11:49 May 21, 2013  

Bank of Baroda

HSL Code: BANBAR   |   BSE Code: 532134  |   NSE Symbol: BANKBARODA  |   ISIN: INE028A01013
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BANK OF BARODA

ANNUAL REPORT 2011-2012

DIRECTOR`S REPORT

Performance Highlights:

*  Total  Business  (Deposit+Advances)  increased  to  Rs  6,72,248   crore 
reflecting a growth of 25.86%.

* Gross Profit and Net Profit were Rs 8,580.62 crore and Rs 5,006.96  crore 
respectively. Net Profit registered a growth of 18.04% over previous year.

* Credit-Deposit Ratio stood at 86.86% as against 86.77% last year.

* Retail Credit posted a growth of 9.97% constituting 17.36% of your Bank`s 
Gross Domestic Credit in FY12.

*  Net  Interest  Margin (NIM) as per cent of interest  earning  assets  in 
global  operations was at the level of 2.97% and in domestic operations  at 
3.51%.

*  Net  NPAs to Net Advances stood at 0.54% this year  against  0.35%  last 
year.

* Capital Adequacy Ratio (CAR) as per Basel II stood at 14.67%.

* Net Worth improved to Rs 26,203.67 crore registering a rise of 32.67%.

* Book Value improved from Rs 504.43 to Rs 637.37 on year.

*  Business  per Employee moved up from Rs 1,229 lakh to Rs 1,466  lakh  on 
year.

Segment-Wise Performance:

The  Segment  Results  for the year FY12 reveal that  the  contribution  of 
Treasury  Operations  was  Rs 887.72  crore,  that  of  Corporate/Wholesale 
Banking was Rs 965.87 crore, that of Retail Banking was Rs 2,782.37  crore, 
and  of Other Banking Operations was Rs 2,959.73 crore. Your Bank earned  a 
Profit  after  Tax (PAT) of Rs 5,006.96 crore after deducting  Rs  1,569.89 
crore  of unallocated expenditure and Rs 1,018.84 crore  towards  provision 
for tax.

Dividend:

Your  Bank`s Directors have proposed a dividend of Rs 17 per share (on  the 
face  value of Rs 10/-per share) for the year ended March 31st,  2012.  The 
total  outgo  in the form of dividend, including taxes, will be  Rs  812.29 
crore.

Capital Adequacy Ratio (CAR):

Your  Bank`s Capital Adequacy Ratio (CAR) was comfortable at  14.67%  under 
Basel II as on 31st March 2012.

Your  Bank`s  Net  Worth  as at 31st March  2012  was  Rs  26,203.67  crore 
comprising  paid-up  equity  capital  of  Rs  412.38  crore  and   reserves 
(excluding  revaluation  reserves)  of Rs 25,791.29  crore.  An  amount  of 
Rs.4,194.67 crore was transferred to reserves from the profits earned.

Provisions towards Retirement and Other Benefits:

During  the  year FY12, your Bank made provision  towards  contribution  to 
gratuity  (Rs  145.63  crore),  pension  funds  (Rs  671.88  crore),  leave 
encashment  (Rs 93.46 crore) and additional retirement benefits  (Rs  80.97 
crore)  on  actuarial basis. Total provisions under these  four  categories 
amounted to Rs 991.94 crore during the year FY12, against Rs 1,160.42 crore 
during FY11. Total corpus available with your Bank at the end of March 2012 
under  these  heads was: Rs 1,416.85 crore (gratuity),  Rs  5,935.62  crore 
(pension  funds), Rs 566.01 crore (leave encashment), and Rs  446.62  crore 
(additional retirement benefits).

Key Financial Ratios:

Particulars	                                       FY12	       FY11

Return on Average Assets (ROAA) (%)	               1.24	       1.33

Average Cost of Funds (%)	                       5.64	       4.67

Average Yield (%)	                               8.55	       7.76

Average Interest Earning Assets (Rs crore)	3,47,223.21	2,82,109.79

Average Interest Bearing Liabilities 
(Rs crore)	                                3,43,397.26	2,80,098.94

Net Interest Margin (%)	                               2.97	       3.12

Cost-Income Ratio (%)	                              37.55	      39.87

Book Value per Share (Rs)	                     637.37	     504.43

EPS (Rs)	                                     127.84	     116.37

BANK OF BARODA

ANNUAL REPORT 2011-2012

MANAGEMENT DISCUSSION AND ANALYSIS

Economic Scene in FY12 and Outlook for FY13:

The  Central  Statistical  Organization, Government  of  India  has  placed 
India`s  economic growth during FY12 at 6.9% much lower than the growth  of 
8.4% witnessed during the previous two fiscal years. During FY12, while the 
economy could draw support from relatively robust agriculture and services, 
the slowdown was quite acute in industrial sector. The growth in industrial 
production  significantly  decelerated from 8.2% in FY11 to 2.8%  in  FY12. 
Within the industrial sector, maximum stresses were seen in mining, capital 
goods  &  intermediate goods sectors, which posted  negative  growth  rates 
during  the  year  FY12.  Factors  like  sustained  input  cost  pressures, 
shortages of important intermediates like coal and iron ore, uncertainty in 
land acquisition and environment clearances, sharp depreciation in rupee of 
19.0%  against  the  US  dollar between end-Dec,  2010  and  end-Dec,  2011 
substantially depressed the investment sentiment during FY12.

Both  investment and savings rates declined significantly between FY10  and 
FY12.  As per the International Monetary Fund`s (IMF) calculation,  India`s 
savings  rate declined from 33.5% in FY10 to 31.3% in FY12  and  investment 
rate  from  36.3%  in  FY10  to  34.0%  in  FY12.  According  to  RBI,  the 
deceleration  in capital formation is apparent in the sharp  moderation  in 
the  number/outlay  of  projects sanctioned by major  banks  and  financial 
institutions   during  FY12.  The  decline  in  financial  assistance   was 
particularly acute for `metal & metal products` and power industries.

Inflationary risks persisted throughout FY12 with headline (WPI)  inflation 
averaging  around 8.8% for the full year. Headline inflation, which was  at 
10.0%  in Sept, 2011, however eased to 6.69% in Mar, 2012 on account  of  a 
seasonal  decline in certain food prices and favourable base effect.  After 
raising the policy rate by 375 bps during Mar, 2010 to Oct, 2011 to contain 
inflation  and anchor inflation expectations, the RBI paused in its  policy 
review  in Dec, 2011. The emerging growth-inflation dynamics  prompted  the 
central  bank to indicate that no further tightening was required and  that 
future actions would be towards lowering the rates.

India`s  balance  of payments (BoP) came under stress during  FY12  due  to 
deterioration of the trade balance and moderation in capital inflows. While 
exports  grew  at the modest pace of 21.0% (y-o-y) to US$  304  billion  in 
FY12,  imports  grew by 32.2% to US$ 489 billion,  widening  India`s  trade 
deficit  from  US$  119  billion  in FY11  to  US$  185  billion  in  FY12. 
Notwithstanding the rupee depreciation, the trade deficit increased in FY12 
primarily  due  to a slowdown in global demand, inadequate  passthrough  of 
higher global oil prices and the relatively price inelastic nature of  some 
of India`s imports like gold and silver. India`s current account deficit is 
expected  to  touch 4.0% of GDP in FY12. After the boom in FII  inflows  in 
FY11, rising global risk aversion and domestic policy concerns reduced  the 
FII  inflows  by 43.0% (y-o-y) in FY12 to US$ 16.8 billion.  This  was  the 
lowest  FII investment in the last three years. Investment in  Indian  ADRs 
and GDRs too declined in FY12 to US$ 597 million.

Foreign Direct Investment (FDI) in India, however, spiked 34.0% (y-o-y)  in 
FY12  to  a record US$ 46.8 billion thanks to a spate of  some  big  ticket 
deals like Vedanta or British BP, etc.

In nominal terms, India`s rupee depreciated by 18.3% against the US  dollar 
from the last week of Aug, 2011 to mid-Dec, 2011 after being largely range-
bound during the first four months of FY12. Subsequently, the exchange rate 
stabilized in response to the measures taken by the RBI and the  Government 
aimed at improving dollar supply in the foreign exchange market as also  to 
curb speculation.

Lower  tax  revenues, poor disinvestment receipts and  higher  spending  on 
subsidies pushed up the central government`s fiscal deficit to 5.9% of  GDP 
in FY12 as against the target of 4.6%.

Going forward into FY13, assuming a normal monsoon, the baseline GDP growth 
is projected at 7.3% by the RBI in its Annual Monetary Policy Statement for 
FY13 on the back of marginally improved global outlook and expected revival 
in domestic investment sentiment. Inflation, however, is forecast to remain 
above the RBI`s comfort zone and placed at 6.5%. The fiscal correction,  as 
indicated in the Union Budget for FY13, along with other policy measures to 
address  supply-side  bottlenecks  in  agriculture,  energy  and  transport 
sectors,  are  expected  to create conditions  for  revival  of  investment 
activity in India during FY13.

Performance of Indian Banking Sector in FY12 and Outlook for FY13:

Credit  growth of Indian commercial banks had been showing  a  decelerating 
trend from Dec, 2010 on the back of elevated inflation, interest rates  and 
intensification  of supply-side constraints. The year FY12 ended with  bank 
credit  growth of 19.3% and aggregate deposit growth of 17.4%. Even  though 
the divergence between credit and deposit growth rates had narrowed  during 
the first three quarters of FY12, it widened during the fourth quarter  due 
to  a sharper deceleration in deposit growth in Q4, FY12. This resulted  in 
increased dependence of commercial banks on non-deposit sources of  finance 
(i.e., borrowings) during Q4, FY12.

While  the  deceleration in bank credit growth was contributed by  all  the 
sectors, i.e., agriculture, industry, services and personal loans, the  RBI 
data  showed that the deceleration was particularly sharp  in  agriculture, 
real    estate,    hotels    &    restaurants,    professional    services, 
telecommunication,  power,  cement,  textiles, iron &  steel  and  personal 
vehicle loans.

Increasing stress in the corporate sector was reflected in the quantum jump 
in  the corporate debt that came up for restructuring before the  Corporate 
Debt  Restructuring Cell during FY12. According to RBI, the Indian  banking 
sector, in general became risk averse during FY12 to avoid the  possibility 
of  adverse selection in the given economic environment. As per  the  RBI`s 
report,  the Gross NPA ratio of the Indian banking industry worsened by  59 
basis points (bps) between end-Mar, 2011 to end-Dec, 2011 due to  continued 
economic  stresses  and  capital to risk-weighted  asset  ratio  (CRAR)  of 
Banking  industry  deteriorated  by 91 bps during the  said  period.  These 
factors appear to have negatively impacted the Banking sector`s capacity to 
extend credit during FY12. As a result, there was a compositional shift  in 
Banks` asset portfolio in favour of investments in government securities.

Liquidity  conditions remained in a deficit mode throughout FY12.  However, 
beginning Nov, 2011, the liquidity deficit went beyond the comfort level of 
(+)/(-) one per cent of net demand and time liabilities (NDTL) of banks. As 
a result, the RBI took steps to inject primary liquidity of a more  durable 
nature in the form of open market operations and the aggressive cuts in the 
cash  reserve ratio (by 125 bps during Jan - Mar, 2012), which helped  ease 
the liquidity tightness to a great extent.

Going  forward  into  FY13, the RBI has  projected  aggregate  deposits  of 
commercial banks to grow by 16.0% and non-food credit by 17.0% in line with 
the  overall  GDP growth of 7.3% and broad money supply  growth  of  15.0%. 
Banks with good capital strength, a balanced loan-mix, stable net  interest 
margins  (NIMs) and lower incremental delinquency ratios are likely to  see 
decent earnings growth in FY13 also, despite subdued economic environment.

Risk Management:

Risk  is an exposure to a transaction which may result in a loss with  some 
probability.  In financial institutions, risk results from  variations  and 
fluctuations in assets, liabilities, incomes and outflows & inflows of cash 
etc. While the types and degree of risks an organization may be exposed to, 
depend  upon a number of factors, it is believed that generally Banks  face 
Credit,  Market, Liquidity, Operational, Compliance, Legal, Regulatory  and 
Reputation risks.

Your Bank has set up a sound Risk Management architecture wherein the risks 
are assumed within the risk appetites defined by your Bank`s Board.

Risk Management Structure:

The Board of Directors of your Bank has the authority and responsibility to 
implement  Risk  Management  Architecture of  your  Bank.  Risk  Management 
Committee  of  Executives and Risk Management Committee of  the  Board  are 
looking  after the implementation of integrated risk management systems  in 
your Bank.

The Sub Committee of the Board on ALM (Asset Liability Management) and Risk 
Management Division assist the Board on financial risk related issues. Your 
Bank  has  a full-fledged Risk Management Department headed  by  a  General 
Manager  and  consisting of a team of qualified,  trained  and  experienced 
employees.  Your Bank has set up separate committees, of Top Executives  of 
your Bank to supervise the respective risk management functions as under.

Asset  Liability  Management  Committee (ALCO) is a  decision  making  unit 
responsible  for  balance  sheet planning from  a  risk-return  perspective 
including  the strategic management of interest rate and  liquidity  risks. 
The  business  issues that an ALCO would consider,  inter  alia,  typically 
include  product pricing for both deposits and advances,  desired  maturity 
profiles of the incremental assets and liabilities, etc. It also plans  out 
strategies to meet asset-liability mismatches.

Credit  Policy  Committee  (CPC) has the responsibility  to  formulate  and 
implement various enterprise-wide credit risk strategies including  lending 
policies  and also to monitor your Bank`s credit risk management  functions 
on a regular basis.

Operational  Risk  Management Committee (ORMC) has  the  responsibility  of 
evaluating and taking necessary steps for mitigation of operational risk by 
designing and maintaining an explicit operational risk management  process. 
It  also  ensures  that the norms, policies and  guidelines  laid  down  in 
Operational Risk Management Policy are strictly adhered to.

Risk Management Policy:

Your  Bank has Board-approved policies and procedures in place to  measure, 
manage  and  mitigate  various risks that it is exposed  to.  In  order  to 
provide  ready reference and guidance to various functionaries of the  Risk 
Management System in your Bank, it has in place Asset Liability  Management 
and Group Risk Policy, Domestic Loan Policy, Mid Office Policy, Off Balance 
Sheet  Exposure  Policy (domestic), Business  Continuity  Planning  Policy, 
Pillar III Disclosure Policy, Operational Risk Management Policy,  Internal 
Capital  Adequacy  Assessment  Process (ICAAP), Stress  Test,  Credit  Risk 
Mitigation and Collateral Management Policy duly approved by its Board.

Risk Management - Implementation and Monitoring System:

The  monitoring mechanism of major risks like Liquidity Risk, Credit  Risk, 
Market Risk and Operational Risk are as under.

Liquidity Risk:

Liquidity  risk is the current and prospective risk to earnings or  capital 
arising  from a bank`s inability to meet its obligations when  they  become 
due  without  incurring unacceptable losses. Liquidity  risk  includes  the 
inability  to  manage unplanned decreases or changes  in  funding  sources. 
Liquidity risk also arises from the failure to recognize or address changes 
in  market conditions that affect the ability to liquidate  assets  quickly 
and with minimal loss in value.

During  the  year  under review, Indian banking system  exhibited  a  stiff 
systemic  liquidity  position  with some adjustments done  by  the  central 
monetary authority to balance credit growth and control inflation. In  your 
Bank, the liquidity risk is measured by its flow approach on a daily  basis 
through Structural Liquidity Gap reports and on a dynamic basis by  Dynamic 
Gap reports prepared every fortnight for the subsequent three months. Under 
Stock  Approach, your Bank has established a series of caps  on  activities 
such  as  daily  call  lending,  daily  call  borrowings,  net  short  term 
borrowings and net credit to customer deposit ratio and prime asset  ratio, 
etc.  The  Asset  Liability  Management (ALM) Cell,  working  in  the  Risk 
Management  Department reviews the liquidity position on a daily  basis  to 
ensure that the negative liquidity gap does not exceed the tolerance  limit 
in the respective time buckets. Your Bank`s specialized Integrated Treasury 
Branch,  Mumbai assesses the domestic liquidity in respect of  all  foreign 
currency  exposures.  In  respect of overseas  operations,  each  territory 
assesses its currency wise liquidity position at prescribed intervals.  The 
funding requirements in case of contingencies are also examined at  regular 
intervals  to  prepare your Bank to meet any exigencies of a  shortfall  in 
funds`   position.  Your  Bank  has  managed  its  liquidity   by   prudent 
diversification  of the overall deposit base, control on the level of  bulk 
deposits,  and  ready  access  to  wholesale  funds  under  normal   market 
conditions. Your Bank has significant level of marketable securities, which 
can be sold, used for repo borrowings or as collaterals, if required.

