------------------------------|--------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                 |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|                                                                 |   |   | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | The provisions of Article 152      shall not be deemed to have been contravened merely by reason of the fact that      a meeting of the Board which had been called in compliance with the terms of      that Article could not be held for want of a quorum.                                                                                                                                                                                        |
|                                                                 |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| Directors      mayappointCommittees                                  |   | 18157. | The Directors may subject to the      provisions of the Act delegate any of their powers to Committees consisting of      Directors and/or such other person or persons as they think fit, and they may from time      to time revoke and substitute such delegation. Any Committee so formed shall in      the exercise of the powers so delegated, conform to any regulations that may from      time to time be imposed on it by the Directors. All acts done by any such Committee in      conformity with such regulations and in fulfilment of the purposes of its      appointment but not otherwise, shall have the force and the effect as if done by the      Board. |
|                                                                 |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| Meetings      ofCommitteeshow to be      governed                    |   | 158.   | The meetings and proceedings of      any such Committee shall be governed by the provisions of these presents for      regulating the meetings and proceedings of the Directors, so far as the same are      applicable thereto and are not superseded by any regulations made by the Directors      under Article 157.                                                                                                                                                                                                                                                                                                                                                                            |
|                                                                 |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| Chairman to      presideover meetings      ofBoard                   |   | 19159. | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | All meetings of the Directors      shall be presided over by the Chairman if present, but if at any meeting of      Directors, the Chairman be not present, at the time appointed for holding the same,      then and in that case the Managing Director shall be entitled to be the      Chairman of such meeting, failing which the Board shall choose one of the      Non-Rotational Directors then present to preside at the  meeting. |
|                                                                 |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| Questions at      BoardMeetings to      bedecided                    |   |   | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | Subject to the provisions of      Sections 316, 372(5) and 386 of the Act, any question arising at any meeting of      the Board shall be decided by a majority of votes and in case of equality of      votes, the Chairman shall have second or casting    vote.                                                                                                                                                                                   |
|                                                                 |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| Powers to      beexercised at      meeting                           |   | 160.   | The meeting of the Board of      Directors for the time being at which quorum is present, shall be able to exercise all or      any of the authorities, powers and discretion which by or under the Act or these presents      are vested in or exercisable by the Board of Directors      generally.                                                                                                                                                                                                                                                                                                                                                                                              |
|                                                                 |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| Certain powers      to beexercised by      Boardat meeting      only |   | 161.   | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | The Board shall exercise the      following powers on behalf of the Company, and it shall do so only by means of      resolutions passed at itsmeetings:                                                                                                                                                                                                                                                                                                       |

----

| 18 | The following      Article 157 has been replaced by the above new Article 157 pursuant to the      Order dated March 7, 2002 of the High Court of Gujarat at Ahmedabad in      connection with the amalgamation of ICICI Limited, ICICI Capital Services      Limited and ICICI Personal Financial Services Limited with ICICI Bank      Limited |
|----|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|  | 157. | Subject to the      restrictions contained in Section 292 of the Act, the Board may delegate      any of their powers to the Committees of the Board consisting of at least      the Chairman or the Managing Director of the Company and one ICICI      Director (other than Chairman or Managing Director); and the Board may from time      to time revoke and discharge such Committee of the Board either wholly or      in part and either as to persons or purposes, but every Committee of the      Board so formed shall in the exercise of the powers so delegated conform      to any regulations that may from time to time be imposed on it by the      Board. All acts done by any such Committee of the Board in conformity with      such regulations and in fulfilment of the purposes of its appointment but      not otherwise, shall have the force and effect as if done by the Board.      The quorum for a meeting of such a Committee shall be      two. |
|--|------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| 19 | The following      Article 159(a) has been replaced by the above new Article 159(a) pursuant      to the Order dated March 7, 2002 of the High Court of Gujarat at Ahmedabad      in connection with the amalgamation of ICICI Limited, ICICI Capital      Services Limited and ICICI Personal Financial Services Limited with ICICI      Bank Limited. |
|----|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|  | 159(a) | All meetings      of the Directors and the Committee shall be presided over by the Chairman.      If at any meeting the Chairman is not present within fifteen minutes of      the time appointed for holding the same, the Directors present shall      choose one of the other ICICI Directors to be Chairman of such      meeting. |
|--|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

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|   |   | (i)    | the power to      make calls on shareholders in respect of money unpaid on their      shares; |
|--------|--------|--------|-----------------------------------------------------------------------------------------------|
|   |   |   |                                                                                          |
|   |   | (ii)   | the power to      issue debentures;                                                           |
|   |   |   |                                                                                          |
|   |   | (iii)  | the power to      borrow moneys otherwise than by debentures;                                 |
|   |   |   |                                                                                          |
|   |   | (iv)   | the power to      invest the funds of the Company; and                                        |
|   |   |   |                                                                                          |
|   |   | (v)    | the power to      make loans.                                                                 |

|   | (b)                                                                                        | Provided that the Board may, by a      resolution passed at a meeting, delegate to any Committee of Directors, the      Managing Director, the Manager or any other principal officer of the Company      or in the case of a branch office of the Company, to a principal officer of      the branch office, the powers specified in clauses (iii), (iv) and (v) of      sub-article (a) above to the extent and subject to the conditions specified in      Section 292 of the Act. |                                                                                                                                                                                                                                                                                                                                                                                      |   |
|--------|--------------------------------------------------------------------------------------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|
|   |                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                      |   |   |
|   |                                                                                       | 20[(c)...]      deleted                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                      |   |
|   |                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                      |   |   |
| 162.   | The Board      shall not, except with the consent of the Company, in General      Meeting: |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | Consent of the Company necessary for exercise of certain      powers                                                                                                                                                                                                                                                                                                            |
|   |                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                      |
|   | (a)                                                                                        | Sell, lease or otherwise dispose      of the whole or substantially the whole, of the undertaking of the Company or      where the Company owns more than one undertaking of the whole or      substantially the whole, of any such undertaking.                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                      |   |
|   |                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                      |   |   |
|   | (b)                                                                                        | Remit or give      time for the repayment of, any debt due by a Director.                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                      |   |
|   |                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                      |   |   |
|   | (c)                                                                                        | Invest, otherwise than in trust      securities, the amounts of compensation received by the Company in respect of the      compulsory acquisition of any such undertaking as is referred to in      sub-article (a) or of any premises or properties used for any such undertaking and      without which it cannot be carried on or can be carried on only with difficulty      or only after a considerable time.                                                                       |                                                                                                                                                                                                                                                                                                                                                                                      |   |
|   |                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                      |   |   |
|   | (d)                                                                                        | Borrow moneys where the moneys to      be borrowed together with the moneys already borrowed by the Company      (apart from temporary loans obtained from the Company s bankers in the      ordinary course of business) will exceed the aggregate of the paid-up      capital of the Company and its free reserves, that is to say, reserves not set      apart for any specific purpose or;                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                      |   |
|   |                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                      |   |   |
|   |                                                                                       | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | the expression “temporary      loans” means loans repayable on demand or within six months from the date      of the loan or such higher term, discounting of bills and issues of      other short-term loans of a seasonal nature, but does not include loans      raised for the purpose of financing expenditure of capital nature;      and |   |   |

