Red Herring Prospectus Dated January 17, 2007 100% Book Built Issue INDIAN BANK (Indian Bank was originally incorporated on March 5, 1907 under provisions of the Indian Companies Act, 1882 as "The Indian Bank Limited" with its head office at Chennai (then known as Madras). For details of change in name and head office, see the section titled "History and Certain Corporate Matters" on page 100 of this Red Herring Prospectus). (Constituted under the Banking Companies (Acquisition and Transfer of Undertakings) Act, 1970 on July 19, 1969) Head Office: 66, Rajaji Salai, Chennai 600 001, India Tel: (91 44) 25260337; Fax: (91 44) 25263949 Contact Person: V. Ganesan; Email: [email protected]; Website: www.indianbank.in PUBLIC ISSUE OF 85,950,000 EQUITY SHARES OF RS. 10 EACH ("EQUITY SHARES") OF INDIAN BANK (THE "BANK" OR THE "ISSUER") FOR CASH AT A PRICE OF RS. [z] PER EQUITY SHARE (INCLUDING A SHARE PREMIUM OF RS. [z] PER EQUITY SHARE) AGGREGATING RS. [z] MILLION (THE "ISSUE"). THE ISSUE INCLUDES A RESERVATION OF 8,595,000 EQUITY SHARES OF RS. 10 EACH FOR THE ELIGIBLE EMPLOYEES (THE "EMPLOYEE RESERVATION PORTION"). THE ISSUE LESS THE EMPLOYEE RESERVATION PORTION IS REFERRED TO AS THE "NET ISSUE". THE ISSUE WILL CONSTITUTE 25 % OF THE PRE ISSUE AND 20 % OF THE POST ISSUE FULLY DILUTED PAID-UP EQUITY CAPITAL OF THE BANK. PRICE BAND: RS. 77 TO RS. 91 PER EQUITY SHARE OF FACE VALUE RS. 10 EACH. THE FACE VALUE OF THE EQUITY SHARES IS RS. 10. THE ISSUE PRICE IS 7.7 TIMES THE FACE VALUE AT THE LOWER END OF THE PRICE BAND AND 9.1 TIMES THE FACE VALUE AT THE HIGHER END OF THE PRICE BAND. In case of revision in the Price Band, the Bidding/ Issue Period will be extended for three additional working days after revision of the Price Band, subject to the Bidding/Issue period not exceeding ten working days. Any revision in the Price Band, and the revised Bidding/Issue Period, if applicable, will be widely disseminated by notification to the National Stock Exchange of India Limited (the "NSE") and the Bombay Stock Exchange Limited (the "BSE"), by issuing a press release, and also by indicating the change on the websites of the Book Running Lead Managers ("BRLMs"), and the terminals of the Syndicate Members. In terms of Rule 19(2)(b) of the Securities Contract Regulation Rules, 1957, ("SCRR") this being an Issue for less than 25% of the post-Issue capital, the Issue is being made through the 100% Book Building Process wherein at least 60% of the Net Issue shall be Allotted on a proportionate basis to Qualified Institutional Buyers ("QIBs"). 5% of the QIB Portion shall be available for allocation to Mutual Funds only and the remaining QIB Portion shall be available for allocation to all the QIB Bidders, including Mutual Funds, subject to valid Bids being received at or above the Issue Price. If at least 60% of the Net Issue cannot be Allotted to QIBs, then the entire application money will be refunded. Further, not less than 10% of the Net Issue shall be available for allocation on a proportionate basis to Non-Institutional Bidders and not less than 30% of the Net Issue shall be available for allocation on a proportionate basis to Retail Individual Bidders, subject to valid Bids being received at or above the Issue Price. Further, 8,595,500 Equity Shares shall be available for allocation on a proportionate basis to the Eligible Employees, subject to valid Bids being received at or above the Issue Price. We have not opted for IPO grading of the Issue. RISK IN RELATION TO THE FIRST ISSUE This being the first public issue of Equity Shares of the Bank, there has been no formal market for the Equity Shares of the Bank. The face value of the Equity Shares is Rs. 10 and the Issue Price is [z] times the face value. The Issue Price (as determined by the Bank in consultation with the BRLMs on the basis of assessment of market demand for the Equity Shares by way of book-building) should not be taken to be indicative of the market price of the Equity Shares after the Equity Shares are listed. No assurance can be given regarding an active and/ or sustained trading in the Equity Shares or regarding the price at which the Equity Shares will be traded after listing. GENERAL RISKS Investments in equity and equity-related securities involve a degree of risk and investors should not invest any funds in this Issue unless they can afford to take the risk of losing their investment. Investors are advised to read the risk factors carefully before taking an investment decision in this Issue. For taking an investment decision, investors must rely on their own examination of the Bank and the Issue; including the risks involved. The Equity Shares offered in the Issue have not been recommended or