Credit Risk:

Credit  risk  is  defined  as the possibility  of  losses  associated  with 
decrease  in the credit quality of the borrower or the counter parties.  In 
any bank`s portfolio, losses stem from outside defaults due to inability or 
unwillingness  of  the  customer  or  the  counter  party  to  meet   their 
commitments.  Losses may also result from reduction in the portfolio  value 
arising  from  actual  or perceived deterioration  in  credit  quality.  In 
general,   credit   risk  management  processes   involve   identification, 
measurement, monitoring and control of credit exposures.

In  your  Bank, the Credit Risk management ensures that  your  Bank`s  risk 
identification and reporting controls in credit processes are adequate  and 
functional.  Top management regularly gauges your Bank`s economic  standing 
and loss-prevention strategy by reviewing risk controls.

Your  Bank  has  various policies in place such as  Domestic  Loan  Policy, 
Investment  Policy,  Off-Balance Sheet Exposure Policy, etc. to  guide  its 
operating  units. It has specified various prudential caps for credit  risk 
exposures.  Your  Bank also conducts industry studies to  assess  the  risk 
prevalent  in industries where your Bank has sizable exposure and also  for 
identification of sunrise industries. The industry reports are communicated 
to the operating functionaries to consider the same while lending to  these 
industries.

Your Bank has adopted various credit rating models to measure the level  of 
credit risk in a specific loan transaction. Your Bank uses a robust  rating 
model developed to measure credit risk for majority of the business loans.

Apart from estimating PD (probability of defaults), the credit rating model 
would also help your Bank in several other ways as under.

*  To migrate to internal rating based approaches (advanced approaches)  of 
computation of Risk Weighted Assets.

* To price a specific credit facility considering the inherent credit risk.

*  To  measure and assess the overall credit risk and to evolve  a  desired 
profile of credit risk.

Apart  from assessing credit risk at the counterparty level, your Bank  has 
appropriate  processes and systems to assess credit risk at  the  portfolio 
level.  Your  Bank  undertakes portfolio reviews at  regular  intervals  to 
improve  the quality of the portfolio or to mitigate the adverse impact  of 
concentration of exposures to certain borrowers, sectors or industries.

Market Risk:

Market risk implies possibility of loss arising out of adverse movements of 
market determined rates and prices. The objective of market risk management 
is  to avoid excessive exposure of your Bank`s earnings and equity to  such 
losses  and  to reduce your Bank`s exposure to the volatility  inherent  in 
financial  instruments  such  as securities,  foreign  exchange  contracts, 
equity  and derivative instruments, as well as balance sheet or  structural 
positions.  The  primary  risk that arises for your  Bank  as  a  financial 
intermediary  is  interest  rate risk due to  your  Bank`s  asset-liability 
management activities.

Other  market  related  risks  to which any bank  is  exposed  are  foreign 
exchange  risk on foreign currency positions, liquidity, or  funding  risk, 
and price risk on trading portfolios.

Your  Bank  has  clearly articulated policies to control  and  monitor  its 
treasury   functions.   These  policies  comprise   management   practices, 
procedures,  prudential  risk  limits,  review  mechanisms  and   reporting 
systems.  These policies are revised regularly at fixed intervals  in  line 
with changes in financial and market conditions.

The  Interest  rate  risk in your Bank is measured  through  interest  rate 
sensitivity  gap  reports  and  Earning at  Risk.  Furthermore,  your  Bank 
calculates  duration, modified duration, Value at Risk for  its  investment 
portfolio  consisting  of  fixed  income  securities,  equities  and  forex 
positions  on monthly basis. It monitors the short-term Interest rate  risk 
by  NII (Net Interest Income) perspective and long-term interest rate  risk 
by  EVE (Economic Value of Equity) perspective. The Value at Risk  for  the 
treasury  positions  is  calculated for ten days holding  period  at  99.0% 
confidence level. The stress testing of fixed interest investment portfolio 
through  sensitivity  analysis and equities through  scenario  analysis  is 
regularly  conducted.  Based  on  the RBI directions,  your  Bank  is  also 
estimating the Economic Value of Equity impact on a quarterly basis.

Operational Risk:

Operational  risk  is the risk of loss on account of inadequate  or  failed 
internal process, people and systems or external factors. As stated  above, 
your   Bank`s  Operational  Risk  Management  Committee  (ORMC)   has   the 
responsibility  of monitoring the operational risk of your Bank. Your  Bank 
monitors  operational  risk by reviewing whether its internal  systems  and 
procedures  are duly complied with. It collects and analyses loss and  near 
miss  data  on  operational risk based on different parameters  on  a  half 
yearly  basis and, wherever necessary, corrective steps are  taken  without 
much loss of time.

Bank`s Compliance with Basel II:

Your Bank, with a very large overseas presence amongst the Indian banks has 
implemented  the Basel-II Guidelines effective 31st March 2008. In  keeping 
with the guidelines of the RBI, your Bank has adopted Standardized Approach 
for  Credit  Risk,  Basic  Indicator  Approach  for  Operational  Risk  and 
Standardized  Duration Approach for Market Risk for computing  its  Capital 
Adequacy  Ratio. Your Bank has been computing the Capital to Risk  Weighted 
Assets   Ratio  (CRAR)  on  parallel  basis  under  Basel-I  and   Basel-II 
Guidelines.  Your  Bank  is  also  providing  additional  capital   towards 
Operational Risk under the Basel II guidelines.

The CRAR of your Bank is summarized as follows:-

Date	       Basel I   Basel II

31.03.2010      12.84%	   14.36%
31.03.2011	13.02%	   14.52%
31.03.2012	12.95%	   14.67%

In  compliance  with  the Pillar-II guidelines of the RBI  under  Basel  II 
framework,  your Bank has formulated a Policy of Internal Capital  Adequacy 
Assessment  Process  (ICAAP)  to assess internal  capital  in  relation  to 
various  risks that it is exposed to. Stress Testing and scenario  analysis 
are used to assess the financial and management capability of your Bank  to 
continue to operate effectively under exceptional but plausible conditions. 
Your  Bank  has a Board-approved Stress Testing Policy  describing  various 
techniques used to gauge their potential vulnerability and its capacity  to 
sustain  such vulnerability. Your Bank has been conducting its ICAAP  tests 
on quarterly basis along with stress tests as per its ICAAP Policy.

The Pillar 3 of Basel II, (i.e. market discipline) aims to encourage market 
discipline by developing a set of disclosure requirements which will  allow 
market  participants  to assess key pieces of information on the  scope  of 
application, capital, risk exposures, risk assessment processes, and  hence 
the capital adequacy of your Bank.

The  Pillar-3 Disclosures are published on quarterly and half yearly  basis 
on  your  Bank`s website plus a year-end disclosure as on  March  of  every 
year. The year-end exposure is also published in your Bank`s Annual  report 
apart from being available on your Bank`s website.

Preparedness for Basel III:

The  RBI  has  issued  final Guidelines on Basel III  on  May  2,  2011.  A 
comparison of minimum capital requirement, under Basel- II vis-a-vis Basel- 
III, is given below.

Parameter	                   Basel - II	Basel - III

Common Equity Capital	                   NA	       5.5%

Tier I Capital	                           6%	         7%

Total Capital	                           9%	         9%

Capital Conservation Buffer 
(a buffer of capital that can 
be used to absorb losses during 
periods of financial and 
economic stress.) (in the form 
of Common Equity)	                   NA	       2.5%

Basel  III  guidelines of RBI have also introduced (i) a  minimum  Leverage 
Ratio  of 4.5% as an additional standard of riskiness of a  banks`  balance 
sheet.  (ii)  Liquidity  standards by way of two  liquidity  ratios  namely 
Liquidity Coverage Ratio (LCR) and Net Stable Funding Ratio (NSFR).

During the parallel run between January, 2013 and January, 2017, banks will 
strive  to  maintain  a  minimum Leverage Ratio  of  4.5%.  The  regulatory 
leverage  ratio  requirements would be prescribed by RBI after  a  parallel 
becomes effective from Jan 1, 2018.

The  LCR requires a bank to hold sufficient high-quality liquid  assets  to 
cover its total stressed net cash outflows over 30 days. The NSFR  requires 
a  bank to hold available amount of stable funding to exceed  the  required 
amount of stable funding over a one-year period of extended stress.

With  the  quantum and quality of capital that your Bank is having  in  its 
books, with common equity constituting 93.05% of Tier I Capital as on March 
2012, it is hoped that your Bank`s transition to Basel III regime would  be 
met without much difficulty up to FY14. But moving ahead your Bank may have 
to  supplement capital funds, especially common equity funds, for FY15  and 
onwards.

Credit Monitoring Function:

A  continuous monitoring of credit is one of the most important  tools  for 
ensuring  the quality of advances assets for any bank. Your Bank too has  a 
well-established  system of monthly monitoring of its advances accounts  at 
various  levels  to  prevent asset quality slippages  and  to  take  timely 
corrective steps to improve the quality of its overall loan-book.

In  your Bank, a separate department for Credit Monitoring function at  the 
Corporate level, headed by a General Manager, and one at the Regional/Zonal 
level,  has been functional since September 2008. The  Slippage  Prevention 
Task  Force  formed at all Zonal/Regional offices in terms of  your  Bank`s 
Domestic  Loan Policy was activated for the purpose of arresting  slippages 
and  also  for  initiating  necessary  restructuring  in  potentially  sick 
accounts  at  an  early stage in conformity with the laid  down  norms  and 
guidelines. Your Bank has placed special focus on sharpening of the  credit 
monitoring  process for improving the asset quality, identifying the  areas 
of concern and the branches requiring special attention. It has also worked 
out strategies to ensure implementation in a time-bound manner.

The  primary objectives of your Bank`s Credit Monitoring Department at  the 
Corporate level are fixed as under:

*  Identification of weakness/Potential default/incipient sickness  in  the 
account at an early stage;

*  Initiation  of  suitable and timely corrective  actions  for  preventing 
impairment in credit quality, whenever signals are noticed in any  account, 
e.g. decline in credit rating, delay in meeting liabilities in LC/Guarantee 
and delay in servicing of interest/ installments etc.;

*  Prevention  of slippage in the Asset Classification  and  relegation  in 
Credit Ratings through a vigorous follow up;

*  Identification  of  suitable  cases  for  restructuring/   rescheduling/ 
rephasement  as  well as further financing in deserving and  genuine  cases 
with  matching  contribution from the borrower; Liaison with CDR  Cell  and 
Zonal/ Regional Offices.

*  Taking  necessary steps/regular follow up, for review  of  accounts  and 
compliance  of terms and conditions, thereby improving the quality of  your 
Bank`s credit portfolio;

* Endeavoring for upward migration of Credit Ratings.

* Monitoring progress of accounts under BIFR.

Restructuring of Advances Accounts:

As  a part of an on-going business strategy to improve upon the quality  of 
assets,  your  Bank  has  reaffirmed the need  to  look  into  the  advance 
portfolio on a continuous basis, industry-wise as well as borrower-wise, to 
analyze  the present position and the problems foreseen in near future  and 
to identify weaknesses/ potential default/incipient sickness in the advance 
accounts at an early stage so as to initiate suitable and timely corrective 
measures for preventing impairment in credit quality.

Your  Bank`s  Credit Monitoring department at Corporate  Office  has  taken 
several  initiatives  in  identifying  the  incipient  sickness/  potential 
default/weaknesses  in the advance accounts for taking  corrective  actions 
including restructuring in deserving cases, for prevention of slippage  and 
maintaining  asset quality. The department had called for suggestions  from 
Zonal  and Regional Offices for modification of Monthly  Monitoring  Report 
(MMR)  format.  The MMR was modified, incorporating  suggestions  of  these 
operational units to make it more effective.

Your  Bank  has also initiated follow up actions for  ensuring  expeditious 
review  of  accounts, compliance of terms and conditions,  up-gradation  in 
credit  rating etc. in high value advance accounts for improving the  asset 
quality of its credit portfolio.

Total  Outstanding of the accounts restructured during the course  of  FY12 
was as follows as on 31st Mar, 2012.

Outstanding  of Restructured Loans in FY12 (Domestic) (Position as on  31st 
March, 2012):

                                                                (Rs. crore)

Particulars                      CDR            SME      Others	      Total
                           Mechanism  Restructuring		

Standard Advances 
Restructured

No. of Borrowers	          16	        274	  9,596	      9,886
Amt. Outstanding	    1,534.03	     435.31    6,276.61	   8,245.95

Sub-standard 
Advances 
Restructured

No. of Borrowers	           0	          5	  2,042	      2,047
Amount Outstanding	           0	      10.38	   5.09	      15.47

Doubtful Advances
Restructured

No. of Borrowers	           0	          2	     40	         42
Amount Outstanding	           0	       1.93	   2.06	       3.99

Total

No. of Borrowers	          16	        281	 11,678	     11,975
Amount Outstanding	    1,534.03	     447.62    6,283.76	   8,265.41

Besides  the domestic restructuring given above, your  Bankrestructured  in 
its  international  operations  during  FY12  the  accounts  involving   an 
outstanding balance of Rs 613.78 crore (as on 31st Mar, 2012).

Your  Bank also initiated major follow-up actions for ensuring  expeditious 
review  of  accounts, compliance of terms and conditions,  up-gradation  in 
credit  rating etc. in high value advance accounts for improving the  asset 
quality of its credit portfolio.

Economic Intelligence Unit:

At  the Corporate Office of your Bank, a specialized Economic  Intelligence 
Unit  (EIU)  supports  the Top Management in several  critical  areas  like 
Macroeconomic   Forecasting,   Business  Strategy   Formulation,   Investor 
Relations, Asset-Liability Management and in discussions/deliberations with 
the  Regulators  (both domestic & international) and Rating  Agencies.  The 
Unit  regularly provides the Top Management as well as various  operational 
units  a  periodic  outlook  on key macro  variables  like  industrial  and 
infrastructural growth, inflation, interest rates, stocks` movement, credit 
deployment   &  resource  mobilization  of  Banking   industry,   liquidity 
conditions and exchange rates.

By  providing  better  understanding of  macroeconomic  aspects,  corporate 
sector  health  and  banking sector policies, the EIU  of  Bank  of  Baroda 
supports  Bank`s  efforts  in tapping business  opportunities  and  swiftly 
responding to market dynamics.

The  EIU  brings out a weekly e-publication on macro-economic,  policy  and 
regulatory  developments to share its perspective with Bankers,  investors, 
regulators   and  other  industry  leaders.  The  division  works   as   an 
intellectual arm of your Bank in comprehending developments that eventually 
helps develop rightly aligned strategies.

Internal Control Systems:

Your  Bank has continued to register excellent business results year  after 
year  and  maintained the record of doubling its business  in  three  years 
without compromising on asset quality.

It  may be noted that your Bank`s Central Inspection & Audit  Division  has 
played  an  important  role  in protecting the  standards  of  control  and 
compliance for your Bank without hurting its business growth.

Your Bank`s Central Inspection & Audit Division located at its Head  Office 
in  Baroda functions with extended arms of ten zonal Inspection Centres  at 
Zonal  Head Quarters and oversees the internal control system through  Risk 
Based  Internal  Audit of all the branches. The Information  Systems  Audit 
(I.S.  Audit), Concurrent Audit, Credit Audit and Management Audit  keep  a 
check that quality compliance is maintained by the operating units.

The Regular Branch Inspection Report is the most comprehensive feed-back to 
the  Management about the degree of compliance of your Bank`s  systems  and 
procedures  and  guidelines at the operational level and  hence,  the  most 
important tool for exercising control. The compliance is monitored  through 
submission   of  Rectification  Certificate  by  the  auditee  units   duly 
countersigned by the Reporting Authorities.