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| 20 | The following      Article 161(c) has been deleted pursuant to the Order dated March 7, 2002      of the High Court of Gujarat at Ahmedabad in connection with the      amalgamation of ICICI      Limited, ICICI Capital Services Limited and ICICI Personal Financial      Services Limited with ICICI BankLimited. |
|----|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | 161(c) | Notwithstanding      anything contained in sub-article (a) above, the following matters can be      considered only at a meeting of the Board of Directors or      Committee of Directors      of the Company at which at least one ICICI Director is present,      hereinafter referred to as the “Fundamental      Matters”.      Resolutions on Fundamental Matters shall      not be effective unless there is a favourable vote of the majority of      ICICI Directors present at themeeting: |
|--------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | (i)    | any decision      to alter or amend or authorize additional business activities in which the      Company may participate;                                                                                                                                                                                                                                                                             |
|--------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   | (ii)   | any amendment      to the Memorandum or Articles of Association of the Company or any change      in the authorized or issued share capital of the  Company;                                                                                                                                                                                                                                           |
|   | (iii)  | any merger      involving the Company, any acquisition of property or asset by the Company      or any significant sale of or other disposition by the Company of any      property or asset, in either case, where the consequence thereof might      have a material effect on the income or financial position of the Company      or any liquidation, dissolution or bankruptcy of the    Company. |
|   | (iv)   | The      establishment of any subsidiary, any significant sale or contribution or      other disposition of property or asset to a subsidiary of the Company and      the exercise by the Company of any shareholder’s voting      rights for shares of any subsidiary;                                                                                                                          |
|   | (v)    | any      determination of maximum exposure limit with respect to categories of the      Company s activities;                                                                                                                                                                                                                                                                                          |
|   | (vi)   | the selection      and replacement of the Auditors of the Company; and                                                                                                                                                                                                                                                                                                                                 |
|   | (vii)  | any      determination of broad policies regarding staffing, employment and codes      of conduct.                                                                                                                                                                                                                                                                                                     |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                   |

----

|                                                                                           |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | (ii) accepting deposits by the      Company shall not be considered as the Company having borrowed moneys for      the purpose of this Article.                                                                                                                                                                                        |
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|                                                                                           |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                        |
|                                                                                           |   |   | (e)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | Contribute to charitable and other      funds not directly relating to the business of the Company or the welfare of its      employees, any amounts the aggregate of which will, in any financial year,      exceed the prescribed limits.                                                                                       |
|                                                                                           |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                        |
| Acts of Board or Committees valid notwithstanding defect of    appointment |   | 163.   | All acts done by any meeting of      the Board or of a Committee thereof or by any person acting as a Director, shall      be valid notwithstanding that it may be afterwards discovered that the appointment of      any one or more of such Directors or of any person acting as aforesaid, was      invalid by reason of defect or disqualification or had terminated by virtue of any      provision contained in the Act or these presents. Provided that nothing in this Article shall      be deemed to give validity to acts done by a Director after his appointment has been      shown to the Company to be invalid or to have terminated.                  |
|                                                                                           |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| Resolution by Circular                                                                    |   | 164.   | No Resolution shall be deemed to      have been duly passed by the Board or by a Committee thereof by circulation,      unless the Resolution has been circulated in draft, together with the necessary      papers, if any, to all the Directors, or to all the Members of the Committee, then in      India (not being less in number than the quorum fixed for a meeting of the Board      or Committee, as the case may be) and to all other Directors or Members, at their      usual address in India and has been approved by such of the Directors as are then in      India or by a majority of such of them, as are entitled to vote on the      Resolution. |
|                                                                                           |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| Reconstitution of the Board                                                               |   | 165.   | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | If the requirements as to the      constitution of the Board as laid down in any of the said Acts are not fulfilled at      any time, the Board shall reconstitute such Board so as to ensure that such      requirements are fulfilled.                                                                                          |
|                                                                                           |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                        |
|                                                                                           |   |   | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | If, for the purpose of      reconstituting the Board under sub-article (a) above, it is necessary to retire any Director      or Directors, the Board shall, by lots drawn at a Board Meeting, decide which      Director or Directors shall cease to hold office and such decision shall be binding      on every Director. |
|                                                                                           |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                        |
|                                                                                           |   |   | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | Every Director, if he is appointed      under any casual or other vacancy, shall hold office until the date up to which      his predecessor would have held office, if the election had not been held or, as      the case may be, the appointment had not been  made.                                                      |
|                                                                                           |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                        |
|                                                                                           |   |   | (d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | No act or proceeding of the Board      of Directors of the Company shall be invalid by reason only of any defect in      the composition thereof or on the ground that it is subsequently discovered that      any of its Members did not fulfill the requirements of this      Article.                                     |
|                                                                                           |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                        |

| General powers of Company vested in Directors |   | 166. | (a) | Subject to the provisions of the      said Acts, the Board of Directors shall be entitled to exercise all such      powers and to do all such acts and things, as the Company is authorised to exercise      and do.  Provided that the Board shall not      exercise any power to do any act or thing which is directed or required, by      any act or by the Memorandum or Articles of the Company or otherwise, to be      exercised or done by the Company in General Meeting. |
|---------------------------------------------------------|--------|------|-----|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

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|   |                                                                                                                                                                                                                                                                                                                                          | Provided further that in      exercising any such power or doing any such act or thing, the Board shall be subject      to the provisions contained in that behalf in any Act or in the Memorandum or      Articles of the Company or in any regulations not inconsistent therewith and      duly made thereunder including regulations made by the Company in General      Meeting.                                                                                                                                                                                                                                                      |                                     |                                     |
|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------------------------------------|------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                     |                                     |
|   | (b)                                                                                                                                                                                                                                                                                                                                           | No regulation made by the Company      in General Meeting shall invalidate any prior act of the Board which would      have been valid if that regulation had not been made.                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                     |                                     |
|   |                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                     |                                     |
| 167.   | Without prejudice to the general      powers conferred by the last preceding Article and the other powers conferred by      these presents but subject, however, to the provisions of the Act, the      Memorandum and these presents it is hereby expressly declared that the Directors shall      have the following powers: |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | Specific powers given to  Directors |
|   |                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                     |
|   | (a)                                                                                                                                                                                                                                                                                                                                           | To pay the costs, charges and      expenses preliminary and incidental to the promotion, formation,      establishment and registration of the Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                     | To pay costs of incorporation       |
|   |                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                     |                                     |
|   | (b)                                                                                                                                                                                                                                                                                                                                           | To have an      Official Seal for use abroad.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                     | Seal      abroad                         |
|   |                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                     |                                     |
|   | (c)                                                                                                                                                                                                                                                                                                                                           | To purchase or otherwise acquire      for the Company any property rights or privileges which the Company is      authorised to acquire at such price and generally on such terms and      conditions as they think fit.                                                                                                                                                                                                                                                                                                                                                                                                                            |                                     | Acquiring properties, rights,  etc. |
|   |                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                     |                                     |
|   | (d)                                                                                                                                                                                                                                                                                                                                           | At their discretion to pay for any      property or rights or privileges acquired by or services rendered to the      Company, either wholly or partially in cash or in shares, bonds, debentures,      debenture stock or other securities of the Company and any such shares may be      issued either as fully paid-up or with such amount credited as paid-up      thereon as may be agreed upon and any such bonds, debentures, debenture      stock or other securities may be either specifically charged upon all or      any part of the property of the Company and its uncalled capital or not so      charged. |                                     | To pay for      property                 |
|   |                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                     |                                     |
|   | (e)                                                                                                                                                                                                                                                                                                                                           | To insure and keep insured against      loss or damage by fire or otherwise for such period and to such extent as      they may think proper all or any part of the buildings, machinery, goods,      stores, produce and other movable property of the Company either separately or      jointly; also to insure all or any portion of the goods, produce, machinery and      other articles imported or exported by the Company and to sell, assign,      surrender or discontinue any policies of assurance effected in pursuance of      this power.                                                                        |                                     | To insure      properties                |
|   |                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                     |                                     |
|   | (f)                                                                                                                                                                                                                                                                                                                                           | To open accounts with any bank or      bankers or with any company, firm or individual and to pay money into      and draw money from any such account from time to time as the Directors      may think fit.                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                     | To open bank accounts               |
|   |                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                     |                                     |
|   | (g)                                                                                                                                                                                                                                                                                                                                           | To the extent permissible under      the said Acts, to secure the fulfilment of any contracts or engagements entered      into by the Company by mortgage or charge of all or any of the      property of the Company and its uncalled capital for the time being or in such other      manner as they think fit.                                                                                                                                                                                                                                                                                                                              |                                     | To secure contracts by  mortgage    |
|   |                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                     |                                     |
|   | (h)                                                                                                                                                                                                                                                                                                                                           | To attach to any shares issued as      the consideration or part of the consideration for any contract with or property      acquired by the Company or in payment for services rendered to the Company,      such conditions as to the transfer thereof as they think      fit.                                                                                                                                                                                                                                                                                                                                                               |                                     | To attach      conditions                |