approved by the Securities and Exchange Board of India (“SEBI”), nor does SEBI guarantee the accuracy or adequacy of the contents of this Red Herring Prospectus. Specific attention of the investors is invited to the section titled “Risk Factors” on page xi of this Red Herring Prospectus. ISSUER’S ABSOLUTE RESPONSIBILITY The Bank, having made all reasonable inquiries, accepts responsibility for and confirms that this Red Herring Prospectus contains all information with regard to the Bank and the Issue, which is material in the context of the Issue, that the information contained in this Red Herring Prospectus is true and correct in all material aspects and is not misleading in any material respect, that the opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of which makes this Red Herring Prospectus as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect. LISTING The Equity Shares offered through this Red Herring Prospectus are proposed to be listed on the NSE and the BSE. We have received in- principle approval from the NSE and the BSE for the listing of the Equity Shares pursuant to letters dated December 15, 2006 and December 21, 2006, respectively. The Designated Stock Exchange for the purposes of the Issue shall be the NSE. BOOK RUNNING LEAD MANAGERS REGISTRAR TO THE ISSUE SBI CAPITAL MARKETS LIMITED ENAM FINANCIAL CONSULTANTS ICICI SECURITIES LIMITED KOTAK MAHINDRA CAPITAL CAMEO CORPORATE SERVICES LIMITED 202, Maker Tower - E PRIVATE LIMITED ICICI Centre COMPANY LIMITED Subramanian Building Cuffe Parade 801/802, Dalamal Towers, Nariman Point H.T. Parekh Marg., Churchgate 3rd Floor, Bakhtawar, 1 Club House Road Mumbai 400 005, India Mumbai 400 021, India Mumbai 400 020, India 229 Nariman Point, Mumbai 400 021, India Chennai 600 002, India Tel: (91 22) 22189166 Tel: (91 22) 66381800 Tel: (91 22) 22882460 Tel: (91 22) 66341100 Tel: (91 44) 28460390 Fax: (91 22) 22188332 Fax: (91 22) 22846824 Fax: (91 22) 22826580 Fax: (91 22) 22840492 Fax: (91 44) 28460129 Email: [email protected] Email: [email protected] Email: [email protected] Email: [email protected] Email: [email protected] Website: www.sbicaps.com Website: www.enam.com Website: www.icicisecurities.com Website: www.kotak.com Website: www.cameoindia.com Contact Person: Rohan Talwar Contact Person: Kinjal Palan Contact Person: Ratnadeep Acharyya Contact Person: Chandrakant Bhole Contact Person: R.D. Ramasamy ISSUE PROGRAMME BID / ISSUE OPENS ON : FEBRUARY 5, 2007 BID / ISSUE CLOSES ON : FEBRUARY 9, 2007 TABLE OF CONTENTS DEFINITIONS AND ABBREVIATIONS .................................................................................................... i PRESENTATION OF FINANCIAL AND MARKET DATA ........................................................................ ix FORWARD-LOOKING STATEMENTS .................................................................................................... x RISK FACTORS....................................................................................................................................... xi SUMMARY OF OUR BUSINESS............................................................................................................. 1 SUMMARY FINANCIAL INFORMATION ................................................................................................. 4 THE ISSUE .............................................................................................................................................. 11 GENERAL INFORMATION ...................................................................................................................... 12 CAPITAL STRUCTURE ........................................................................................................................... 19 OBJECTS OF THE ISSUE ...................................................................................................................... 24 BASIS FOR ISSUE PRICE ...................................................................................................................... 26 STATEMENT OF TAX BENEFITS ........................................................................................................... 28 INDIAN BANKING SECTOR .................................................................................................................... 33 OUR BUSINESS ...................................................................................................................................... 42 REGULATIONS AND POLICIES ............................................................................................................. 68 HISTORY AND CERTAIN CORPORATE MATTERS .............................................................................