All  the branches are covered under your Bank`s Risk Based  Internal  Audit 
(RBIA). The assessment of the level of risk and its direction is as per the 
Risk  Matrix  prescribed  by  the  RBI,  which  helps  the  Management   in 
identifying  areas of high risk requiring attention on priority basis.  The 
position  of the risk categorization of the branches is reviewed  by  Audit 
Committee  of  the Board on quarterly basis. During the  year  FY12,  2,769 
branches were inspected under RBIA. Around 1,893 branches (68.36%) were  in 
the  Low Risk, 748 branches (27%) were in the Medium Risk and 128  branches 
(4.63%) were in the High Risk category.

With 100.0% migration of your Bank`s branches to Core Banking platform, the 
I.S.  Audits are being conducted to ensure that IT related Risk  Management 
Systems and processes are strengthened as per the I.S. Audit policy of your 
Bank. The I.S. Audit cell of your Bank also undertakes offsite surveillance 
through generations of various reports.

As  against  the RBI`s requirement of coverage of 50.0%  of  business,  682 
branches  were subjected to Concurrent Audit during the year FY12  covering 
Total  Deposits  of  62.0% and Advances of 81.0%,and  Overall  Business  of 
70.0%.

As  per  the RBI directives, Credit Audit was conducted in  3,708  accounts 
covering  total exposure of Fund & Non-fun based facilities of  Rs.2,33,802 
crore  to improve the quality of credit assessment and compliance level  of 
large loans.

During  the year FY12, about 2,892 staff members were imparted training  at 
your  Bank`s  Staff College, Regional Training Centres and  other  external 
training institutes of repute on the matters relating to Risk Management.

The  Inspections  and  Audits  are  carried out  in  your  Bank  under  the 
supervision and guidance of the Audit Committee of Board and it is  ensured 
that  compliance is in focus all the time along with your  Bank`s  business 
growth and interest.

Operations and Services:

Customer-Centric Initiatives:

As  always,  efficient customer service and customer satisfaction  are  the 
primary objectives of your Bank in its day to day operations. Your Bank  is 
highly  responsive to the needs and satisfaction of its customers,  and  is 
committed to the belief that all technology, processes, products and skills 
of its people must be leveraged for delivering superior banking  experience 
to its customers without fail.

Recently, your Bank has taken several measures to improve customer  service 
at  the branches and at the same time, strengthened the customer  complaint 
redressal machinery for fast disposal of customer complaints. Your Bank has 
implemented On-line Complaint Tracking Module (OCTM) so that the  customers 
may also have a view on the status of their complaint.

Some of the other major initiatives are as under:

* Implemented Intra-Bank Saving Bank Account Portability.

*  The  automatic  payment  of compensation  for  delay  in  collection  of 
outstation cheques/instruments has been configured in the system.

* Creation of On line Fixed Deposit account through Baroda Connect.

*  Registration  of  nomination in all the  existing  accounts  in  Finacle 
system.  It has also been advised that nomination should be offered in  all 
new accounts to be opened and to record the nomination made / denied by the 
customer.

*  The  SMS alert facility in respect of transactions where the  amount  is 
greater than or equal to Rs. 50,000 has been enabled to all resident  SB/CA 
and  OD customers of your Bank whose mobile numbers are registered in  your 
Bank`s record (CBS system).

*  Branches  were advised to send notices to customers  having  inoperative 
accounts requesting them to reactivate the account.

Efforts to Improve Customer Service at Branches:

The feedback on quality of customer service at branches is obtained through 
the  Branch Level Customer Service Committee meetings that are  held  every 
month  in  which customers from various cross sections of the  society  are 
invited  including Senior Citizens and Pensioners. The  suggestions/  views 
generated during the meeting are collated and appropriate follow up  action 
is  taken  to  examine the feasibility to  implement  the  suggestions  for 
improving the quality of customer service rendered at the branches.

Your  Bank is focused towards providing excellent customer service  through 
all delivery channels and has been making continuous efforts for  enhancing 
the level of customers` satisfaction by leveraging technology to provide e-
products  and  alternative delivery channels e.g. ATM /  DEBIT  CARD,  POS, 
Internet Banking, Mobile Banking, etc., best suited to the diverse needs of 
different customers. The varied interests and expectations of customers are 
taken care of by improving upon various processes and procedures.

Compliance:

Your Bank is a member of Banking Codes and Standards Board of India (BCSBI) 
and  has adopted the Code of Commitment to the Customers prescribed by  the 
BCSBI in August 2009 and also, Code of Bank`s Commitment to MICRO and Small 
Enterprises. The Code has been placed on your Bank`s website and also  made 
available to customers at the branches.

While announcing the Annual Monetary & Credit Policy for the year FY11, the 
Governor, RBI had proposed that banks should devote exclusive time in their 
Board Meetings once in every six months to review and deliberate on  issues 
concerning  customer service/customer care. To comply with this,  two  such 
six  monthly  reviews  were undertaken by your Bank`s Board  for  the  sub-
periods  January-June 2011 and July-December 2011, in meetings  dated  27th 
August 2011 and 13th April 2012, respectively.

Customer Service Committee of the Board:

Your Bank has a Sub-Committee of Board for Customer Service which is headed 
by your Bank`s Chairman and Managing Director with the following members as 
on 31st March 2012.

1. Shri M. D. Mallya          - Chairman and Managing Director
2. Shri Rajiv Kumar Bakshi    - Executive Director
3. Shri N. S. Srinath         - Executive Director
4. Dr. Masarrat Shahid        - Director
5. Shri Maulin Vaishnav       - Director

This  Sub-Committee  addresses the issues relating to  the  formulation  of 
policies  and assessment of its compliances which brings  about  consistent 
improvement in the quality of customer service. It also monitors the status 
of  the  number of deceased claims pending for settlement  beyond  15  days 
pertaining to Depositors/Locker Hirers/Depositors of safe custody articles, 
and  reviews  the  status of implementation of  Awards  passed  by  Banking 
Ombudsman.

Standing Committee on Customer Service:

Your  Bank  has  also  set  up  a  Standing  Committee  on  Procedures  and 
Performance Audit on Customer Services, comprising of three eminent  public 
personalities  as members along with both the Executive Directors and  four 
General Managers of your Bank. This Committee oversees timely and effective 
compliance of the RBI instructions on Customer Service and also reviews the 
practices  and  procedures  prevalent  in your  Bank  and  takes  necessary 
corrective steps on an on-going basis.

The  suggestions emanating in the Branch Level Customer  Service  Committee 
meetings  are obtained by the Head Office on quarterly basis from  Regional 
Offices  and  placed  before  the  Standing  Committee  on  Procedure   and 
Performance  Audit  on  Customer Services. The feedback  of  the  Committee 
meetings  is then put up to the Customer Service Committee of the Board  of 
Directors.

Customer-Centric Initiatives and Redressal of Complaints:

*  Your  Bank  has  put in place a  Customer  Grievance  Redressal  Policy, 
approved  by the Board, and a well structured Customer Grievance  Redressal 
Mechanism.  The  General  Manager in charge of  Operations  &  Services  is 
designated as Nodal Officer for customer complaints regarding your Bank. At 
Zonal and Regional levels, Zonal Heads and Regional Heads are designated as 
Nodal  Officers  for their respective Zones and Regions. The names  of  all 
Nodal  Officers along with their contact numbers are displayed in  all  the 
branches.

* A note on Review of Customer Services & Grievances Redressal Machinery is 
placed  before  the  Board of Directors every quarter  giving  position  of 
customers  complaints  received at your Bank`s Regional  Offices  and  Head 
office and the follow up measures with important initiatives taken by  your 
Bank for improving the quality of customer service.

* To eradicate customer complaints fully and to ensure hassle free customer 
service,  a  regular analysis is done on the complaints received  from  the 
customers  and  a  suitable action is taken on time so  that  there  is  no 
repetition of such complaints in future.

*  Your Bank has Board-approved policies on customer services and the  same 
are placed on your Bank`s website.

To  facilitate customers, an in-house "On-line Complaint  Tracking  Module" 
has  been  developed in consultation with Project Office, BCC,  Mumbai.  In 
Phase-I, the user-id and password generation for all the branches and  your 
Bank`s regional/zonal officesplus functional departments was completed. All 
the  regional  offices and functional departments were able to  access  the 
complaint  Module  successfully.  The  on-line  complaint  icon  was   then 
activated on the home page of your Bank`s web site for quick access to  the 
customer.

The  salient  features  of  "On-line  Complaint  Tracking  Module"  are  as 
follows:-

*  It allows tracking of the complaint both by the complainant as  well  as 
the concerned Branch/ Region/ Zone and Head Office concurrently.

* It provides for generation of relevant MIS reports at all levels.

*  It  provides  for quicker transmission of complaint  to  the  respective 
authority i.e. Branch /Region/Zone, thus increasing the time efficiency  in 
redressal of a complaint.

*  It provides for automatic escalation of the complaint in case action  is 
not  taken within the stipulated period by the respective  authority,  thus 
facilitating the controlling offices to follow up with the concerned branch 
for early resolution of the grievances.

*  The module provides for generation of instantaneous "Tracker  ID"  along 
with  an acknowledgment message of successful registration of complaint  to 
the customer.

Based  on the feedback and suggestions from the grass root  level  customer 
committees  and  various  studies/surveys,  a  slew  of  customer   centric 
initiatives  and  measures were taken by your Bank during  the  year  under 
review to improve customer service at its branches.

KYC-AML-CFT:

Know  Your  Customer  (KYC) norms/Anti-Money  Laundering  (AML)  standards/ 
Combating  of Financing of Terrorism (CFT) measures and obligation of  Bank 
under PMLA, 2002.

Your  Bank has Board approved KYC-AML-CFT Policy in place. The said  Policy 
is  the  foundation on which your Bank`s implementation of KYC  norms,  AML 
standards,  CFT  measures and obligation of your Bank under  Prevention  of 
Money Laundering Act (PMLA) 2002 is based.

The major highlights of KYC-AML-CFT implementation across your Bank are  as 
under.

*  Generation  of  Cash  Transaction  Reports  (CTRs)  electronically   for 
submission  to  Financial Intelligence Unit (FIU), through  the  electronic 
medium.

*  Installation  / Implementation of "AML Solution" for  generating  System 
based alerts.

*  System-based detection and submission of Suspicious Transaction  Reports 
(STRs) to the Financial Intelligence Unit (FIU).

* System based Risk Categorization (from AML Measure) of Bank`s  customers` 
accounts every half year.

* Filing of Counterfeit Currency Reports (CCRs) to FIU-IND, New Delhi.

* Filing of Non Profit Organizations Transaction Reports (NTRs) to FIU-IND.

The  full  KYC  compliance  entails staff education  as  well  as  customer 
education for which the following measures have been taken by your Bank.

* A comprehensive list of KYC documents is uploaded on your Bank`s  website 
(www.bankofbaroda.com) for the benefit of customers.

*  Similarly for internal usage, a KYC-AML page is created at  your  Bank`s 
INTRANET for posting reference material on KYC-AML-CFT education.

* Regular Training Sessions are conducted on KYC-AML-CFT Guidelines at your 
Bank`s Training establishments.

* Training is being arranged for your Bank`s Senior Officials /  Executives 
at RBI, IBA and National Institute of Bank Management (NIBM).

* Sustained efforts are made to create expertise at your Bank`s Head Office 
for corporate oversight and also KYC Audit of branches.

Back Office Operations:

Regional Back Offices and City Back Offices:

Two types of Back Offices have been conceptualized by your Bank -  Regional 
Back Office (RBO) and City Back Office (CBO).The RBO deals with centralized 
processing  of  account opening forms (AOF) and centralized  processing  of 
issuance  of Personalized Cheque Books (PCB). Your Bank has ten  RBOs  -one 
each  at  Baroda,  Bhopal,  Delhi,  Coimbatore,  Mumbai,  Lucknow,  Jaipur, 
Kolkata,  Pune,  Jamshedpur.  The  RBOs  are  opening  accounts  for  1,298 
branches.  Up  to 31st Mar, 2012, the RBOs have opened more  than  11  lakh 
accounts.  The  RBOs issue PCBs for 2,115 branches and have so  far  issued 
more than 36 lakh PCBs.

The  CBOs  deal  with centralized upload of clearing  transactions  -  both 
inward   and  outward  -  as  well  as  government  collections   and   ECS 
transactions.  Your Bank has 21 CBOs (Service branches) where clearing  and 
ECS are centralized for branches in each city centre. The centralization of 
clearing  has  also  been introduced in 59  main  branches  (which  handles 
clearing  for  local branches). The CBO concept has so  far  covered  1,308 
branches.

Currency  Chest and Government Business New Business Avenues opened  during 
the year FY12:

*  Your Bank has implemented payment of Custom Duties at 116  Custom  House 
locations through e-payment across the country.

* Two new branches authorized for physical payment of Custom Duties  taking 
the total toten custom locations interfaced with ICES 1.5 Software.

*  Additional  267 branches have been authorized for  undertaking  PPF/SCSS 
Business.

*   Utility   for  enabling  e-freight  payment  for  Railways   has   been 
commissioned.

*  Conclusion of Agreement with Stock Holding Corporation of India  (SCHIL) 
for  sale  of e-stamps. This business has been commenced in  the  state  of 
Gujarat, Rajasthan and Delhi.

* Development under way for (i) Maharashtra State Government (ii) Rajasthan 
State Government.

*  Implementation  of  e-payment  of State Taxes during  the  year  at  (1) 
Karnataka, (2) Andhra Pradesh (3) West Bengal, (4) Delhi & (5) Bihar.

* Authorization of e-payment of State Taxes obtained for Daman &Diu.

*  Additional authority for the payment of pension in the state  of  Madhya 
Pradesh, Chhatisgarh, Punjab and Haryana has been obtained.

* Implementation of Swavalamban Scheme under New Pension Scheme.

*  Your  Bank is selected as Implementing Agency Bank for  Pension  &  Life 
Insurance Fund.

* E-payment of Professional Tax in Maharashtra started with effect from 1st 
Jan, 2012.

*  Your Bank has identified its Service branch, New Delhi as  Nodal  Branch 
for  e-payment of Ministry of Health & Family Welfare and the facility  has 
been  made  operational  for  all the 11 Pay  &  Accounts  Offices  of  the 
Ministry.

*  Your Bank has identified its International Business Branch in New  Delhi 
as a Nodal branch for settlement of funds in respect of Banking arrangement 
with Ministry of External Affairs for Foreign Exchange Remittances  between 
Mission/ Posts abroad.

* Establishment of Centralized Pension Processing Centre for processing and 
payment of pension to the State Government Pensioners of Rajasthan state is 
under process.

* Salary accounts of staff/student accounts of Reliable college,  Ghaziabad 
canvassed.

*  A  MOU  with Kandla Port executed after  permission  from  Indian  Ports 
Association, Delhi.

* Implementation of e-scroll on Postal Business.

Strategic Plan on Currency Management (2011-14):

As  a customer-centric initiative to improve payment system, your Bank  has 
identified  26  new centers (given below) for opening New  Currency  Chests 
under its Strategic Plan on Currency Management 2011-14, thereby increasing 
the total number of Currency Chests from 84, at present, to 110.

Sr.  Name of the Zone	                New Currency Chest Proposed 
No.                                          over three years

1.   Bihar Orissa & Jharkhand Zone	            3
2.   Eastern Zone	                            2
3.   Greater Mumbai Zone	                    0
4.   Gujarat Operations	                            1
5.   Maharashtra & Goa Zone	                    2
6.   MP & Chhatisgarh Zone	                    4
7.   Northern Zone	                            1
8.   Rajasthan Zone	                            4
9.   Southern Zone	                            2
10.  UP & Uttarakhand Zone	                    7

     TOTAL	                                   26

Vigilance:

It has been the endeavor of Vigilance department of your Bank to  encourage 
and  enable the operating level staff as also those at controlling  offices 
to exercise due care and caution to take preventive and detective measures. 
This  helps  in increasing the efficiency and creating  an  environment  of 
security for the honest work force.

A  careful distinction is made between the cases of gross negligence  which 
put your Bank`s funds into avoidable jeopardy and the cases where  business 
decisions  have  gone awry. Periodical monitoring of  individual  cases  is 
carried  out  to  ensure  that inquiries  are  quickly  concluded  and  are 
perceived as fair by all concerned. The endeavour is made towards  ensuring 
that penalties, where necessary, are timely and just.