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| To accept surrender of shares                                            |   | (i)    | To accept from any Member, on such      terms and conditions as shall be agreed, a surrender of his shares or stock      or any part thereof.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|-------------------------------------------------------------------------------|--------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                          |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| To appoint      trustees                                                      |   | (j)    | To appoint any person or persons      (whether incorporated or not) to accept and hold in trust for the Company any      property belonging to the Company or in which it is interested or for any      other purposes and to execute and do all such acts and things as may be      requisite in relation to any such trust and to provide for the remuneration of such      trustee or trustees.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|                                                                          |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| To institute, act, conduct legal proceedings                        |   | (k)    | To institute, conduct, defend,      compound or abandon any legal proceedings by or against the Company or its      officers or otherwise concerning the affairs of the Company and also to compound      and allow time for payment or satisfaction of any debt due or of any claims      or demands by or against the Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|                                                                          |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| To refer to      arbitration                                                  |   | (l)    | To refer any claim or demand by or      against the Company to arbitration and observe and perform the      awards.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|                                                                          |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| To act in matters of bankruptcy and insolvency                      |   | (m)    | To act on behalf of the Company in      all matters relating to bankruptcy and insolvency.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|                                                                          |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| To give      receipts                                                         |   | (n)    | To make and give receipts,      releases and other discharges for moneys payable to the Company and for the claims      and demands of the Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|                                                                          |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| To determine who shall be entitled to sign on Company's behalf |   | (o)    | To determine from time to time who      shall be entitled to sign on the Company’s behalf bills, notes, receipts,      acceptances, endorsements, cheques, dividend warrants, releases, contracts and      documents.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|                                                                          |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| To invest      moneys                                                         |   | (p)    | To invest and deal with any of the      moneys of the Company whether or not immediately required for the      purposes thereof, upon such securities and in such manner as they may think fit      and from time to time to vary or realise such investments.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|                                                                          |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| To give security by way of      indemnity                                |   | (q)    | To execute in the name and on      behalf of the Company in favour of any Director or other person who may incur or      be about to incur any personal liability for the benefit of the Company such      mortgages of the Company’s property      (present and future) as they think fit and      any such mortgage may contain a power of sale and such other powers,      covenants and provisions as shall be agreed on.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|                                                                          |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| To give interest in particular business or transaction,      etc.   |   | (r)    | To give to any Director, officer      or other person employed by the Company an interest in any particular      business or transaction or otherwise or a share in the general profits of the Company and      such interest, commission or share of profits shall be treated as a part      of the working expenses of the Company.  Provided that the share of general      profits of the Company payable to the Directors or to the officers of      the Company or such other person shall not exceed in the aggregate a sum      equivalent to three per cent of the net profits of the Company as determined in      accordance with the provisions of Sections 349 and 350 of the      Act.  Provided, further, that this      limitation or restriction on the percentage of net profits shall not be applicable to      any distribution of a general bonus to employees of the    Company. |

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| (s)    | To provide for the welfare of      employees or ex-employees of the Company or its predecessors in business and      the spouse, widow or widower, father (including stepfather), mother      (including stepmother), brother (including stepbrother), sister (including      stepsister), son (including stepson), daughter (including stepdaughter), son’s widow, daughter’s widower, deceased      son’s children, deceased daughter’s children or the dependents of such employees or ex-employees by building or      contributing to the building of houses or dwellings or by grant of money,      pensions, allowances, bonus or other payments or by building or      contributing to the building of houses or dwelling or by creating and from time to      time subscribing or contributing to provident funds and other associations,      institutions, funds or trusts and by providing or subscribing or contributing      towards places of instruction and recreation, hospitals and dispensaries,      medical and other attendances and to subscribe or contribute to or otherwise      assist charitable, benevolent, national and/or other institutions or      objects.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   | To provide for the welfare of employees,    etc. |
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|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |   |                                                       |
| (t)    | Subject to the provisions of the      Act and these presents to subscribe or guarantee money for any national,      charitable, benevolent, public, general or useful object or for any      exhibition or to any institution, club, society or      fund.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |   | To subscribe to charitable      funds                 |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |   |                                                       |
| (u)    | The Directors may, before      recommending any dividend, set aside out of the profits of the Company such sums      as they may think proper for depreciation or to a Depreciation Fund or as      reserve or to a Reserve Fund or Sinking Fund or any Special Fund to meet      contingencies or to repay preference shares or debentures or for payment of      dividends or for equalising dividends or for repairing, improving, extending      and maintaining any part of the property of the Company or for such other      purposes as the Directors may, in their absolute discretion, think conducive to the      interests of the Company; and the Directors may invest the several sums so set      aside or so much thereof as required to be invested upon such investments      (subject to the restrictions imposed by the Act) as the Directors may      think fit and from time to time deal with and vary such investments and dispose      of and apply and expend all or any part thereof for the benefit of the      Company, in such manner and for such purposes as the Directors (subject to such      restrictions as aforesaid), in their absolute discretion, think conducive to the      interests of the Company notwithstanding that the matters to which the      Directors apply or upon which they expend the same, or any part thereof may be      matters to or upon which the capital moneys of the Company might rightly be      applied or expended; and the Directors may divide the reserve or any fund      into such special funds and transfer any sum from one fund to another as the      Directors may think fit and may employ the assets constituting all or any of      the above funds, including the Depreciation Fund, in the business of the      Company or in the purchase or repayment of preference shares or debentures      and that without being bound to keep the same separate from the other      assets and without being bound to pay interest on the same, with power, however,      to the Directors, at their discretion, to pay or allow to the credit of such      fund interest at such rate as the Directors may think proper, not exceeding five      per cent per annum. |   | To establish revenue fund                             |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |   |                                                       |
| (v)    | To appoint and, at their      discretion, remove or suspend such committee or committees of experts, technicians      or advisers or such manager(s), officer(s), clerk(s), employee(s) and agent(s)      for permanent, temporary or special services as they may from time to      time think fit and to determine their powers and duties and fix their salaries      and emoluments and require security in such                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |   | To appoint officers, etc.                             |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |   |                                                       |

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|                                         |   |   | instances and to such amounts as      they may think fit and also without prejudice as aforesaid from time to time to      provide for the management and transaction of the affairs of the Company in      any specified locality in India and the provisions contained in sub-articles (y) and      (z) of this Article following shall be without prejudice to the general powers      conferred by this sub-article.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
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|                                         |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| To ensure compliance of local laws |   | (w)    | To comply with the requirements of      any local law which, in their opinion, it shall, in the interest of the      Company, be necessary or expedient to comply with.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|                                         |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| To establish Local Boards               |   | (x)    | From time to time and at any time      to establish any Local Board for managing any of the affairs of the Company      in any specified locality in India or elsewhere and to appoint any persons to be      members of any Local Boards and to fix their remuneration. And from time to      time and at any time, but subject to the provisions of Section 292 of the      Act and these presents to delegate to any person so appointed any of the      powers, authorities and discretions for the time being vested in the Directors      and to authorise the members for the time being of any such Local Board or      any of them to fill up any vacancies therein and to act notwithstanding      vacancies and any such appointment or delegation may be made on such terms and      subject to such conditions as the Directors may think fit and the Directors      may at any time remove any person so appointed and may annul or vary any such      delegation. Any such delegate may be authorised by the directors to      subdelegate all or any of the powers, authorities and discretions, for the time      being, vested in them. |
|                                         |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| To appoint      attorneys                    |   | (y)    | At any time and from time to time      but subject to the provisions of Section 292 of the Act and these presents by      Power of Attorney to appoint any person or persons to be the attorney or      attorneys of the Company for such purposes and with such powers, authorities and      discretions (not exceeding those vested in or exercisable by the Directors      under these presents) and for such period and subject to such conditions as the      Directors may from time to time think fit and any such appointment (if the      Directors think fit) may be made in favour of the members or any of the members of      any Local Board established as aforesaid or in favour of any company or the      Members, Directors, nominees or managers of any company or firm or      otherwise in favour of any fluctuating body or any persons whatsoever whether      nominated directly or indirectly by the Directors and any such Power of Attorney may      contain such powers for the protection or convenience of persons dealing      with such attorneys as the Directors may think  fit.                                       |
|                                         |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| Delegation of powers                    |   | (z)    | Subject to the provisions of the      Act and these presents, to delegate the powers, authorities and discretions vested      in the Directors to any person, firm, company or fluctuating body of persons as      aforesaid.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|                                         |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| Sub-delegation of powers                |   |   | (aa)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | Any such delegate or attorney as      aforesaid may be authorised by the Directors to subdelegate all or      any of the powers, authorities and discretions for the time being      vested in him. |
|                                         |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |   |
| To enter into      contracts                 |   |   | (ab)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | Subject to the provisions of the      Act, to enter into all such negotiations and contracts and rescind and vary      all such contracts and execute and do all such acts, deeds and things      in the name and on behalf of the Company as they may consider      expedient for or in relation to any of the matters aforesaid or otherwise for      the purposes of the Company. |

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|   |                                                                                                                            | (ac)   | Subject to the provisions of the      Act, to give in the name and on behalf of the Company such indemnities      and guarantees as may be necessary.                                                                                                                     |   |   |
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|   |                                                                                                                            |   |                                                                                                                                                                                                                                                                           |   |   |
|   |                                                                                                                            | (ad)   | From time to time to make, vary      and repeal any by-law, regulations and other rules, guidelines or      instructions for regulating the business of the Company, its officials, the      employees and other persons having dealings with the      Company. |   |   |
|   |                                                                                                                            |   |                                                                                                                                                                                                                                                                           |   |   |
| 168.   | The Directors shall comply with      the provisions of Sections 159, 295, 297, 299, 303, 305, 307 and 308 of the      Act. |   | Provisions of the Act to be complied with by  Directors                                                                                                                                                                                                              |
|   |                                                                                                                            |   |                                                                                                                                                                                                                                                                           |

| 169.   | The Company shall cause Minutes of      all proceedings of every meeting of the Board of Directors and all      Committees of the Board to be duly entered in a book or books for that purpose maintained      in such form and manner as may be permitted in law from time to time, including      but not limited to loose leaf volumes. The Minutes shall    contain:                                                                                                                                                 |                                                                                                                                                                                                         | Minutes of proceedings of the Board of Directors and the      Committees |
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|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                         |                                                                                    |
|   | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | a fair and      correct summary of the proceedings at the Meeting;                                                                                                                                           |                                                                                    |   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                         |                                                                                    |   |
|   | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | the names of the Directors present      at the meeting of the Board of Directors or of any Committee of the      Board;                                                                                 |                                                                                    |   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                         |                                                                                    |   |
|   | (iii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | all decisions taken by the Board      and Committee of the Board and all appointments of officers and      Committee of Directors;                                                                      |                                                                                    |   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                         |                                                                                    |   |
|   | (iv)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | all resolutions and proceedings of      meetings of the Board and the Committees of the Board;      and                                                                                                 |                                                                                    |   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                         |                                                                                    |   |
|   | (v)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | in the case of each resolution      passed at a meeting of the Board or Committee of the Board, the names of the      Directors, if any, dissenting from or not concurring in the      Resolution. |                                                                                    |   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                         |                                                                                    |   |
| 170.   | Any Minutes of any meeting of the      Board or of any Committee of the Board, shall be signed by the Chairman of such      meeting or by the Chairman of the next succeeding meeting and such      Minutes shall for all purposes whatsoever be prima facie evidence of the actual      passing of the resolutions recorded and the actual and regular transaction or occurrence      of the proceedings so recorded and of the regularity of the meeting at which the same      shall appear to have taken place. |                                                                                                                                                                                                         | By whom Minutes to be signed and the effect    thereof                        |

| 171.   | (a)    | The Directors shall provide a      Common Seal for the purpose of the Company and shall have power from time to      time to destroy the same and substitute a new Seal in lieu thereof and the      Directors shall provide for the safe custody of theSeal.                                                                                                                                                                                                                                                                               |   | The Seal, its custody and use |
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|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |   |                               |
|   | (b)    | The Seal of the Company shall not      be affixed to any instrument except by the authority of a resolution of the      Board or of a Committee of the Board authorised by it in that behalf and except in      the presence of at least one Director and the Secretary or such other person as      the Board may appoint for the purpose and the said Director and the      Secretary or such other person as aforesaid shall sign every instrument to which the      Seal of the Company is so affixed in their presence. |   |                               |