Coordination  is maintained with the zones/functional authorities  of  your 
Bank to locate specific cases of irregularities in your Bank`s  operations. 
The  complaints from the public/customers as also the cases of  frauds  and 
other  irregularities  are  investigated  promptly  and  followed  up   for 
corrective action, wherever necessary.

A  study  of fraud prone areas indicating loopholes/  obsolescence  of  the 
systems  and  procedures in vogue, is undertaken on an  on-going  basis  to 
improve  the controls and update operational procedures. On  occurrence  of 
such  instances,  detailed  examination  of  the  associated  systems   and 
procedures   is  carried  out  with  the  help  of  respective   functional 
departments  with  a view to eliminate or minimize  factors  and  processes 
likely to adversely affect your Bank`s interest.

We  are  pleased to note that with the awareness, alertness  and  diligence 
exhibited by the operating staff, during the year April 2011 to March 2012, 
45  fraudulent attempts by unscrupulous elements were thwarted  that  saved 
your Bank from substantial financial loss.

Business Performance:

Given  below are the details of your Bank`s major achievements on  business 
front during the year FY12.

Resource Mobilization and Asset Expansion:

The share of Bank`s Deposits in total resources stood at 86.04% as of  31st 
March  2012.  The  Total  Deposits  grew  from  Rs  3,05,439.48  crore   to 
Rs.3,84,871.11 crore, reflecting a growth of 26.01% over the previous year. 
Of  this,  Savings  Bank Deposits - an important constituent  of  low  cost 
deposits  - grew by 15.71% from Rs 64,454.04 crore to Rs  74,579.53  crore. 
The share of low cost deposits (Current + Savings) in Total Deposits was at 
26.90% and in Domestic Deposits at 33.18%.

Your  Bank`s  Total Advances expanded by 25.67% during FY12 led  by  19.28% 
expansion in Domestic Advances and 43.92% expansion in Overseas Advances.

Composition of Funds - Global:

Particulars	           End	          End     Growth
	            March 2011	   March 2012	     (%)
	            (Rs crore)	   (Rs crore)

Deposits	   3,05,439.48	  3,84,871.11	   26.01
- Domestic	   2,33,323.30	  2,80,135.26	   20.06
- Overseas	     72,116.18	  1,04,735.85	   45.23
Borrowings	     22,307.85	    23,573.05	    5.67

Global Advances:

Particulars	           End	          End	  Growth
	            March 2011	   March 2012	     (%)
	            (Rs crore)	   (Rs crore)	

Advances	   2,28,676.36	  2,87,377.29	   25.67
- Domestic	   1,69,407.86	  2,02,075.39	   19.28
- Overseas	     59,268.50	    85,301.90	   43.92

Wholesale Banking:

A strong corporate credit culture and healthy growth in credit - moderately 
above Banking industry average have been the consistent differentiators  of 
Bank of Baroda for the past four years.

In fact, your Bank`s Wholesale Banking Division offers a full range of loan 
products  and services such as Term Loans, Short-Term Loans, Demand  Loans, 
Working  Capital  Facilities, Trade Finance  Products,  Treasury  Products, 
Bridge  Loans,  Syndicated  Loans, Infrastructure  Loans,  Cross  Currency/ 
Interest  Rate  Swaps,  Foreign Currency Loans, Loan  Against  Future  Rent 
Receivables and many more to its large and mid corporate clients  depending 
upon  their  needs.  The  product  offerings  are  flexible  and   suitably 
structured  taking into account the customers` risk profiles  and  specific 
needs.

Based  on  the superior product delivery, passionate  service  orientation, 
timely  and speedier sanctions with a customer-centric approach, your  Bank 
has  made  significant  achievements in providing  an  array  of  Wholesale 
Banking products and services to several multinationals, domestic  business 
houses and prime public sector companies.

The  Department  places major thrust on faster delivery  through  efficient 
channels and adoption of better practices in credit administration.  During 
FY12,  the efforts were also made to improve the speed of  decision  making 
without compromising the quality of decision.

During  FY12, the non-food credit growth, in general, remained low  in  the 
Indian  banking  industry.  However, even during this  phase,  your  Bank`s 
Wholesale  Banking Division created 130 new relationships through its  Fast 
Track Desk. The department sanctioned fresh/increased credit facilities  to 
the tune of Rs 60,955 crore during the year to various sectors  /industries 
with projects /units spread across the country.

Under  Wholesale Banking, the corporate customers are identified  as  large 
and  mid corporates. Those having annual sales turnover of between  Rs  150 
crore  to  Rs 500 crore are classified as mid-corporates,  and  those  with 
sales turnover over Rs 500 crore are classified as large corporates.

Sensing  the need to focus and serve the potential mid  corporate  segment, 
your Bank took an important initiative of opening specialized Mid Corporate 
Branches  in  various  potential locations throughout  the  country.  These 
branches are equipped with mix of experienced and professionally  qualified 
staff.  Attaching  high importance to the segment, your Bank  arranged  for 
training  in  soft  skills plus domain-expertise knowledge  for  its  staff 
identified   for  these  specialized  branches  through  an   International 
Management Consultancy firm.

Your  Bank  also  opened  one more  specialized  CFS  (Corporate  Financial 
Services) Branch taking total number of CFS Branches to eleven.

Your  Bank`s Wholesale Banking Department also has a full-fledged  `Project 
Finance  Division` (PFD). The PFD is well equipped with professionals  from 
various  disciplines  and  undertakes  TEV  (i.e.  Technical  Evaluation  & 
Viability) studies for clients of your Bank as well as that of other banks. 
The Department is also equipped with Syndication Desk to syndicate domestic 
funding  requirement of the clients. The Department earns significant  fee-
based  income by carrying out TEV studies, vetting of projects and  through 
syndication deals.

Your Bank attaches higher degree of importance to the quality of  appraisal 
and efficient processing of credit proposals at all levels to maintain  the 
asset  quality  and  realizes  the  importance  of  skilled  and  motivated 
employees  to achieve the same. Keeping this in view, your  Bank  continued 
its thrust on regular grooming of Credit and Forex Officers. Your Bank also 
continued  to  recruit  specialized  officers  from  campuses  and  lateral 
recruitment of professionals cum experienced staff.

Retail Business:

As  in  the  past, Retail Business continued to be  one  of  the  important 
segments of overall business during FY12. Your Bank`s performance under its 
Retail Banking Segment during the year under consideration is as under.

Growth under Retail Lending:

Your  Bank`s Retail Loan Book consisted of five key products  (namely  Home 
Loan,  Auto  Loan, Education Loan, Traders Loan and  Mortgage  Loan)  which 
together constituted 74.0% of total retail loans and other products  namely 
LABOD/  ODBOD  that constituted 21.0% of total retail  loans  during  FY12. 
Besides,  the  products like Baroda Personal Loan and  other  miscellaneous 
product  viz.  Doctors  Loan,  Loan  against  Government  securities   etc. 
contributed around 5.0% to total retail loans.

Total  Retail Loan outstanding as on 31st Mar, 2012 was Rs 35,668 crore  as 
against  the  level of Rs 32,435 crore as on 31st Mar, 2011.  A  growth  of 
Rs.3,233 crore (9.97%) was registered under total retail loans during  FY12 
as against a growth of 33.76% (Rs 8,187 crore) registered during FY11.  The 
growth  in  retail business of your Bank during FY12 was in line  with  the 
overall segmental business trend witnessed by the Indian banking industry.

Growth under Five Key Retail Products:

Under  five key products which constituted 74.0% of total retail loans,  an 
absolute  growth of Rs 3,102 crore (13.43%) was registered during the  year 
FY12  as  against a growth of Rs 4,095 crore (21.56%) during  the  previous 
financial year.

Under  Home  Loans,  an  absolute growth of Rs  1,594  crore  (12.71%)  was 
registered  during  the  year FY12 as against a growth of  Rs  2,227  crore 
(21.59%) during the previous year.

Under  Auto  Loans,  an  absolute  growth of  Rs  384  crore  (18.76%)  was 
registered  in  FY12 as against a growth of Rs 612  crore  (42.58%)  during 
FY11.

Under Baroda Traders Loans, an absolute growth of Rs 876 crore (18.63%) was 
registered  in  FY12 as against a growth of Rs 852  crore  (22.15%)  during 
FY11.

Under Baroda Mortgage Loans, an absolute growth of only Rs 97 crore (4.68%) 
was  registered  during FY12 as against a growth of Rs  176  crore  (9.40%) 
during FY11.

Under  Education  Loans,  an absolute growth of Rs 150  crore  (8.72%)  was 
registered  during  FY12 versus a growth of Rs 226  crore  (15.11%)  during 
FY11.

Under LABOD /ODBOD, a growth of Rs 2,307 crore was registered. Under Baroda 
Personal  Loans,  a negative growth of Rs 2,183 crore was posted  over  the 
level of 31st Mar, 2011 due to repayment of Loan for Earnest Money Deposits 
during  the year FY12. The repayments of short term loans primarily led  to 
low   growth   under  the  total  retail  loans  during  the   year   under 
consideration.

NPA under the Retail Loan:

The amount of Non Performing Assets as on 31st Mar, 2012 under Retail  Loan 
was  Rs 682 crore (1.91%) versus the level of Rs. 662 crore (2.13%)  as  on 
31st  Dec, 2011 and Rs 649 crore (2.17%) as on 30th Sept, 2011. As on  31st 
Mar, 2011, the NPA was at the level of Rs 580 crore(1.79%).

Savings Bank Deposits:

Your Bank`s overall Saving Deposits stood at a level of Rs 72,570 crore  as 
on  31.03.2012  registering a growth of Rs 9,611 crore  (15.27%)  over  the 
level  of  Rs 62,959 crore as on 31.03.11. During the last  FY  2010-11,  a 
growth  of  Rs11,717  crore i.e. 22.87% was registered over  the  level  of 
31.03.2010.

Retail Term Deposits:

Retail Term Deposit of your Bank stood at the level of Rs 1,18,727 crore as 
on  31st Mar, 2012 as against the level of Rs 95,325 crore as on 31st  Mar, 
2011 registering a growth of Rs 23,402 crore i.e. 24.55% versus the  growth 
of Rs 12,295 crore i.e. 14.80% registered during the last financial year.

Under Total Retail Deposits i.e. Retail Term Deposit plus Savings Deposits, 
an absolute growth of Rs 33,013 crore i.e. 20.85% was posted during FY12 as 
against the growth of Rs 24,012 crore i.e.17.88.% registered during FY11.

Initiatives in Retail Banking during FY12:

New Products Launched:

*  BarodaFirst  Wealth  Pack, a combo of two  products  namely  BarodaFirst 
Savings  Bank  and BarodaFirst Regular Deposit jointly with  two  Insurance 
Products  namely ULIP & Term Insurance Plan was launched on 2nd Jan,  2012. 
Until end-Mar, 2012, a total of 53,516 Packs were sold by your Bank.

*  Baroda  Samriddhi Quarterly Recurring Deposit &  Baroda  Samriddhi  Half 
yearly Recurring Deposit Schemes were launched on 6th March 2012  primarily 
to facilitate Agriculturists, Self Employed & Professionals etc.

*  Sales Operating Model was launched at 163 Baroda Navnirman Branches  for 
developing Sales & Service culture to generate Business Leads.

Product Modification:

*  During  FY12, a proposal was approved for increasing the  maximum  limit 
under  Baroda Home Loan to Resident Indians and NRIs/PIOs at all Metro  and 
Urban Centers from the existing Rs100 lakh to Rs.300 lakh.

* Prepayment charges for foreclosure of Home Loan Accounts were  completely 
waived with effect from 15th Dec, 2011.

Business Initiatives:

*  Savings  Bank  Deposit Campaigns: For mobilizing low  cost  deposits,  a 
Savings Bank Deposit Campaign was launched on 1st Jun, 2011 for two months. 
The  period  of  this  campaign was later  extended  upto  31st  Aug,  2011 
foreseeing  the challenge of mobilizing savings bank deposits in  a  rising 
interest  rate scenario. To accelerate the pace of Savings Bank  accretion, 
Savings  Bank campaign was reintroduced during 2nd Jan, 2012 to  31st  Mar, 
2012,  besides the launch of a special incentive scheme i.e. "Evening  with 
CMD & Picnic with staff" for the award winning branches & regional offices.

*  Retail  Loan campaign: With a view to harness the potential  of  ongoing 
festive  season and to augment your Bank`s Retail Loan Book with a  special 
focus  on  Home Loans and Car Loans, a Retail Loan  Festival  Campaign  was 
launched during 26th Sept to 30th Nov, 2011. Going by the success of Retail 
Loan  Campaign,  it  was  further extended till  31st  Mar,  2012,  with  a 
modification  by  increasing  ROI concession from 0.25% to  0.50%  in  Auto 
Loans.  Both the SB Deposit Campaign and the Retail Loan Campaigns  yielded 
good results.

* Opening of New City Sales Offices: Nine City Sales Offices were opened at 
Haldwani,   Raebareilly,  Faizabad,  Raipur,  Bhopal,  Indore,   Bengaluru, 
Ghaziabad & Rajkot during FY12.

*  Opening  of New Retail Loan factories: Three new Retail  Loan  factories 
were opened at Haldwani , Dehradun and Nasik during FY12.

* Delegation of Additional Discretionary Powers for Concessions: All  Zonal 
Heads of your Bank were delegated with powers for considering concession to 
the extent of 100bps in the applicable interest rate on Baroda Trader  Loan 
for mobilizing fresh business & to augment Retail Loan Book during FY12.

*  Providing Group Life Insurance Cover: The Facility of Group Credit  Life 
Insurance cover was approved for Auto Loans and Personal Loan Borrowers, in 
addition to facility presently available for Home Loans & Education  Loans. 
During FY12, a total of 18 death claims were settled by the insurers.

* Strategies adopted for Prevention of Frauds: A system of verification  of 
various steps undertaken by the branches for fraud prevention under  Retail 
Loans through a checklist was also introduced.

*  Under  the Home Loan Suraksha Beema Scheme (A  Tie-up  Arrangement  with 
National  Insurance  Co.  Ltd) a total of ten  Accidental  Death  Insurance 
claims were settled by the insurer during the year under consideration.

Wealth Management Services:

As  a part of its customer centric measures, your Bank has  been  providing 
Wealth  Management  Services for its HNI & affluent  customers  since  June 
2004.  At  present, your Bank provides various 3rd party products  in  Life 
Insurance,  Non Life Insurance including Health Insurance, Mutual  Funds  & 
Equity  Trading under tie-up arrangements with different  partners.  Moving 
ahead further in the segment, your Bank also formed two joint ventures with 
leading international brands in Mutual Fund and Life Insurance.

The Baroda Pioneer Asset Management Co. Ltd., your Bank`s joint venture  in 
mutual  fund  in  association with Pioneer Investments  of  Italy  and  the 
IndiaFirst  Life  Insurance  Co., a joint venture in  life  insurance  with 
Andhra  Bankand L&G of U.K. have successfully positioned themselves in  the 
Indian  marketplace  with consistently improving  performance  since  their 
inception.

The year FY12 was destabilizing for Indian equities with wild  fluctuations 
impacting the overall sentiment of investors. In these testing times,  your 
Bank changed its strategies by focusing on mutual fund investments  through 
a SIP route to safeguard the customers from the unpredicted movement in the 
market.  The  strategies were successful with a large number  of  customers 
yielding benefits and your Bank`s business performance in the format  being 
intact  while nurturing a disciplined saving/ investing habit  amongst  its 
customers.  During  the last two years, your Bank has been  endeavoring  to 
widen the scope of ASBA (application supported by Blocked Amount)  facility 
by extending it to a number of designated branches and enabling an  on-line 
ASBA  Facility  for  its  net banking customers.  During  FY12,  your  Bank 
introduced  Syndicate  ASBA Facility for those customers who wish  to  make 
IPO/FPO/NFO application through other intermediaries such as brokers.

It is heartening to note that the initiatives of your Bank under its Wealth 
Management segment have been encouragingly contributing to its overall non-
interest income.