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| Reserve      Funds | 172. | The Company shall create a Reserve      Fund and shall, out of the balance of profit of each year as disclosed in the      Profit and Loss Account and before any dividend is declared, transfer to the Reserve      Fund equivalent to not less than 20 per cent of such profit or such other      percentage as may be notified by any Regulatory    Agency. |
|--------------------|------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| Division of      profit                                                     |   | 173.   | The profits of the Company,      subject to the provisions of the Act, the Memorandum and these presents, shall be      divisible among the Members in proportion to the amount of capital paid-up on the      shares held by them, respectively.                                                                                                                                                                                                     |
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|                                                                        |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| Capital paid up in advance at interest not to earn      dividend  |   | 174.   | Where capital is paid up in      advance of calls upon the footing that the same shall carry interest such capital shall not,      whilst carrying interest, confer a right to dividend or to participate in      profits.                                                                                                                                                                                                                            |
|                                                                        |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| Dividends in proportion to amount paid    up                      |   | 175.   | The Company may pay dividends in      proportion to the amount paid up or credited as paid up on each share where a      larger amount is paid up or credited as paid up on some shares than on      others.                                                                                                                                                                                                                                          |
|                                                                        |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| Declaration of dividend and writing off capitalised expenses |   | 176.   | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                             | The Company, before declaring any      dividend on its shares for each year, shall transfer to Reserve Fund an amount      specified in these presents and required by or under any directions issued      under the said Acts and shall also completely write off all its capitalised      expenses (including preliminary expenses, share selling commission, brokerage,      amount of losses incurred and any other item of expenditure not represented by      tangible assets). |
|                                                                        |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   |
| Power to declare dividend without writing off                     |   |   | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                             | Provided, however, that the      Company may pay dividends on its shares without writing  off: |
|                                                                        |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   |
|                                                                        |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                            | (i) | the depreciation, if any, in the      values of its investments in approved securities in any case where such      depreciation has not actually been capitalised or otherwise accounted      for as a loss; |
|                                                                        |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   |   |
|                                                                        |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                            | (ii) | the depreciation, if any, in the      value of its investments in shares, debentures or bonds (other than      approved securities) in any case where adequate provision for such      depreciation has been made to the satisfaction of the Company;      and |
|                                                                        |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   |   |
|                                                                        |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                            | (iii) | the bad debts, if any, in any case      where adequate provision for such debts has been made to the      satisfaction of the Auditors of the Company. |
|                                                                        |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   |   |
| The Company in General Meeting may declare a      dividend        |   | 177.   | The Company in General Meeting      may, subject to the provisions of the said Acts, declare a dividend to be paid to      the Members according to their respective rights and interests in the profits and      may fix the time for payment.                                                                                                                                                                                                       |
|                                                                        |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| No larger dividend than recommended by Directors,      etc.       |   | 178.   | No larger dividend shall be      declared than is recommended by the Directors but the Company in General Meeting may      declare a smaller dividend. Subject to the provisions of Section 205 of the      Act, no dividend shall be payable except out of the profits of the year or any other      undistributed profits. The declaration of the Directors as to the amount of the net      profits of the Company shall be  conclusive. |

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| 179.   | Subject to the provisions of the      said Acts and these presents, the Directors may from time to time pay to the      Members such interim dividends as in their judgement the position of the Company      justifies. Such interim dividend may be declared at any time and shall be set off      against the final dividend for the relevant period.                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | Interim      dividend                                                                                                                              |
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|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                               |
| 180.   | Subject to the provisions of the      said Acts, the Directors may retain the dividends payable in respect of which any      person is, under the Transmission Clause, entitled to become a Member or which any      person under that Clause is entitled to transfer until such person shall become a      Member in respect of such shares or shall duly transfer the      same.                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | Retention of      dividends                                                                                                                        |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                               |
| 181.   | Subject to the provisions of the      said Acts, no Member shall be entitled to receive payment of any interest or      dividend in respect of his share or shares whilst any money may be due or owing from him      to the Company in respect of such share or shares or otherwise howsoever      either alone or jointly with any other person or persons and the Directors may      deduct from the interest or dividend payable to any Member all sums of money so due      from him to the Company.                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | No Member to receive dividend whilst indebted to the Company and Company’s      right of reimbursement      thereof |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                               |
| 182.   | Where any instrument of transfer      of shares has been delivered to the Company for registration and the transfer of      such shares has not been registered by the Company, it shall, notwithstanding anything      contained in any other provision of the Act:                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | Transfer of shares must be      registered                                                                                                    |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                               |
|   | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | Transfer the dividend in relation      to such shares to the special account referred to in Section 205A of the Act      unless the Company is authorised by the registered holder of such shares      in writing to pay such dividend to the transferee specified in such      instrument of transfer; and                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                               |   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                               |   |
|   | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | Keep in abeyance in relation to      such shares any offer of rights shares under clause (a) of sub-section (1) of      Section 81 and any issue of fully paid-up bonus shares in pursuance of      sub-section (3) of Section 205 of the Act.                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                               |   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                               |   |
| 183.   | Unless otherwise directed, any      dividend may be paid by cheque or warrant sent through the post to the registered      address of the Member or person entitled thereto or, in case of joint-holders, to      that one of them first named in the Register in respect of the jointholding. Every such      cheque shall be made payable to the order of the person to whom it is sent. The      Company shall not be liable or responsible for any cheque or warrant lost in      transmission or for any dividend lost by the Member or person entitled thereto by the      forged endorsement of any cheque or warrant or the fraudulent or improper recovery      thereof by any other means. |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | Dividends how remitted                                                                                                                        |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                               |
| 184.   | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | Subject to the provisions of      Section 205A of the Act, if the Company has declared a dividend but which has      not been paid or claimed within 42 days from the date of declaration to      any shareholder entitled to the payment of the dividend, the Company shall,      within seven days from the date of expiry of the said period of 42 days,      transfer the total amount of dividend which remains unpaid or unclaimed within      the said period of 42 days to a special account in that behalf in any      scheduled bank called the “Unpaid Dividend Account of ICICI Bank      Limited.” |                                                                                                                                               | Unclaimed      dividends |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                               |   |
|   | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | Any money transferred to the      Unpaid Dividend Account of the Company which remains unpaid or unclaimed      for a period of three years from the date of such transfer, shall be      transferred by the Company to the general revenue account of the Central Government.      A claim to any money so transferred to                                                                                                                                                                                                                                                                                                                           |                                                                                                                                               |   |

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|                                                 |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                               | the general revenue account may be      preferred to the Central Government by the shareholders to whom the money      is due. No unclaimed dividend shall be forfeited till the claim thereto      becomes barred by law. |
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| Dividend and call together                      |   | 185.   | Any General Meeting declaring a      dividend may make a call on the Members in respect of moneys unpaid on shares      for such amount as the meeting fixes but so that the call on each Member shall      not exceed the dividend payable to him and so that the call be made payable at      the same time as the dividend and the dividend may, if so arranged between the      Company and the Members, be set off against the call. |
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| Special provision in reference to dividend |   | 186.   | No dividend shall be payable      except in cash. Provided that nothing in this Article shall be deemed to prohibit the      capitalisation of profits or reserves of the Company for the purpose of issuing fully      paid-up bonus shares or paying up any amount for the time being unpaid on any      shares held by the Members of the Company.                                                                                               |
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| Capitalisation |   | 187.   | Any General Meeting may resolve      that any moneys, investments or other assets forming part of the undivided      profits standing to the credit of the reserve or Reserve Fund or any other fund of the      Company or in the hands of the Company and available for dividend or representing      premiums received on the issue of shares and standing to the credit of the share premium      account be capitalised-                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|           |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|           |   |   | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | by the issue and distribution as      fully paid-up shares, debentures, debenture stock, bonds or other obligations      of the Company; or |
|           |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   |
|           |   |   | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | by crediting shares of the Company      which may have been issued to and are not fully paid up, with the whole      or any part of the sum remaining unpaid thereon. |
|           |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   |
|           |   |   | Such issue and distribution under      (i) above and such payment to the credit of unpaid share capital under (ii) above      shall be made to, among and in favour of the Members or any class of them or any of      them entitled thereto and in accordance with their respective rights and interest and      in proportion to the amount of capital paid-up on the shares held by them,      respectively, in respect of which such distribution under (i) or payment under (ii) above shall      be made on the footing that such Members become entitled thereto as capital. The      Directors shall give effect to any such resolution and apply such portion of the profits      or reserve or Reserve Fund or any other fund on account as aforesaid as may be      required for the purpose of making payment in full for the shares, debentures or      debenture stock, bonds or other obligations of the Company so distributed under (i)      above or (as the case may be) for the purpose of paying, in whole or in part, the      amount remaining unpaid on the shares which may have been issued and are not fully      paid up under (ii) above.   Provided that no such distribution      or payment shall be made unless recommended by the Directors and, if so      recommended, such distribution and payment shall be accepted by such Members as      aforesaid in full satisfaction of their interest in the said capitalised sum.  For the purpose of giving effect      to any such resolution, the Directors may settle any difficulty which may arise in      regard to the distribution or payment as aforesaid as they think expedient and, in      particular, they may issue fractional certificates    and |

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|   |   | may fix the value for distribution      of any specific assets and may determine that cash payments be made to any      Members on the footing of the value so fixed and may vest any such cash, shares,      debentures, debenture stock, bonds or other obligations in trustees upon such      trusts for the persons entitled thereto as may seem expedient to the Directors      and generally may make such arrangements for the acceptance, allotment and sale      of such shares, debentures, debenture stock, bonds or other obligations and      fractional certificates or otherwise as they may think fit. Subject to the provisions of      the Act and these presents, in cases where some of the shares of the Company are      fully paid and others are partly paid, only such capitalisation may be effected by      the distribution of further shares in respect of the fully paid shares and by crediting      the partly paid shares with the whole or part of the unpaid liability thereon but so      that as between the holders of the fully paid shares and the partly paid shares the      sums so applied in the payment of such further shares and in the extinguishment      or diminution of the liability on the partly paid shares shall be so applied pro      rata in proportion to the amount then already paid or credited as paid on the existing      fully paid and partly paid shares, respectively. When deemed requisite a proper      contract shall be filed in accordance with the Act and the Board may appoint any      person to sign such contract on behalf of the holders of the shares of the      Company which shall have been issued prior to such capitalisation and such      appointment shall be effective. |   |
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| 188.   | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | The Directors      shall cause true accounts to be kept of:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                       | Accounts |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                       |     |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | (i)         all sums of money received and      expended by the Company and the matters in respect of which such      receipt and expenditure take place;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                       |     |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                       |     |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | (ii)        all      sales and purchases of goods by the Company; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                       |     |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                       |     |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | (iii)        the assets, credits and      liabilities of the Company and generally of all its commercial, financial and other      affairs, transactions and engagements and of all other matters,      necessary for showing the true financial state and condition of the Company and      the accounts shall be kept in English in such manner as the Directors      may deem fit; and the books of accounts shall be kept at the Office and/or      at such other place or places in India as the Directors think fit and shall      be open to inspection by any of the Directors and such other persons      authorised under the Act during business      hours. |                                                       |     |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                       |     |
|   | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | If the Company shall have a branch      office, whether in or outside India, proper books of account relating to the      transactions effected at the office shall be kept at that office and proper      summarised returns, made up-to-date at intervals of not more than three months,      shall be sent by the branch office to the Company at its Registered Office      or other place in India as the Board thinks fit, where the main books of the      Company are kept.                                                                                                                                                                                                              |                                                       |     |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                       |     |
| 189.   | Once at least in every calendar      year the Directors shall lay before the Company in Annual General Meeting a Profit      and Loss Account for financial year of the Company immediately preceding the      financial year in which such meeting is held and a Balance Sheet containing a summary      of the assets and liabilities of the Company made up as at the end of the last      working day of that financial year or in case where an extension of time has been      granted for holding the meeting up to such extended time and every such Balance Sheet,      shall as required by Section 217 of the Act, be |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | Furnishing of statement of accounts and  reports |

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|                                                                                                                                  |   |   | accompanied by a report (to be      attached thereto) of the Directors as to the state and condition of the Company and as to      the amount (if any) which they recommend to be paid out of the profits by way      of dividend and the amount (if any) set aside by them for the Reserve Fund, general      reserve or Reserve Account shown specifically in the Balance Sheet or to be      shown specifically in a subsequent BalanceSheet.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
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| Form and contents of Balance Sheet and Profit and LossAccount                                                          |   | 190.   | Every Balance Sheet and Profit and      Loss Account of the Company shall give a true and fair view of the state of      affairs of the Company or its branch office and shall, subject to the provisions of      Section 211 of the Act and to the extent they are not inconsistent with the Act, be in      the forms set out in the Third Schedule of the Banking Act or as near thereto as      circumstances admit.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|                                                                                                                                  |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| Authentication of Balance Sheet and other documents – copies thereof to be sent to    Members               |   | 191.   | The Balance Sheet and the Profit      and Loss Account shall be signed by at least three Directors, one of whom shall be a      Managing Director or when only one Director is for the time being in India, by      such Director and by the Manager or Secretary. The Balance Sheet and the Profit and      Loss Account shall be approved by the Board of Directors before they are signed      on behalf of the Board in accordance with provisions of this Article and before they      are submitted to the Auditors for their Report thereon. The Auditors’ Report shall be attached to the Balance Sheet and the      Profit and Loss Account or there shall be inserted      at the foot of the Balance Sheet and the Profit and Loss Account a reference to the      Report. A copy of such Balance Sheet and the Profit and Loss Account so audited      together with a copy of the Auditors  Report and      every other document required by law to      be annexed or attached to the Balance Sheet shall not less than 21 days before      the meeting at which the same are to be laid before the Members of the Company,      be subject to the provisions of Section 219 of the Act, sent to every trustee for      the holders of any debenture and to all persons other than such Members or      Trustees, being so entitled. |
|                                                                                                                                  |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| Copies of Balance Sheet, Profit and Loss Account and      Auditors' Report shall be filed with the      Registrar |   | 192.   | After the Balance Sheet and Profit      and Loss Account have been laid before the Company at a General Meeting,      three copies thereof signed by the Managing Director, the Manager or Secretary or if      there be none of these by a Director of the Company shall be filed with the Registrar      together with the requisite returns in accordance with the requirements of Sections      159 and 161 of the Act.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
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| Accounts to be audited                         |   | 193.   | At least once in every year, the      accounts of the Company shall be balanced and audited and the correctness of the      Profit and Loss Account and Balance Sheet ascertained by one or more Auditor      or Auditors to be appointed as required by the said  Acts.                                                                                                                                                                                          |
|                                                |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| Appointment and qualification of Auditors |   | 194.   | The Company, at each Annual      General Meeting, shall appoint an Auditor or Auditors to hold office from the conclusion      of that meeting until the conclusion of the next Annual General Meeting. The      appointment and the removal of Auditors and the person who may be appointed as      Auditors shall be as provided in Sections 224, 224A, 225 and 226 of the Act and      the relevant provisions of the Banking Regulation Act,  1949. |
|                                                |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| Branch      audit                                   |   | 195.   | The audit of the branch office, if      any, of the Company shall be by and in the manner provided by Section 228 of the      Act.                                                                                                                                                                                                                                                                                                                                          |
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| Remuneration of Auditors                       |   | 196.   | The remuneration of the Auditors      of the Company shall be fixed by the Company in General Meeting or by the Board of      Directors, if so authorised by the Company  in                                                                                                                                                                                                                                                                                                |