MSME Business:

The Micro, Small and Medium Enterprises (MSME) segment is a vital component 
of  Indian economy. This sector accounts for around 40.0% of  the  nation`s 
total  industrial  production,  34.0%  of  industrial  exports,  95.0%   of 
industrial  units  and  35.0%  of total  employment  in  manufacturing  and 
services  sectors.  The  contribution of Services  Sector  within  the  SME 
segment   is  quite  significant;  especially  the  IT  enabled   services, 
hospitality services, tourism, couriering, transportation, etc.

To  give a focused attention to emerging SMEs in India, your Bank has  been 
considering  other commercial units with a turnover up to Rs 150  crore  at 
par  with  the  SMEs. To promote the growth of SME Sector,  your  Bank  has 
launched  a special and novel delivery model, viz. SME Loan Factory,  which 
at present, is operational in 46 centres of your Bank and well accepted  in 
the  market  place.  The  SME  Loan Factory  is  an  innovative  model  for 
streamlining processes and for timely sanctions of SME loan proposals.  The 
model  comprises  of the Central Processing Cell for speedy  appraisal  and 
sanctioning of proposals within the stipulated deadline and a sales team to 
follow up on leads generated by branches. Given its success, your Bank  has 
plans  to open more such loan factories in the ensuing year. Your Bank  has 
SME  Loan Factories at all major business centres across the country,  viz. 
Agra,   Ahmedabad,  Allahabad,  Bangalore,  Bareilly,   Baroda,   Bhilwara, 
Bhubhaneshwar, Bulsar, Bharuch, Chandigarh, Chennai, Coimbatore,  Dehradun, 
two   Factories   in   Delhi,   Ernakulam,Gandhidham,Gorakhpur   Hyderabad, 
Haldwani,Indore,  Jaipur, Jamshedpur, Jamnagar, Jodhpur, Kanpur,  Kolhapur, 
Kolkata, Lucknow, Ludhiana, 3 Factories in Mumbai, Meerut, Mehsana, Nagpur, 
Nashik,  Pune,Patna,  Rajkot, Raipur, Surat,  Shahajahanpur,  Varanasi  and 
Vishakhapatnam.  These  SME  Loan Factories  sanctioned  loans  aggregating 
Rs.18,619  crore  during FY12 as against Rs 14,530 crore  in  the  previous 
year.

Growth of Business:

The  total  outstanding in MSME Sector works out to Rs 34,512 crore  as  on 
31st March 2012. The growth in lending to MSME Sector during the last three 
years is given in the table below.

Year	       Growth (%, YoY)

2009-10	                43.98%
2010-11	                29.63%
2011-12	                26.11%

The percentage growth of MSME credit during FY10 was relatively high as the 
advances  up  to Rs 20 lakh to Retail Trade were classified for  the  first 
time under the "Micro & Small Enterprises Sector" during this year in  line 
with the RBI`s revised guidelines issued during September, 2009. The growth 
rate was normalized during the year FY11.

Major Achievements in FY12:

The Bank took the following initiatives in its SME business segment  during 
the year under review.

* The SME advances of Rs 34,512 crore as of end-Mar 2012 reflected a growth 
of Rs 7,147 crore (26.11%) over the SME advances of Rs 27,365 crore in  the 
previous year.

*  The advances of Rs15,455 crore to Micro Enterprises in total  credit  of 
Rs.28,047 crore to MSE sector stood at 55.10% in FY12 comfortably  reaching 
the mandatory target fixed by the RBI.

*  The  SME advances as on 31st Mar, 2012 contributed 16.8%  to  the  gross 
domestic advances of your Bank.

* The advances to Micro & Small enterprises reached the level of Rs  28,047 
crore as against the government set mandatory target of Rs 27,000 crore  by 
end-Mar, 2012.

*  In FY12, your Bank opened ten New SME Loan Factories and eight  New  SME 
Specialized Branches.

* Your Bank introduced a New Product named as "Baroda Channel Financing" on 
pilot basis during FY12 to further promote its MSME business.

* Your Bank also introduced "Baroda Entrepreneur Awards" for Micro &  Small 
Enterprises.

Initiatives in MSME Financing During FY12:

1. Your Bank introduced five new customer-centric area-specific products to 
suit  the local cluster needs during FY12 while renewing the  existing  ten 
customer-centric area specific products.

2. Your Bank sponsored a Workshop on "Management Skills to source financing 
and Management of Technology by SMEs" for entrepreneurs arranged by AIMA at 
Hyedrabad, Ahemedabad, Jaipur.

3.  Your  Bank introduced "Protrack"{an e-tracking system  for  SME  credit 
proposals} with a view to have a firm control over turnaround time.

4.  Your Bank celebrated SME Festival from 1st January 2012 to 31st  March, 
2012  in order to give boost to SME advances. Some concessions in  rate  of 
interest  and  service  charges were also announced  for  loans  sanctioned 
during the festival period.

5.  Your Bank participated in the Workshops arranged by the CGTMSE on  Bank 
Credit to Micro & Small Enterprises and the Role of Credit Guarantee.

6.  Your  Bank focused on collateral free credit under  the  CGTMSE  scheme 
through special campaign.

7.  To achieve total customer relationship through enhanced cross  selling, 
several  meetings at different locations were conducted and  various  trade 
bodies were involved at the national and the state level.

8. Your Bank undertook continuous knowledge updating and skill building  of 
processing/  marketing  officers  attached to  its  SME  factories  through 
external  training  and special courses at the training centers  and  staff 
college.

9. Your Bank introduced monthly performance ranking to share performance of 
SME Loan Factories amongst all and to recognize/ felicitate/ award the best 
performing SME Loan Factory on Half yearly/annual basis.

10.  The  MOU  was  entered  by  your  Bank  with  the  NSIC  for  sourcing 
applications of MSME borrowers from it.

11.   Your  Bank  released  a  booklet  called  Practical  Guide  to   help 
entrepreneurs  by giving them information on Your Bank`s SME  products  and 
also on the CGTMSE scheme.

12. Your Bank also signed a MOU with four credit rating agencies for rating 
of the SME accounts.

Rural and Agricultural Lending:

As  you all are aware, your Bank has always been a frontrunner in the  area 
of Priority Sector and Agriculture lending. It has been harnessing the vast 
potential  of  the  rural market through its wide network  of  1,270  rural 
branches and 1,045 semi-urban branches.

Even  during  FY12, your Banks opened 314 new branches in rural  and  semi-
urban areas.

Your Bank is the proud Convener of State Level Banker`s Committee  (SLBC)in 
the  states  of Uttar Pradesh and Rajasthan. Your Bank shoulders  the  Lead 
Bank Responsibility in 45 districts in the states of Gujarat (12),Rajasthan 
(12),  Uttar  Pradesh (15), Uttaranchal (2), Madhya Pradesh (2)  and  Bihar 
(2).

Your  Bank has also sponsored five Regional Rural Banks (RRBs)  in  various 
states  with  a network of 1,300 branches and total business of  Rs  21,700 
crore as of end-March, 2012.

Performance of Priority Sector Lending in FY12:

Priority Sector Advances of your Bank surged from Rs 57,364 crore as at the 
end-March  2011  to  Rs 68,527 crore as at the end-March  2012  and  formed 
43.37%  of the Adjusted Net Bank Credit (ANBC) against the mandated  target 
of 40.00%.

Agriculture Advances: The Direct Agriculture advances of your Bank rose  to 
Rs  21,423  crore  with a rise of 24.86% over the  previous  year  with  an 
absolute  growth of Rs 4,266 crore during the year. The  total  agriculture 
advances  of your Bank recorded a growth of 18.38% over the  previous  year 
and  rose  to  Rs 29,036 crore as at end-March  2012.  Your  Bank`s  Direct 
Agricultural  advances formed 13.56% of ANBC as at end-March  2012  against 
the mandated target of 13.50%. Even the Total Agricultural Advances were at 
18.06% of ANBC against the mandated target of 18.00%.

Under  its  flagship agriculture loan product "Baroda Kisan  Credit  Card", 
your  Bank issued as many as 3,09,685 Credit Cards during FY12  to  provide 
credit to farmers.Your Bank financed as many as 3,73,283 new farmers during 
FY12.  As a part of its microfinance initiatives, your Bank  credit  linked 
19,455 Self Help Groups with an amount of Rs 214 crore during FY12  thereby 
taking  the  total number of SHGs credit linked to  1,54,397  amounting  to 
Rs.1,171 crore.

Business and Social Initiatives:

Your Bank introduced various initiatives/strategies during FY12 to  harness 
the emerging opportunities for rural and agriculture lending. Some of  them 
are mentioned below.

1.  To  augment  the  Agriculture advances,  your  Bank  conducted  special 
campaigns  viz.  Kharif and Rabi campaign for crop loans  under  which  the 
disbursements of Rs 3,676 crore and Rs 2,013 crore were made  respectively. 
Another  Campaign  for  Investment Credit was  also  launched  under  which 
disbursements of Rs 1,178 crore were made.

2.  Your  Bank  organized 5,944 Village Level Credit  Camps  and  disbursed 
Rs.3,338 crore to 2,84,062 borrowers during FY12.

3.  Your  Bank  identified  450 Thrust Branches  across  India  to  enhance 
Agriculture  lending which constituted 33% of total Agriculture lending  as 
at end-March 2012.

4.  Your Bank formulated various area-specific schemes tailor made  to  the 
needs of local requirements, particularly where there is a concentration of 
industries  like Rice Mills, Cold storages, cotton ginning  units,  Poultry 
units,  etc. Suitable concessions in rate of interest, charges,  etc.  were 
allowed under these schemes to garner maximum possible business. As many as 
22   area  specific  schemes  were  formulated  to  increase  your   Bank`s 
agricultural lending.

Baroda Grameen Paramarsh Kendra (BGPK) is another initiative undertaken  by 
your  Bank  to  help the rural community by  providing  credit  counseling, 
financial  literacy  and other services like information on the  prices  of 
agricultural produces,scientific farming, etc. Your Bank had 52 BGPKs as on 
31st March, 2012.

About ten more Baroda Swarojgar Vikas Sansthan (BSVS),Baroda R-SETI Centers 
were opened during FY12. With this, the total number of BSVS has gone up to 
46.  Thus, each of your Bank`s Lead Districts now has a R-SETI as  per  the 
GOI  guidelines. Ajmer BSVS centre is exclusively for women  entrepreneurs. 
The BSVS are primarily the institutes for training the youth and  imparting 
knowledge  and  skills  required for taking  up  self-employment  ventures. 
During  FY12, 42,786 youth beneficiaries were trained out of  which  25,791 
have  established  self-employment  ventures. Out  of  the  total  1,22,228 
beneficiaries  trained  by these centers so far,  75,050  have  established 
their self employment ventures.

Financial Literacy and Credit Counseling Centres (FLCC)-"SARATHEE":

Based  on  the guidelines issued by the RBI, your Bank has  established  39 
FLCCs,  christened  as "SARATHEE" to impart financial literacy  and  credit 
counseling services to the needy to help them avail financial services from 
Banking  system  and also to provide counseling services to those  who  are 
under financial distress due to debt burden.

Your  Bank  has opened these centers under its BSVS  trust  and  counseling 
services are provided to the concerned free of cost.

Your Bank has opened 21 new FLCCs during FY 12, taking the total number  of 
FLCCs to 39 by end-Mar, 2012.Your Bank will be opening FLCCs in each of its 
lead district in due course.

Business Facilitators Model:

This model has been implemented across the country to accelerate  Financial 
Inclusion  of  the  excluded  segment as well  as  to  augment  agriculture 
portfolio. Business Facilitators will mainly canvass loan applications  for 
your Bank for which Bank will pay them compensation. Individuals  including 
retired Bank and Government staff, NGOs, Farmers clubs and SHGs are engaged 
as  agents to greatly improve your Bank`s outreach in the  rural/semi-urban 
areas.

Micro Loan Factory:

Your  Bank has a opened Micro Loan Factoryat Rae Bareilly and Sultanpur  in 
U.P.  The Micro Finance Loan Factory has a mobile van with  facilities  and 
all  related  stationeries/  documents on SHG financing. It  is  manned  by 
officers  who  are  duly authorized to sanction  and  disburse  loans  upto 
Rs.25,000 to SHGs on the spot and at their door steps.

Performance of RRBs Sponsored by the Bank:

Your Bank has sponsored five RRBs as under.

* Baroda Uttar Pradesh Gramin Bank, Head Office: Raebareli.

* Baroda Rajasthan Gramin Bank, Head Office: Ajmer.

* Baroda Gujarat Gramin Bank, Head Office: Bharuch.

* Nainital-Almora Kshetriya Gramin Bank, Head Office: Haldwani.

* Jhabua-Dhar Kshetriya Gramin Bank, Head Office: Jhabua.

The  aggregate  business of these five RRBs rose to Rs 21,693 crore  as  of 
March,  2012  from  Rs 18,803 crore as at end-March,  2011,  registering  a 
growth of 15.37%.

The  five RRBs together posted a Net Profit of Rs 120 crore during FY12  as 
against Rs 117 crore earned during FY11.

The  "Net  Worth"  and the "Reserves and Surplus" of  all  these  RRBs  put 
together  improved from Rs 730 crore at end-March, 2011 to Rs 883 crore  at 
end-March, 2012 and from Rs 453 crore at end-March, 2011 to Rs 566 crore at 
end-March, 2012, respectively.

Bank`s Efforts towards Financial Inclusion (FI):

Targeted villages and models adopted:

* As per the original communication received from RBI in January 2010, your 
Bank  prepared  a Financial Inclusion (FI) plan to  cover  20,000  villages 
under  Financial  Inclusion within a span of three  years  commencing  from 
2010-11 to 2013-14.

* However, the Finance Minister in his speech on Union Budget for FY11 gave 
emphasis  on the coverage of villages having population of more than  2,000 
under FI by March 2012.

*  Accordingly,  2,864 villages having population of more than  2,000  were 
allocated  to  your  Bank  through SLBCs for  provision  of  basic  banking 
services by March 2012.

* Out of the above, 1,200 villages were targeted to be covered in FY11  and 
the rest in FY12.

*  Your  Bank has adopted ICT based Business Correspondent (BC)  model  and 
Mobile  Banking van model for coverage of the allotted  villages.  Wherever 
feasible, new branches are also being opened.

Service Providers:

*  Your Bank has selected M/s TCS and M/s HCL Info systems as  the  service 
providers for end to end solution under the BC model. The service area  has 
been allocated to these service providers.

* Out of 2,864 villages allocated to your Bank by SLBCs, 1,979 villages are 
allotted to M/s TCS and 885 villages to M/s HCL.

Technology and Data Security:

*  The  FI data and transactions are integrated to your  Bank`s  CBS  (Core 
Banking  Solution) through an FI server/ Gateway of the  service  provider. 
The FI server is kept in the Data Centre of your Bank for which the  vendor 
will  have only limited access to the application software for the  purpose 
of maintenance. The data will be under the control of your Bank. Hence  the 
data security is well taken care of.

*  Smart cards are issued to the customers after uploading the accounts  in 
CBS and KYC verification by the link branches.

Business Correspondents (BC):

*  The  service  provider has appointed corporate BCs  at  the  state/zonal 
level.  The field level business agents are selected in  consultation  with 
your Bank`s link branches following the BC selection policy approved by the 
Board.

* The technical training to BCs is provided by the service provider as  and 
when  BCs  are appointed. Your Bank`s R-SETI, Training Centres  and  Baroda 
Grameen  Paramarsh Kendras (BGPK) have been providing training  on  banking 
products  and customer service. The BCs are also encouraged to take up  the 
BC  certificate  program of IIBF {Indian Institute of  Banking  &  Finance, 
Mumbai}  through accredited training establishments. All your  Bank`s  BSVS 
centres are accredited by IIBF for this purpose.

Training of Your Bank Staff in Financial Inclusion:

*  Training  to  about 1,079 Branch Managers involved in  FI  activity  was 
completed by Your Bank`s training centres during FY12.

*  Your  Bank  has tied-up with National  Institute  of  Rural  Development 
(NIRD), Hyderbad for designing and conducting special training program  for 
its officers on FI.

*  Your  Bank has also introduced e-learning module on FI  on  your  Bank`s 
intranet portal for educating the staff.