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|   | General Meeting except that the      remuneration of any Auditors appointed to fill any casual vacancy, may be fixed by      the Directors and where his appointment has been made by the Central      Government, pursuant to Article 194, may be fixed by the Central      Government.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
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|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 197.   | Every Auditor of the Company shall      have a right of access at all times to the books and accounts and vouchers of the      Company and shall be entitled to require from the Directors and officers of the      Company such information and explanations as may be necessary for the      performance of the duties of the Auditors and the Auditors shall make a Report to the      shareholders on the accounts examined by them and on every Balance Sheet and Profit and      Loss Account and every other document declared by the Act to be part of      or annexed to the Balance Sheet or Profit and Loss Account which are laid before the      Company in General Meeting during their tenure of office and the Report shall      state whether in their opinion and to the best of their information and according to the      explanations given to them the said accounts give the information required by      the said Acts in the manner so required and give a true and fair view      : |                                                                                                                                              | Auditors: their      Report, powers and      duties                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|   | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | in the case of the Balance Sheet,      of the state of the Company’s affairs as      at the end of its financial year,      and        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |   |
|   | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | in the case of the Profit and Loss      Account, of the profit or loss for financial year. The Auditors’ Report shall also state: |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | (i)                                                                                                                                               | Whether they had obtained all the      information and explanations which to the best of their knowledge and      belief were necessary for the purpose of their      audit;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |   |   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |   |   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | (ii)                                                                                                                                              | Whether, in their opinion, proper      books of accounts as required by law have been kept by the Company      so far as it appears from the examination of those books and      proper returns adequate for the purpose of their audit have been      received from the branches not visited by them;      and                                                                                                                                                                                                                                                                                                                                                                              |   |   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |   |   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | (iii)                                                                                                                                             | Whether the Company’s Balance Sheet and Profit and Loss Account dealt with by the Report are in      agreement with the books of accounts and returns.  Where any of the matters referred      to in items (i) and (ii) aforesaid are answered in the negative or with a      qualification, the Auditors’ Report shall state the reason for the      same. The Auditors’ Report shall be attached to the Balance Sheet and      Profit and Loss Account or set out at the foot thereof and such      Report shall be read before the Company in General Meeting and shall be      open to inspection by any member of theCompany. |   |   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |   |   |
| 198.   | All notices of and other      communications relating to any General Meeting of a Company which any Member of the      Company is entitled to have sent to him shall also be forwarded to the Auditors      of the Company; and the Auditors shall be entitled to attend any General Meeting and      to be heard at any General Meeting which they attend on any part of the business      which concerns them as Auditors.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                              | Auditors’ right to attend    meetings                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 199    | In addition to the matter which      under the preceding Article the Auditor is required to state in his Report, he shall      also state in his Report:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                              | Additional information in Auditors’ Report                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |

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|                                                                                                                                     |   |   | (i)                                                                                                                                                                                                                                                                                                                                                        | whether or not the information and      explanations required by him have been found to be      satisfactory;                            |
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|                                                                                                                                     |   |   |                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                          |
|                                                                                                                                     |   |   | (ii)                                                                                                                                                                                                                                                                                                                                                       | whether or not the transactions of      the Company which have come to his notice have been within the powers      of the Company;       |
|                                                                                                                                     |   |   |                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                          |
|                                                                                                                                     |   |   | (iii)                                                                                                                                                                                                                                                                                                                                                      | whether or not the returns      received from branch offices of the Company have been found adequate for the      purposes of his audit; |
|                                                                                                                                     |   |   |                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                          |
|                                                                                                                                     |   |   | (iv)                                                                                                                                                                                                                                                                                                                                                       | whether the Profit and Loss      Account shows a true balance (profit or loss) for the period covered by such      accounts;             |
|                                                                                                                                     |   |   |                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                          |
|                                                                                                                                     |   |   | (v)                                                                                                                                                                                                                                                                                                                                                        | any other matter which he      considers should be brought to the notice of the shareholders of the      Company.                        |
|                                                                                                                                     |   |   |                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                          |
| Reasons for qualifications      in the      Auditors Report                                                                         |   | 200.   | Where any of the matters referred      to in the Act hereof is answered in the negative or with a qualification, the      Auditors’ Report shall state the reason for the      answer.                                                                                                                                                     |
|                                                                                                                                     |   |   |                                                                                                                                                                                                                                                                                                                                                       |
| No qualifying remark in      Auditors  Report for nondisclosure of certain      information                     |   | 201.   | The accounts of the Company shall      not be deemed as not having been and the Auditors’ Report shall not state that those accounts have not      been properly drawn up on the ground merely that the      Company has not disclosed certain matters if:                                                                            |
|                                                                                                                                     |   |   |                                                                                                                                                                                                                                                                                                                                                       |
|                                                                                                                                     |   |   | (i)                                                                                                                                                                                                                                                                                                                                                        | those matters are such as the      Company is not required to disclose by virtue of any provisions contained in the      said Acts; and  |
|                                                                                                                                     |   |   |                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                          |
|                                                                                                                                     |   |   | (ii)                                                                                                                                                                                                                                                                                                                                                       | those provisions are specified in      the Balance Sheet and Profit and Loss Account of the    Company.                                  |
|                                                                                                                                     |   |   |                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                          |
| Accounts when audited and approved to be conclusive except as to      errors discovered      within threemonths |   | 202.   | Every account, when audited and      approved by a General Meeting, shall be conclusive except as regards any error      discovered therein within three months after the approval thereof. Whenever any such error      is discovered within that period, the account shall forthwith be corrected and      henceforth shall beconclusive. |

| Notice |   | 203.   | (a)    | A notice (which expression for the      purposes of these presents shall be deemed to include and shall include any      summon, notice, process, order, judgement or any other document in relation      to or in the winding up of the Company) may be given by the Company to any      Member either personally or by sending it by post to him to his      registered address or if he has no registered address in India to the address, if any,      within India supplied by him to the Company for the giving of notices to      him.                                                                                                             |
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|   |   |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|   |   |   | (b)    | Where a notice is sent by post,      the service of such notice shall be deemed to be effected by properly      addressing, pre-paying and posting a letter containing the notice.  Provided that where a Member has      intimated to the Company in advance that documents should be sent to him      under a certificate of posting or by registered post with or without      acknowledgement due and has deposited with the Company a sum sufficient to defray      the expenses of doing so, service of the document or notice shall not be      deemed to be effected unless it is sent in the manner intimated by the      Member. |

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| 204.   | If a Member has no registered      address in India and has not supplied to the Company an address within India for the      giving of notices to him a notice advertised in a newspaper circulating in the      neighbourhood of the Registered Office shall be deemed to be duly given to him on      the day on which the advertisement appears.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                          | Notice on Members having no registered address                             |
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| 205.   | A notice may be given by the      Company to the persons entitled to a share in consequence of the death or      insolvency of a Member by sending it through the post in a pre-paid letter      addressed to them by name or by the title of representatives of the deceased or assignee of the      insolvent or by any like description at the address (if any) in India supplied      for the purpose by the persons claiming to be so entitled or (until such an address      has been so supplied) by giving the notice in any manner in which the same might      have been given if the death or insolvency had not    occurred.                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                          | Notice on persons acquiring shares on death or insolvency of  Members |
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| 206.   | Subject to the provisions of the      Act and these presents, notice of every General Meeting shall be given in any      manner hereinbefore authorised to:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                          | Persons entitled to notice of General Meeting                              |
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|   | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | every Member      of the Company;                                                                                                                                                                             |                                                                                 |   |
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|   | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | every person entitled to a share      in consequence of the death or insolvency of a Member who, but for his death      or insolvency, would be entitled to receive notice of the Meeting;      and |                                                                                 |   |
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|   | (iii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | the Auditor or      Auditors of the Company.                                                                                                                                                                  |                                                                                 |   |
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| 207.   | Any notice to be given by the      Company shall be signed by the Secretary or by such Director or officer as the      Directors may appoint. Such signature may be written, printed or      lithographed.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                          | Notice by Company and signature      thereto                                    |
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| 208.   | Every person who, by operation of      law, transfer or other means whatsoever, shall become entitled to any share,      shall be bound by every notice in respect of such share, which previously to his      name and address and title to the share being notified to the Company, shall have been      duly given to the person from whom he derives his title to such      share.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                          | Transferee, etc., bound by prior notices                                   |
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| 209.   | Subject to the provisions of the      Act and these presents, any notice given in pursuance of these presents or      document delivered or sent by post to or left at the registered address of any Member      or at the address given by him in pursuance of these presents shall      notwithstanding such Member be then deceased and whether or not the Company have notice of      his decease, be deemed to have been duly served in respect of any      registered share, whether held solely or jointly with other persons by such Member until some      other person be registered in his stead as the holder or the joint-holder thereof      and such service shall, for all purposes of these presents, be deemed sufficient      service of such notice or document on his or her heirs, executors or administrators      and all persons, if any, jointly interested with him or her in any such      share. |                                                                                                                                                                                                          | Notice valid though Member    deceased                                          |
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| 210.   | For winding up of the Company, the      provisions contained in the Banking Act will apply and the provisions of the      Act will also apply to the extent to which they are not varied or inconsistent with      the Banking Act. |   | Winding      up                      |
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| 211.   | If the Company shall be wound up      and the assets available for distribution among the Members as such shall be      insufficient to repay the whole of the paid-up    capital,                                                       |   | Distribution in specie or  kind |