Monitoring the Implementation under Financial Inclusion:

*  Your  Bank has a clear structure for implementation  and  monitoring  of 
Financial Inclusion.

*  In  order  to have an effective supervision of  the  BCs,  retired  bank 
officials are appointed as BC supervisors for every 10-15 BC agents.

* Your Bank`s Chairman & Managing Director (CMD), Executive Directors (EDs) 
and General Managers (GMs) at the Corporate Office are visiting villages in 
different states.

*  Besides,  all the regional heads and zonal heads are also  visiting  the 
villages  in their respective regions/ zones and monitoring the  activities 
regularly.

*  Your Bank`s Board reviews the implementation of Financial  Inclusion  in 
your  Bank every month on various parameters suggested by the  Ministry  of 
Finance, Government of India.

Publicity:

* Specially designed banners/posters/leaflets are being used by your Bank`s 
Zones/Regions/Branches at various stages of FI.

* Leaflets/posters have been prepared in regional languages and distributed 
in the villages.

*  Usage of publicity material has helped to keep the people  updated  with 
the  FI concept and also to remain informed about the FI enrollment  dates, 
venue etc.

*  Your Bank`s Swabhiman logo is being used in village sign boards,  BC  ID 
cards, T- shirts, Caps etc.

Financial Literacy Efforts:

* Your Bank has opened 39 Financial Literacy and counseling Centres  (FLCC) 
out of 45 lead districts of the Bank.

*  Your  Bank  has  also established 46  R-SETIs  (Baroda  Swarojgar  Vikas 
Sansthan) of which 42 are in its lead districts which will also  facilitate 
financial literacy efforts.

*  Village level meetings are organized by your Bank in all the  identified 
villages to create awareness on the banking products and services.

* Camps are also organized in the villages at the time of enrollment.

Mobile Banking Vans:

*  Your Bank has introduced Mobile Banking vans for increasing the pace  of 
Financial Inclusion.

* These vans will have connectivity to CBS through CDMA technology and they 
visit  the villages on specified dates and time. The services are  provided 
by your Bank`s own staff traveling in the van.

*  Five  such  Vans have been made operational and  they  cover  around  41 
villages. (One in Gujarat, two in UP,one in Bihar and one in Goa.)

Performance:

*  Your  Bank  has  completed coverage  of  100%  villages  allotted  under 
financial  inclusion well before the dead line of end-Mar, 2012. More  than 
7.61  lakh  FI accounts have been opened in these villages as  against  the 
target of 7.10 lakh.

Ultra Small Branches (USBs):

The  technology  based BC model is an evolving concept and  various  issues 
were  encountered by your Bank in implementation of FI through this  model. 
The  Ministry  of  Finance, Government of India as well  as  the  RBI  were 
issuing  various  guidelines from time to time to  make  implementation  of 
financial  inclusion  more  effective. In the strategy  and  guidelines  on 
financial inclusion issued by Ministry of Finance in Oct, 2011, there was a 
suggestion  to  open brick and mortar branches in larger  habitations  with 
population  of  5,000  and above in the  under-banked  districts.  However, 
keeping  the viability of brick and mortar branches in such villages,  they 
further issued guidelines on opening of thin structures called Ultra  Small 
Branches in all the villages allotted for financial inclusion.

USB Model Adopted by the Bank:

*  A BC is appointed in a village and provided with POS machine/ hand  held 
terminal to provide banking services in the village through USB.

*  The place for USB is identified preferably in Gram Panchayat  or  Common 
Service Centre in village.

*  The  board  is  displayed inside each  USB  indicating  various  banking 
services  being provided by your Bank at USB. There is also a board  giving 
details  of  BC, his contact number, name/contact number  of  link  branch, 
fixed day/ time of visit by officer etc. for the convenience of villagers.

*  The  business correspondent is providing services  like  cash  deposits, 
payments  up to certain limit, remittances, account balance enquiry,  mini-
statement etc.

*  A bank officer from the link branch visits the USB once in week at  pre-
fixed  time  and  day for financial inclusion  activities  in  village,  as 
specified by the Ministry of Finance.

*  Minimum  furniture such as table, three to four chairs  etc.  have  been 
provided in an ultra small branch.

Initiatives Taken for Effectiveness of USBs:

*  The  village  level  publicity campaign has  been  conducted  to  create 
awareness  amongst the villagers, with the help of Gram Panchayats as  well 
as in some cases block development offices.

*  The  signboard along with swabhimaan logo is displayed  at  a  prominent 
place  in  the village indicating details of the BC and link  branch  along 
with working hours.

*  The  BCs  are provided with a brief profile of  the  villages  including 
population  of  village, number of households in village, number  of  KCCs/ 
GCCs  issued  in  respective village and other details, so  that  they  can 
perform with better focus on village needs.

* All USBs are mapped for weekly visits by the officers of respective  link 
branch. We have also devised a proper reporting system for monitoring these 
visits by the respective regional offices and corporate office.

*  All  the BCs are provided with the uniform T-Shirts, Caps  and  Identity 
cards in all the villages.

* The uniform posters about the services available at USBs are provided  to 
all the zones and regions in local languages for displaying at the USBs.

*  In order to overcome shortages and cater to the requirement of  manpower 
in officer cadre, we are starting capacity building programs to train other 
cadres to perform the job role of officers in the same spirit as desired by 
the MoF from visiting officer. The preference would be given to local staff 
as far as possible so that they can converse in the local language and  get 
appropriately  connected  with  villagers.  This  will  also  facilitate  a 
confidence building amongst the villagers about the FI initiatives of  your 
Bank/  Govt.  of  India.  The  pilot  project  of  such  capacity  building 
initiative would be started in Gujarat and rolled out in other states  upon 
success of said pilot project.

Advances to SC/ST Communities during FY12:

The  outstanding  advances granted by your Bank to SC/ST  communities  have 
been  growing  year  after year. This is evident from  the  fact  that  the 
outstanding  advances granted to these beneficiaries went up from Rs  3,760 
crore as at end-March, 2011 to Rs 4,336.02 crore as at end-March, 2012.  In 
fact,  the  SC/ST communities accounted for a share of 27.0% in  the  total 
advances  granted  to  weaker sections by the Bank during  the  year  under 
review.  Furthermore,  a special thrust is laid by your Bank  in  financing 
SC/ST under various government sponsored schemes namely Swaranjayanti  Gram 
Swarojgar Yojana (SGSY),Swarna Jayanti Shahari Rojgar Yojana (SJSRY), Prime 
Minister Employment Generation Program (PMEGP), etc. Baroda Swarojgar Vikas 
Sansthans (BSVS) have been giving due preference to SC/ST communities while 
selecting  the  trainees. It is heartening to indicate that so  far,  these 
centres have trained 55,761 youths under the SC/ST category.

International Business:

The  global  economy  has  not fully come  out  of  the  turmoil  witnessed 
following  the  global  financial crisis in 2008 in  spite  of  the  prompt 
measures  taken  by  several  countries around  the  world.  Even  in  such 
challenging  scenario,  the  International Operations of  your  Bank  could 
achieve  excellent  results  during  FY12  and  again  proved  the   Bank`s 
resilience to global shocks.

In  order  to achieve the stated goals, it was  necessary  to  continuously 
understand  the  economic  and  banking  environment  in  which  your  Bank 
operates,  take lessons and make suitable changes in the business  approach 
and  actions. Your Bank kept a continuous watch on the trends  emerging  in 
the  economic/financial  sectors  of  the countries  of  its  operation  by 
factoring in the impact of global events.

Your  Bank is in an advantageous position having large network of  overseas 
branches and strong customer base built over the years. Your Bank has taken 
various  technological  and other initiatives at its  overseas  centres  to 
garner a larger share of the business.

The  excellent  performance  was possible during FY12  due  to  the  Bank`s 
focused  attention and persistent efforts to stretch and improve  upon  its 
own   capabilities  and  the  support  that  it  received  from   all   its 
stakeholders.

The  International Operations of your Bank are keeping pace with  the  fast 
changing  environment  to become increasingly more  competitive  in  global 
terms and aiming for higher growth with profitability.

The  Branch Expansion plan was continued during the year to take  advantage 
of   the   business  opportunities.  During  the  year   FY12,   five   new 
branches/offices were opened, including four branches of the  subsidiaries. 
Your  Bank  primarily concentrated on expanding the  network  in  countries 
where  it  is  already  present to tap the  opportunities  offered  by  the 
upcoming centres and enhance the market share in the country of operation.

Business and Profit Performance:

During  FY12,  the  total business (Deposits +  Advances)  of  your  Bank`s 
overseas  branches  registered a growth of 44.64%.  The  Customer  Deposits 
increased by 40.41%, Total Deposits by 45.23 % and Advances by 43.92%.  The 
growth  numbers  look slightly aggressive because of  the  depreciation  of 
rupee to the tune of 14.11% between end-March, 2011 and end-March, 2012.

During  FY12, the International Operations contributed a sizable 28.27%  to 
the Bank`s global business in line with its business aspirations.

Total Assets:

Total  Assets  of  your  Bank`s  International  Operations  increased  from 
Rs.91,273  crore  as of March 2011 to Rs 1,28,398 crore as  on  March  2012 
registering a growth of 40.67% during the year.

Profit:

The  Gross Profit for the year FY12 registered a healthy growth  of  48.51% 
over  the level of previous year. The Net Profit too recorded  commensurate 
growth of 45.19% during the year. Your Bank was able to improve the spreads 
and also show good increase in Other Income.

Contribution  of international operations to your Bank`s global Net  Profit 
is 23.35%.

Asset Quality:

In the current scenario of economic downturn and uncertainties, there was a 
stringent  monitoring of assets by the Bank`s Top Management  to  safeguard 
your  Bank`s  interest.  Your  Bank has put  in  place  an  efficient  loan 
processing, credit audit and credit monitoring mechanism.

Borrowal   accounts   experiencing   liquidity   mismatch/crunch   due   to 
recessionary trends prevailing in the global economy/delay in projects  for 
reasons  beyond their control were restructured during the year FY12  based 
on their future cash flows and keeping the RBI guidelines in the matter  in 
focus.  These  accounts as well as the accounts  restructured  in  previous 
years were monitored regularly to maintain the asset quality and avoid  any 
slip back.

Gross  Advances  during  the year increased by 43.73%  over  the  level  of 
Mar`11, which means your Bank could maintain the healthy growth trend  even 
during the challenging times. There were a few slippages and the Gross NPAs 
of  your  Bank as percentage to Total Advances  marginally  increased  from 
0.62% as of Mar`11 to 0.68% as on Mar`12.

International Presence:

Your  Bank`s  international presence covered 24 countries  through  its  89 
offices during FY12 as under.

Bank`s Overseas Branches/Offices	          55   
Bank`s Representative Offices	                   2
Branches of Bank`s Overseas Subsidiaries	  32

Total	                                          89

In addition to the above, your Bank`s associate in Zambia has 14 branches.

Overseas Expansion:

During the year FY12,your Bank opened five new branches/ offices (including 
that  of the subsidiaries). An Electronic Banking Service Unit  (EBSU)  was 
opened  at  Hamriya  Free  Zone, Sharjah (UAE) and  four  branches  of  the 
subsidiaries were opened at Ovino Market (Uganda), Kakamega (Kenya),  Nyali 
(Kenya)  and Mon Repos (Guyana). The Representative Office in Malaysia  was 
closed  during  the  year  as  the  Joint  Venture  Bank,  namely,   `India 
International  Bank  (Malaysia) Bhd.` is expected  to  commence  operations 
during the year FY13.

Future Plans in Overseas Business:

Your Bank has initiated steps for further expanding its overseas network to 
tap   the   opportunities  for  canvassing  business  and   enhancing   the 
profitability.  Necessary  infrastructure  is  being  created  for  further 
expanding  the  network  in  UAE, Oman,  Mauritius,  Uganda,  New  Zealand, 
Tanzania, Botswana and Ghana.

Your  Bank  has  received `In Principle` approval for  upgradation  of  its 
Representative  Office  in  Australia to a branch. An approval  of  RBI  is 
awaited  for  opening of two additional branches in U.K.  New  centres  are 
being  identified in countries where your Bank is already present and  also 
in new territories for further expanding the branch network.

Syndication Centre:

Your Bank has Global Syndication Centres at London and Dubai which focus on 
the  business  of Syndication Loans in International Market.  The  Offshore 
Banking  Unit  in Singapore has been further strengthened to  play  a  more 
active role in canvassing the business. The International Merchant  Banking 
Cell  (IMBC)  set  up  at  the Bank`s  Corporate  Office,  Mumbai  plays  a 
supportive  role  to the Regional Syndication Centres  and  also  canvasses 
substantial  business as there was increased demand from Indian  Corporates 
for Foreign Currency resources.

The Bank`s IMBC also actively participates in loan origination.]

Products and Services:

Your  Bank  has  taken  several  steps  to  leverage  the  technology   for 
introduction of products and services to meet the requirements of customers 
in the area of operation.

Your  Bank`s  products and services are compatible with  those  offered  by 
multi-national  banks and local banks. These are being popularized  through 
marketing campaigns in electronic and print media.

Technology:

* The number of ATMs at overseas territories and subsidiaries increased  to 
76 (45 onsite and 31 offsite) as on 31st March, 2012 from 68 (42 onsite and 
26 offsite) as on 31st March, 2011.

*  The  Global Treasury Solution is implemented by your Bank  at  UK,  UAE, 
Bahamas, Bahrain, Hong Kong, Singapore and Belgium.

* The Centralized SWIFT activity is operating from the Data Centre of  your 
Bank.

*  All Territories/Subsidiaries except UK and USA are routing  their  Swift 
operations through SWIFT Cell, Data Centre.

*  The  Payment Messaging System implemented is a middleware  between  Core 
Banking  Solution  (Finacle)  and SWIFT, which help  in  "Straight  Through 
Processing  of  Incoming  and  Outgoing SWIFT  Messages"  with  Anti  Money 
Laundering  check.  It  is implemented in  all  Territories/  Subsidiaries, 
except in UK and USA.

*  The Anti Money laundering Erase (Batch mode) is implemented in  all  the 
overseas centres of your Bank except in Belgium and USA.

*  An  "Anti  Money  Laundering On-line List  Matching  Solution"  is  also 
implemented in all the overseas centres with the exception of USA.

E-Banking in Overseas Operations:

Your Bank is gradually implementing and popularizing the e-banking services 
at its overseas centres.

Transaction  based  e-banking has been implemented in UAE,  UK,  Mauritius, 
Fiji,  Seychelles,  Uganda, Kenya, Botswana and New Zealand. It is  in  the 
process  of  being implemented in Oman and Tanzania. (At  present,  a  view 
based e-banking is available at both these centres).

In  T&T, Guyana and South Africa, it will be introduced in the  next  phase 
which will start shortly.

The  transaction  based  e-banking is being implemented  gradually  at  the 
Overseas Centres looking to their retail base and the cost effectiveness.

Risk Management in Overseas Operations:

Your  Bank implemented Basel II guidelines at all its overseas  territories 
with  effect  from  31st March 2008 and has  already  adopted  Standardized 
Approach for Credit Risk, Standardized Duration Method for Market Risk  and 
Basic Indicator Approach for Operational Risk.

The Risk Management Systems and their implementation are being continuously 
strengthened. A separate Risk Management Department has been set up at  all 
centres  to effectively deal with the credit, market and operational  risk. 
Risk  Managers are posted at all the overseas territories and  subsidiaries 
of your Bank.

During  the  year under review, BOB RAM Model was implemented  at  all  the 
overseas  centres  for  capturing vital  information  related  to  advances 
accounts and their pricing.

An  ASCROM Model for Asset Classification and Credit Monitoring is also  in 
the advanced stage for implementation at your Bank`s overseas centres.

Regulatory Compliance:

Your  Bank  is  well known for its regulatory  compliance  and  has  always 
followed home country regulations rigorously.

Your  Bank  has a dedicated compliance team at major overseas  centres  for 
ensuring  regulatory compliance across all the businesses  and  operations. 
They  are  responsible  for identification and  assessment  and  compliance 
related matters from a regulatory compliance perspective and monitoring and 
reporting.

All the overseas centres have prudential policies in place as per the local 
regulatory requirements. The territories/subsidiaries ensure that these are 
periodically  reviewed  in  line  with the  type  of  business  undertaken, 
changing  scenario  and  taking into account modifications if  any  in  the 
regulatory guidelines.

Treasury Operations:

Your  Bank operates a State of the Art Dealing Room at Baroda Sun Tower  at 
its Corporate Office in Mumbai. Through this dealing room your Bank is well 
positioned  to scale up its Treasury Operations. The Treasury handles  your 
Bank`s  domestic  treasury  operations and  covers  activities  in  various 
markets  i.e. Foreign Exchange, Interest Rates, Fixed Income,  Derivatives, 
Equity  and  other  alternative  asset  classes.  The  advanced  technology 
platforms are used by your Bank to offer a basket of financial products  to 
its  clients  including Interest rate swaps, currency swaps,  forwards  and 
options.

Your Bank has also put in place a sophisticated Automated Dealing system to 
offer auto generated real time foreign exchange rates to the clients of its 
authorized  branches  spread  across the country. As  a  customer  friendly 
initiative,  during  the year FY12, enhancements were made in  the  "Global 
Treasury  Solution" facilitating instant flow of information about  credits 
received  by  your  Bank  in favor of its  customers  through  its  foreign 
correspondents.

Under  the  Business  Process Re-engineering, your  Bank  has  successfully 
implemented  Global Treasury solution across major financial  centres.  The 
Global  Treasury Platform is running smoothly in Mumbai,  London,  Bahamas, 
Brussels, Dubai, Bahrain, Singapore, Hongkong and New York.

During  the year FY12, managing growth and price stability emerged  as  the 
key  challenges against the backdrop of a slowing economy weighed  down  by 
the impact of tight monetary policy and slower economic growth. The advance 
estimates of Indian economy suggest a growth of approximately 6.9% in FY12, 
after having grown at the rate of 8.4% in each of the two preceding  years. 
This  indicates a slowdown compared not just to the previous two years  but 
2003 to 2011 (except FY09 a year of global financial crisis). During  FY12, 
the  RBI hiked interest rates by 125 bps taking repo rate to  8.50%  before 
signaling  a pause in Dec, 2011. To infuse liquidity into the  system,  the 
RBI  reduced CRR [Cash Reserve Ratio] by a cumulative 125 bps in  the  last 
quarter  of  FY12  and conducted open market operations to  the  extent  of 
Rs.1,29,252 crore.

Your  Bank`s Treasury offers customized solutions using available  products 
viz  IRS, CIRS, Forwards and Options to meet the Interest rate and  Foreign 
Exchange  risk  mitigation requirements of the  corporate  clients.  During 
FY12,  your  Bank`s Treasury Division was active in taking benefit  of  the 
arbitrage  opportunities  available between various Treasury  market  asset 
classes  including  Money  Market  CBLO,  Call,  Market  Repo,   Government 
Securities  and  Forex markets. The Treasury actively utilized  the  market 
movements  and  used Overnight Indexed swaps, INBMK  swaps  for  harnessing 
available hedging and trading opportunities.

Tight  monetary  policy  coupled with a  higher  than  announced  borrowing 
program  resulted in the benchmark 10 year Government security  touching  a 
high  level  of  9.0% in Nov, 2011. Against  this  backdrop,  the  Treasury 
focused  on maintaining appropriate duration of portfolio, keeping  minimal 
adverse  impact  on  valuation  and maintaining a  good  average  yield  on 
investment  portfolio.  The average yield on Domestic SLR  investments  was 
7.87%. During FY12, the Treasury earned Rs 6,032 crore as Interest/Discount 
earnings, while the Profit on Sale of Investment and Exchange Earnings were 
Rs 622 and 412 crore, respectively.

The Indian Equity markets were subdued for most part of FY12. This was  due 
to  the  cumulative impact of weaker recovery of the US  economy,  European 
sovereign  debt  crisis  and muted FII inflows into  the  emerging  markets 
including  India.  The  FII  inflows picked  up  during  the  last  quarter 
resulting  in  the market moving to higher levels. The Equity Desk  of  the 
Treasury  actively  churned  its portfolio and booked  profits  at  regular 
intervals whenever an opportunity emerged in the markets.

The  unfolding  of  the euro zone crisis and  uncertainty  surrounding  the 
global  economy  have impacted the Indian economy causing drop  in  growth, 
higher  current account deficit (CAD) and declining capital inflows. As  in 
2008,  the transmission of the crisis has been mainly through the  Balance-
of-payments  (BoP)  channel.  Export growth too decelerated  in  the  third 
quarter  of  FY12, while imports remained high, primarily because  of  very 
high  international  oil prices. At the same  time,  foreign  institutional 
investment  flows  declined, straining the capital account  and  the  rupee 
exchange rate that touched an all-time low of Rs 54.23 per US dollar on  15 
December 2011 during intra-day trading.

The  Foreign exchange desk of the Treasury retained its position as one  of 
the  premier market players in the Forex desks of the Public Sector  Banks. 
The  Proprietary  trading  desk  was active  in  cashing  in  of  available 
arbitrages,  using volatility in the markets and mobilized resources  in  a 
tight liquidity position impacting the Indian markets. The turnover of  the 
Foreign Exchange desk of your Bank`s Treasury increased by nearly 14.0%  on 
y-o-y basis during FY12.

Your Bank`s Treasury Mid-Office monitors market exposures and limits  fixed 
by  the  Board  of Directors, on a real time  basis.  The  Risk  Management 
parameters,  including Value-at-risk (VaR) are used to measure Market  Risk 
on all portfolios. These measures are backed up by the Back Testing on risk 
numbers and Stress Testing of various investment and currency portfolios.

Corporate Social Responsibility (CSR):

As a responsible corporate citizen, it has been the vision of your Bank  to 
empower the community through socio-economic development of underprivileged 
and  weaker sections. In its continued efforts to make a difference to  the 
society  at  large,  your  Bank intensified its  efforts  further  in  this 
direction in FY12.

Your  Bank has established Baroda Swarozgar Vikas Sansthan (Baroda  R-SETI) 
for  imparting training to unemployed youth, free of cost for gainful  self 
employment  and entrepreneurship skill development which help them  improve 
their  family  economic status and also gives a boost to  various  regional 
economies within these locations. All the Lead Districts of your Bank  have 
R-SETI each. About 46 such Sansthans have been established by your Bank  in 
which  more  than 1,22,000 youth have been trained and around  75,000  have 
been gainfully self employed.

Your  Bank has established 52 Baroda Gramin Paramarsh Kendra for  knowledge 
sharing, problem solving and credit counseling for rural masses across  the 
country.  In  order  to spread awareness among the rural  mass  on  various 
financial  and  banking services and to speed up the process  of  financial 
inclusion, your Bank has also established 21 Financial Literacy and  Credit 
counseling  Centres (FLCC)during FY12 making the total number of  FLCCs  to 
39.

Asset Quality Management:

The  year  FY12  has been a challenging year for the  banking  industry  to 
maintain the Asset Quality due to a fragile economic environment.  However, 
your Bank has continued its practice of rigorous monitoring and recovery of 
the NPA portfolio besides preventive mechanism for restricting slippages at 
the  minimum level. Your Bank has continued its leadership position in  the 
NPA management area in the Indian banking sector.

Indian  banks, in general, witnessed heavy incidence of slippages  in  FY12 
due  to  volatile financial markets both within and outside  India,  higher 
inflation  and  higher interest rate regime throughout the  year  FY12.  In 
spite  of various depressed economic parameters impacting the  Bank,  fresh 
slippages, during the year,were kept under control at 1.44% of the  opening 
Standard Advances of your Bank. Against the backdrop of high slippages, the 
ratio  of  Gross NPA to Gross Advances was at 1.53% as on 31st  Mar,  2012. 
Consequently, the ratio of Net NPA to Net Advances marginally increased  to 
0.54% by end-Mar, 2012.

Your Bank continued to maintain the Loan Loss Provisioning ratio at  higher 
level  than  the mandated norms set by the RBI during FY11. Its  Loan  Loss 
Provisioning  ratio was higher at 80.05% as on 31st Mar, 2012 after  taking 
into account the Prudential/ Technically Written-off advances.

During the year under review, your Bank laid down a comprehensive structure 
of recovery and credit monitoring function at the Branch, Region, Zone  and 
Corporate levels. Besides this, the Nodal officers at each DRT centre  were 
assigned  the role of a follow-up of legal cases on day to day basis so  as 
to  minimize the delay in obtaining decrees and execution thereof in  order 
to  expedite and maximize recoveries. Additionally, Lok  Adalats,  Recovery 
Camps  and  Village Chaupal Meets were regularly conducted by  your  Bank`s 
branches  to  reduce long pending cases and expedite  recoveries  in  small 
accounts.

Your Bank continued its emphasis on follow-up mechanism to explore recovery 
prospects  of  NPA accounts. The system of monitoring of  large  value  NPA 
accounts of say Rs 25 lakh and above directly from the corporate office has 
ensured  proactive  action by branches, advocates,  recovery  agents,  etc. 
Therefore, the cash recovery in NPA accounts during FY12 was Rs 580  crore, 
much  higher  than  the  cash recovery of Rs 455  crore  during  FY11.  The 
upgradation  was substantially higher at Rs 336 crore during FY12  compared 
to Rs 189 crore during FY11.

During  the year FY12, your Bank laid specific focus on recovery  of  small 
accounts  by  organizing  Lok Adalats and Recovery  Camps  at  village/town 
level. Your Bank also launched an incentive- linked recovery scheme  called 
"Sankalp  -  IV" to enlist personalized attention of each and  every  staff 
member  in  pursuing  recovery  efforts of small  value  accounts  with  an 
outstanding  up to Rs 15 lakh. The cash recovery made during the year  FY12 
under the scheme was very impressive at Rs 191 crore.

The asset classification wise breakup of advances portfolio of your Bank is 
as under.

                                                                (Rs. crore)

Asset Category (Gross)	                   31st March 2012  31st March 2011

Standard	                               2,86,542.59	2,28,173.03
Gross NPA	                                  4,464.75	   3,152.50

Total	                                       2,91,007.34	2,31,325.53

Gross NPA is comprising of:

Sub-standard	                                  2,661.82	   1,097.23
Doubtful	                                  1,318.71	   1,336.64
Loss	                                            484.22	     718.63

Total Gross NPA	                                  4,464.75	   3,152.50

Information Technology:

Your  Bank  has  undertaken a total end-to-end  business  and  IT  strategy 
project covering your Bank`s domestic, overseas and subsidiary operations.

* Your Bank has built the best of technology infrastructure by implementing 
a  state-of-the-art  Data  Centre conforming  to  Uptime  Institute  Tier-3 
standard  and also a Disaster Recovery Site in different seismic zone  with 
redundancy  built in every single point of failure to ensure  uninterrupted 
banking  service delivery to customers. After successfully  migrating  Data 
Centre  to  new  Data Centre in the Bank`s  own  premises  during  previous 
financial year, your Bank had undertaken Disaster Recovery Centre expansion 
during the year to support its business growth and technology expansion.

*  Your Bank has also undertaken various other technology initiatives  like 
windows   server   virtualization,  desktop   virtualisation   and   backup 
consolidation  as  green  initiatives  and  also  to  improve  Data  Centre 
operational  efficiency. Bank wide network was migrated to  new  technology 
based  on  MPLS  for improving uptime and  on  demand  upgrade.  Enterprise 
Management  System  was upgraded and new modules  deployed  to  effectively 
manage and monitor Bank`s growing IT infrastructure.

*  The  Core Banking System was migrated to higher  version  with  enhanced 
features. Various new modules like Fixed Assets maintenance, sales  tracker 
module,  centralized  service  tax,  eBRC  (Bank  Realization  Certificate) 
module,  account  number portability, workflow automation for  New  Pension 
Scheme - Swavalamban were implemented during the year.

*  I n order to enhance security and confidence in Internet  Banking,  your 
Bank  introduced enhanced security features by deploying  Fraud  Management 
Solution, including two factor authentications. Your Bank continued to  add 
more  facilities  under its Internet Banking  channels.  Internet  Banking, 
viz., Baroda Connect, now provides speedy and secured facility to  transfer 
funds  to self, third party (within BOB) and inter-bank.  Other  facilities 
available  are online opening of Fixed Deposits, Railways Freight  Payment, 
on-line  payment of Direct and Indirect Taxes and certain State  Government 
Taxes,  utility bills, rail tickets, on-line shopping, donation to  temples 
and institutional fee payment. Corporates also have the facility of  direct 
salary uploads, trade finance. Various State Tax payments have been enabled 
during the year. The SMS Alerts, RTGS/ NEFT transactions are also  provided 
in internet banking portal. ASBA (Application Supported by Blocked  Amount) 
functionality has been provided in Baroda Connect for On-line  subscription 
to  Initial  Public  Offers and Follow-on Public Offers  for  applying  for 
Equity Shares. Transaction based Internet Banking has also been implemented 
in  Uganda, Botswana, New Zealand, UAE, Kenya, Mauritius, Seychelles,  Fiji 
and UK providing facilities such as fund transfer to self and third  party, 
bill  payments,  corporate salary upload and on-line shopping.  View  based 
internet banking has been implemented overseas in Oman and Tanzania.

*  Mobile Banking - BARODA M-CONNECT - one more alternate delivery  channel 
was  added  to  provide  various facilities  to  customers,  viz.,  Balance 
Enquiry,  Mini  Statement,  Linking of Multiple  Accounts,  Fund  Transfer, 
Request to the Bank, Bill Payments, Ticket Booking,

Shopping,  Feedback/  Complaints  etc. The IMPS was  also  enabled  through 
Mobile Banking for interbank fund transfer.

* The ATM Switch was upgraded during the year to support increasing  volume 
of  transactions  and ATMs. The ATM switch is operational  in  India,  UAE, 
Oman, Mauritius, Fiji, Tanzania, Botswana, T&T and New Zealand. ATM  switch 
is integrated with seven interchanges viz. National Switch NFS(NPCI), Visa, 
MasterCard,  CBUAE (UAE), CBOMAN (Oman), Link (T&T), Paymark (New  Zealand) 
to  provide convenience to customers by increasing delivery points  through 
ATMs  covered under these switches. As a customer centric initiative,  Bank 
has implemented self-linked fund transfer, Institution fees payment, mobile 
banking  registration,  mobile number  updation,  biometric  authentication 
enabled ATMs, tax payment, multiple accounts being linked to a single Debit 
Card, Verified by VISA, CVV2, Visa Platinum, Maestro Debit Card,  Biometric 
Card,  PIN change and mini statement through other Bank ATMs.  Mobile  ATMs 
have  been launched in Ahmedabad, Pune, Lucknow and New Delhi.  Some  value 
added  features like on-line cash deposit and cheque deposit,  cheque  book 
request, statement request, envelope cash and cheque deposits services  are 
introduced in UAE.

*  Internet  Payment  Gateway services for  debit  cards/credit  cards  are 
increasingly offered to merchants and internet shopper as a safe and secure 
channel for on-line purchases.

*  The SMS Alerts delivery gateway was upgraded to extend the  facility  to 
all customers of your Bank.

*  During the year, customers are provided with one more  service  delivery 
channels with the launch of Contact Centres in Lucknow and Baroda.

*  The  Retail  Depository  Services are  made  available  to  your  Bank`s 
customers. With a centralized depository application, branches are equipped 
to provide depository services for both NSDL as well as CDSL. With  On-line 
Trading System, your Bank will be able to provide complete suite of on-line 
services to the customers for trading in instruments like equities,  mutual 
funds, bonds and initial public offering (IPOs).

*  Cash  Management System is a full-function web enabled  cash  management 
solution  offered to your Bank`s customers, covering services like  Receipt 
Management   (Collections),  Payment  Management  and  Invoice   Management 
(Receivable and Payable Management).

*  New  Credit  Card  Management System has  been  implemented  to  provide 
comprehensive   management  and  support  for  your  Bank`s   Credit   Card 
operations.

*  All CBS branches are enabled for interbank remittances through RTGS  and 
NEFT.  RTGS  and NEFT have also been interfaced with our  internet  banking 
portal. The Straight Through Processing (STP) of NEFT Inward Messages  have 
been implemented for the Bank as well as RRBs.