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|                                          |   |   | such assets shall be distributed      so that, as nearly as may be, the losses shall be borne by the Members in proportion      to the capital paid up, or which ought to have been paid up, at the commencement      of the winding up, on the shares held by them, respectively. And if in a winding      up, the assets available for distribution among the Members shall be more than      sufficient to repay the whole of the capital paid up at the commencement of the winding      up, the excess shall be distributed amongst the Members in proportion to the      capital, at the commencement of the winding up, paid up or which ought to have been      paid up on the shares held by them, respectively. But this Article is to be without      prejudice to the rights of the holders of shares issued upon special terms and      conditions. |
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| Distribution      of assets                   |   | 212.   | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | If the Company shall be wound up      whether voluntarily or otherwise, the liquidators may, with the sanction      of a Special Resolution and any other sanction required by the Act,      divide amongst the contributories in specie or kind, the whole or any part of the      assets of the Company and may, with like sanction, vest the whole or any      part of the assets of the Company in trustees upon such trusts for the benefit      of the contributories or any of them, as the liquidators with the like sanction      shall think fit. |
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|                                          |   |   | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | If thought expedient any such      distribution may subject to the provisions of the Act, the Memorandum and these      presents, be otherwise than in accordance with the legal rights      of the contributories and in particular any class may be given preference or      special rights or may be excluded altogether or in part but in case any      distribution otherwise than in accordance with the legal rights of the contributories      shall be determined on, any contributory who would be prejudiced thereby      shall have a right to dissent and ancillary rights as if such determination      were a Special Resolution passed pursuant to Section 494 of the      Act. |
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|                                          |   |   | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | In case any share to be divided as      aforesaid involve a liability to calls or otherwise any person entitled      under such division to any of the said share may within 10 days after the      passing of the Special Resolution by notice in writing direct the liquidators to      sell his portion and pay him the net proceeds and the liquidators shall, if      practicable, act accordingly. |
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| Right of shareholders in case of    sale |   | 213.   | A Special Resolution sanctioning a      sale to any other company duly passed pursuant to Section 494 of the Act may, in      like manner, as aforesaid determine that any shares or other consideration receivable      by the liquidators be distributed amongst the Members otherwise than in      accordance with their existing rights and any such determination shall be binding      upon all the Members subject to the rights of dissent and consequential rights conferred      by the said Section.                                                                                                                                                                                                                                                                                                                                                                      |
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| Secrecy      clause |   | 214.   | No Member shall be entitled to      require discovery of or any information respecting any detail of the Company’s trading or any matter which may be in the nature of      a trade secret, mystery of trade or      secret process which may relate to the conduct of the business of the Company and      which, in the opinion of the Directors, will be inexpedient in the interest of the      Company to communicate the same. |
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| Directors’ and others’  right to      indemnity |   | 215.   | (a)    | Subject to the provisions of      Section 201 of the Act, every Director of the Company, officer (whether Managing      Director, Manager, Secretary or other |
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|   |   | officer) or      employee or any person employed by the Company as Auditor shall be      indemnified by the Company against and it shall be the duty of the      Directors out of the funds of the Company to pay all costs, losses and      expenses (including travelling expenses) which any such Director, officer,      other employee or Auditor may incur or become liable to by reason of any      contract entered into or act or deed done by him as such Director,      officer, other employee or Auditor or in any way in the discharge of his      duties. |
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|   | (b)    | Subject as      aforesaid every Director, officer, other employee or Auditor of the      Company shall be indemnified against any liability incurred by him in      defending any proceedings whether civil or criminal, in which judgement is      given in his favour or in which he is acquitted or discharged in      connection with any application under Section 633 of the Act in which      relief is granted to him by thecourt.                                                                                                                               |

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| Sr.No. |   | Name of the      Subscriberand      Signature                                                     | Address &      Occupationof each      Subscriber                                                                         | No. of      Sharestaken by      eachSubscriber | Witness |
|--------|--------|---------------------------------------------------------------------------------------------------|------------------------------------------------------------------------------------------------------------------------------|------------------------------------------------|---------|
| 1      |   | Narayanan      VaghulS/o. V.      NarayananSd/-ChairmanICICI                                      | 1301,      RadhikaOff Sayani      RoadPrabhadeviMumbai 400      025Banker                                                    | 100(One      Hundred)                          |         |
|   |   |                                                                                              |                                                                                                                         |                                           |
| 2      |   | Parampally      Vasudeva MaiyaS/o. P.      Ganapayya MaiyaSd/-Executive      DirectorSCICI        | Flat No.      172-BJolly Maker      Apartments ICuffe      ParadeMumbai 400      005Bank      Executive                      | 100(One      Hundred)                          |
|   |   |                                                                                              |                                                                                                                         |                                           |
| 3      |   | Lalita Dileep      GupteW/o. Dileep      GupteSd/-Chief General      ManagerICICI                 | 153-C, Mhaskar      BuildingOpp. Ruia      BuildingSir      Balachander RoadMatungaMumbai 400      019Company      Executive | 100(One      Hundred)                          |
|   |   |                                                                                              |                                                                                                                         |                                           |
| 4      |   | Girish      Sumanlal MehtaS/o. Sumanlal      MehtaSd/-Company      SecretaryICICI                 | A-6, ICICI      ApartmentsP. Balu      MargPrabhadeviMumbai 400      025Company      Executive                               | 100(One      Hundred)                          |
|   |   |                                                                                              |                                                                                                                         |                                           |
| 5      |   | Shashikant      Harilal BhojaniS/o. Harilal      BhojaniSd/-Corporate      Legal AdvisorICICI     | A-73, Ocean      GoldTwin Tower      LanePrabhadeviMumbai 400      025Company      Executive                                 | 100(One      Hundred)                          |
|   |   |                                                                                              |                                                                                                                         |                                           |
| 6      |   | Sethumadhava      Rao RagothamanS/o. K.      Sethumadhava RaoSd/-Deputy General      ManagerICICI | C-22, ICICI      ApartmentsP. Balu      MargPrabhadeviMumbai 400      025Company      Executive                              | 100(One      Hundred)                          |
|   |   |                                                                                              |                                                                                                                         |                                           |
| 7      |   | Kalpana      MorpariaW/o. Jaisingh      MorpariaSd/-Assistant      General ManagerICICI           | A-13, Ocean      GoldTwin Tower      LanePrabhadeviMumbai 400      025Company      Officer                                   | 100(One      Hundred)                          |
|   |   |                                                                                              |                                                                                                                         |                                           |
|   |   |                                                                                              | Total number      of shares taken:                                                                                           | 700(Seven      HundredEquity      Shares)      |

| Dated this      22nd day of December, 1993. |   |   |   |
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