*  The SWIFT facility for worldwide inter-bank financial  communication  is 
provided  at  Foreign  Exchange Authorized Branches in  India  as  also  in 
overseas territories.

*  The  Payment  Messaging Solution (PMS) is  implemented  in  20  overseas 
territories & all authorized branches in India. PMS facilitates  validation 
and formatting of SWIFT messages generated from CBS as per SWIFT standards, 
and also goes through AML check.

*  During  the  year,  a grid based  Cheque  Truncation  System  (CTS)  was 
implemented in Chennai, Coimbatore and Banglore.

*  For  improving your Bank`s service delivery, the Back  Office  functions 
have  been  centralized  at City Back Offices and  Regional  Back  Offices. 
During the year, your Bank added five more Regional Back Offices. Your Bank 
now has 70 City Back Offices and 10 Regional Bank Offices. The personalized 
cheque  books  issuance has been centralized. Your Bank  has  also  started 
centralized FCNR operations.

* Automated Cheque Processing Centre (Inward & Outward) was implemented  in 
Mumbai.  Your  Bank  has also initiated the process  of  implementation  in 
Surat,  Ahmedabad, as a part of Business Process Re-engineering  under  its 
Project Navnirmaan.

* The Integrated Global Treasury Solution has been implemented in UK,  UAE, 
Bahamas,  Bahrain, Hongkong, Singapore, Belgium and in India, reducing  the 
cost of operations and better fund management.

*  For  regulatory  compliance, the Anti Money Laundering  (AML)  has  been 
implemented  in  India  and 20 overseas territories.  Your  Bank  has  also 
implemented Risk Management solution.

*  Enterprise wide GL Solution has been implemented. This provides  variety 
of  inputs  to  your  Bank  for  strategic  decision  making  in   business 
development and also generates enterprise wide consolidated reports.

*  The  Centralized Payroll, Salary module, e-TDS module and  Leave  Module 
have been implemented for all your Bank`s offices in India.

* The Human Resource Networking for Employees Service has been  implemented 
with the objective of creating a central database of the Bank employees for 
facilitating decision-making, promotion and selection exercise as also  for 
automating other HR process.

*  Your Bank had also undertaken as a part of its business  strategy,  Data 
Warehouse  for  providing  flexible and  interactive  source  of  strategic 
information,  Customer Relationship Management for better customer  insight 
and uniform customer view across channels.

*  The  IT  setup  has  been developed  for  account  opening  process  and 
transactions, both on-line and off-line, to be carried out through Business 
Correspondent thus enabling Financial Inclusion. The Mobile Van Banking  is 
launched  in Gujarat, UP & Bihar on a pilot basis as the  Bank`s  Financial 
Inclusion initiative.

* The Solar Power Generation System (SPGS) was implemented during the  year 
in  additional rural branches to ensure uninterrupted banking  services  to 
the  Bank`s rural customers. The SPGS will provide an alternate  source  of 
energy through UPS at branches that face acute power shortage or have large 
load shedding.

*  A robust Information Security Management System was put in place  during 
the year under review to protect the technology against security threat.

Future Plans in IT:

* Various IT initiatives under Financial Inclusion are being proposed  like 
-  Aadhaar  Enabled Payment System (AEPS), Aadhaar  Payment  Bridge  (APB), 
Ultra Small branches, etc.

* Some more Customer Centric initiatives are proposed like Interbank Mobile 
Payment  Service (IMPS) through ATM, Internet Banking, RuPay Card -  ATM  & 
Point   of   Sale  (POS)  implementation,  European   Master   Visa   (EMV) 
implementation,  Chipbased card, more facilities through Interactive  Voice 
Response System (IVRS), NEFT through ATM, utility bill payment through ATM, 
etc.

*  The  advanced  phases  of  Customer  Relationship  Management  and  Data 
Warehouse are also being planned.

*  Your  Bank  has plans to upgrade existing  applications  like  Exchange, 
eBusiness suite with enhanced features.

*   It  also  proposes  implementation  of  Business  Analytics,   Employee 
Performance Management System, Employee Incentives and Manpower Planning.

*  It  further  proposes implementation of Security  Operation  Centre  for 
enhanced IT security.

*  It  has  planned  technology projects like  optimal  utilization  of  IT 
infrastructure,   archival   project,   IPV6   implementation,    Biometric 
authentication for internal users, IT infrastructure for growth, etc.

E-business:

Your  Bank`s  e-business department provides different types  of  Alternate 
Delivery  Channels (ADC) such as ATMs, Internet Banking  (Baroda  Connect), 
RTGS/NEFT,  Phone Banking, Internet Payment Gateway (IPG) etc. In  addition 
to  this,  the  e-banking department of your Bank  looks  after  Depository 
Services,  Cash  Management Services & Sale of Gold Coins. This  year,  the 
Bank  successfully launched Contact Centers from Lucknow &  Baroda,  mobile 
banking  and  pre-paid  gift card etc. Given below is  the  performance  of 
various segments under the e-Business activity, during FY12.

ATM/DEBIT Card Operations:

Particulars	                                  31/03/2011     31/03/2012

No. of ATMs operationalised	                       1,561	      2,012
No. of Debit Cards Issued	                  62.71 lakh	 80.44 lakh

During  FY12, your Bank received NFS Operational Excellence Award for  ATMs 
from  National Payments Corporation of India (NPCI) - Best Bank  in  Public 
Sector category.

Baroda Connect (Internet Banking):

Particulars	         31/03/2011     31/03/2012

No. of Users	           5,73,575	  8,10,430
No. of A/cs. Linked	  21,90,700	 32,49,216

New Initiatives in FY12:

a)  Fraud Management Solution (FMS) was implemented in August 2011 to  make 
internet   banking   system  foolproof/  secured.   No   Phishing   induced 
transactions were reported in the previous two months.

b) On-line FDR through Baroda Connect was launched in January 2012.

Baroda RTGS/NEFT:

Particulars	                     2010-11	              2011-12
	
                                RTGS	     NEFT	  RTGS	       NEFT

No. of Inward	           13,98,612	34,24,515    16,62,070	  61,37,139
Transactions				

No. of Outward	           19,25,969	14,88,661    21,47,527	  29,48,252
Transactions				

Avg. Transactions per	       5,793	   17,035	 7,720	     28,376
day (Inward)				

Avg. Transactions per	       7,235	    8,015	 9,338	     13,211
day (Outward)				

Baroda Cash Management Services:

* During financial year FY12, the total number of transactions in BCMS  was 
14.19 lakh with total turnover of Rs 10,355 crore. A profit of Rs1.39 crore 
was earned.

*  The number of customers has increased from 92 as on 31st March  2011  to 
206 as on 31st March 2012.

*  It is proposed to extend these services to 100 more centers in a  phased 
manner.

Baroda e-Gateway (Internet Payment Gateway):

* As on 31st March 2012, 124 Merchants were registered as against 52 as  on 
31st March 2011 and total turnover during FY12 was Rs 26.49 crore. A Profit 
of Rs 27.94 lakh was earned during FY12.

Sale of Gold Coins:

* Your Bank started selling the gold coins since October 2007.

* At present, gold coins in denomination of 2gm, 4gm, 5gm, 8gm, 10gm,  20gm 
and  50gm  are  sold.  During the year FY12,  80,958  gold  coins  weighing 
668.45kg were sold.

*  A profit of Rs11.20 crore was earned from this activity during the  year 
FY12.

New Products Launched during FY12:

1. Mobile Banking

2. Pre-paid Cards

3. Contact Centres at Lucknow & Baroda

4. Different variants of Debit Cards:

a) Visa Platinum Debit Card
b) Mastercard "Combi" Gold Debit Card 

5. Maestro PIN Debit Card

New Products to be Launched Shortly:

1. Launch of Foreign currency international travel card.

2.  Value  added  services  like top-up,  DTH  recharge,  utility  payment, 
ticketing  etc. through multiple delivery channels like  internet  banking, 
mobile banking, ATM, website etc.

3.  Introduction of corporate business solutions including web  based  Cash 
Management,  e-commerce portal, reimbursement/payroll for their staff  etc. 
to garner new/ additional business through e-products/services.

4. Structured loyalty and rewards program to increase debit card usage  and 
associated earnings.

Human Resources:

Human Resource strategies have been a key component of your Bank`s  overall 
efforts  for  business  transformation and augmenting  performance  of  its 
operational units. The prime objective of the HR function is to harness the 
employee  potential for serving the customers better. Your Bank is  endowed 
with a competent and highly motivated employee base of around 42,175 people 
who are engaged in handling the mammoth business operations of your Bank.

Your  Bank took some major HR initiatives during the year FY12 in order  to 
cement its position in the top league of banks. Some of these  initiatives, 
as  described  below, are unique and path-breaking for  the  entire  Public 
banking sector as a whole.

Opening of "Baroda Manipal School of Banking":

Your  Bank  initiated this innovative resourcing channel  during  the  year 
FY12, in tie-up with Manipal Global Education Services. The Baroda  Manipal 
School of Banking will provide a batch of around 180 fully trained officers 

per  quarter  with  effect from Sept, 2012 onwards who  shall  be  deployed 
against  your  Bank`s  requirement of specific profiles  of  officers.  The 
students   undergo   a  focused  grooming  which  is  tailored   to   BOB`s 
requirements, while undertaking a one-year full-time PG course in Banking & 
Finance in Baroda Manipal School of Banking, before being absorbed in  your 
Bank with first-day, first hour productivity as the main objective.

Launch of HR transformation project - `SPARSH`:

This focused project was initiated by your Bank during this year to  revamp 
its existing HR processes, structures and policies in order to support  the 
technology  and business transformation of your Bank.  Various  initiatives 
like Talent management, Succession planning, creating a scientific staffing 
model & manpower planning, development and capability building, performance 
management, etc. were started under this project.

Implementation of HR Technology:

Your Bank has created a very comprehensive HR technology platform  covering 
HRM,  Training,  Payroll  & Leave modules christened  the  Human  Resources 
Network for Employee Services (HRNes). This technology platform has enabled 
automation  of  various HR functionalities and various modules  under  this 
system were continued to be implemented during the year.

HR Initiatives in Capability Building:

Substantial  training and developmental activities were carried out  during 
FY12, which included comprehensive grooming programs in the area of Credit, 
Forex, Dealings, Branch Management, Planning, Risk Management, etc. besides 
soft  skills  programs and ensuring all-round development and  grooming  of 
young  officers  and new recruits through a structured six-month  long  new 
joinee induction program.

Your  Bank conducted 2,334 training programs in-house (through its  network 
of  12 Training Centres across the country, one IT training center  and  an 
Apex  Training  College  at Ahmedabad) and thereby  trained  48,090  people 
during  the year. Besides, your Bank also sent around 1,221  employees  for 
undergoing training in various reputed external training institutes of  the 
country  and even abroad. All General Managers and Dy. General Managers  of 
your  Bank were sent to undergo a Top Management program at one of  India`s 
best B-Schools viz. ISB, Hyderabad whereas in another initiative, your Bank 
trained  more  than 400 especially identified people across  your  Bank  to 
undergo  a focused Mentoring program in order to act as `mentors` to  newly 
recruited officers.

Leadership Development:

Taking into account the critical need for building leadership  competencies 
in  people, your Bank has launched a comprehensive  leadership  development 
program  `Project  UDAAN`  covering Branch Heads of  all  Urban  and  Metro 
Branches and all the Assistant General Managers and Deputy General Managers 
with  the objective of creating leaders for the future. Such a massive  and 
comprehensive leadership development effort is unparalleled in the industry 
and first of its kind for an Indian state-owned Bank.

The  program  has been structured around three modules of  leadership  viz. 
`Leading  Self`,  `Leading Others` and `Leading Business` and each  of  the 
three  modules are being addressed through a combination of off-site  Forum 
events and Coaching clinics. The program covered around 960 participants in 
seven batches (waves) across seven zones of your Bank during the year  FY12 
and around 460 more participants shall be covered in another three  batches 
in the next year.

Recruitment Drive:

Your Bank has been undertaking focused hiring efforts on a sustained  basis 
year  on  year, to cater to superannuation, sustained business  growth  and 
rapid  Branch  expansion.  Various recruitment  exercises  were  undertaken 
during the year to address the emerging manpower requirements in your Bank. 
Recruitment  of Specialist officers, probationary officers, recruitment  of 
young  MBAs  directly from the campuses of renowned Business  Schools  were 
initiated in large numbers to meet the needs of your Bank, both in terms of 
replacements  for  normal attrition and factoring in  the  business  growth 
needs.  Your Bank recruited 1,726 Officers in various  Grades/Scales  (both 
Generalists & Specialists), 1,395 Clerks and 629 Subordinate staff members. 
With another 125 new hires in the process of joining,your Bank has  thereby 
inducted  a  total  of  3,875 new employees during  the  period  FY12.  The 
recruitment  process  is continued in the year 2012-13  also  with  various 
recruitment projects underway for filling up almost 1,000 posts of officers 
and 2,000 posts of clerks.

Framework for Career Progression:

Special  efforts  were  made during the year under review  to  fulfill  the 
growing  aspirations  of  the  employees  for  faster  career  progression, 
thereby,  motivating employees for higher productivity. Your Bank has  been 
regularly promoting people in all grades / scales, year after year, without 
a break, in order to keep on continuously rewarding its top performers  and 
make  them  assume  higher responsibilities faster. In  keeping  with  this 
trend,  a  large number of promotion exercises were undertaken  during  the 
year FY12 also, the results of which are given below.

Sub-Staff to Clerk	                : 207

Clerk to Officer	                : 450

JM-I to MM-II (Officer to Manager)	: In progress for filling up 600 
                                          vacancies

MM-II to MM-III (Manager to Sr Manager)	: In progress for filling up 500
                                          vacancies

MM-III to SM-IV (Sr. Manager to         : In progress for filling up 275
Chief Manager)	                          vacancies

SM-IV to SM-V (Chief Manager to 
Asstt. Gen. Manager)	                : 85

SM-V to TEG-VI (Asstt. Gen. Manager 
to Dy. Gen. Manager)	                : 28

TEG-VI to TEG-VII (Dy. Gen. Manager 
to General Manager)	                : 11

Special Thrust on Development of SC/ST/Other Backward Communities:

Your  Bank  is  committed  to  the  constitutional  safeguards  and  social 
objectives for development and welfare of persons belonging to SCs, STs and 
other  backward classes in society. Your Bank is one of those banks in  the 
entire banking industry that have the highest number of employees belonging 
to SCs and STs, which itself shows the commitment of the Bank towards their 
development  and upliftment. Some of the highlights of your Bank`s  efforts 
for  development  and  welfare  of people belonging  to  SCs  and  STs  are 
enumerated as under.

Reservation in Employment:

Your Bank observes all guidelines stipulated by the Government of India for 
reservation  of  posts  in employment in All India  recruitment  and  local 
recruitment.  Around  15.0% posts are reserved for SCs and 7.5%  posts  are 
reserved for STs in all India recruitments. For other recruitments made  on 
regional  basis,  appropriate percentage prescribed for various  States  is 
being observed.

Special efforts are made like offering pre-recruitment orientation training 
to  SC/ST applicants for recruitment in your Bank. Relaxation in age  limit 
and  qualifications are given and interviews of SC/ST candidates are  taken 
on  relaxed standards in order to ensure that appointment of candidates  to 
the  reserved  posts  happens. In the Interview Panel  for  recruitment,  a 
member belonging to SC/ST is invariably associated. Candidates belonging to 
SC/ST, who are called for interview, are reimbursed traveling expenses.  In 
addition  to  providing  reservation  in  employment,  your  Bank  is  also 
providing  reservation and other enabling mechanisms in career  growth  and 
promotions  for  SC and ST employees as per the guidelines in  vogue.  Pre-
promotion  training  before participating in promotion  exercises  is  also 
provided.  Around 10.0% of the available residential accommodation of  your 
Bank is also reserved for SC/ST candidates.

The staff strength and representation of SCs and STs as of 31st March  2012 
is as under.

Cadre	             Total	 SC	 SC %	     ST	    ST %

Officers	    16,953    2,936     14.76	  1,159	    6.84
Clerks	            16,448    2,428	17.32	  1,070	    6.51
Substaff	     8,046    2,845	35.36	    733	    9.11

Total	            41,447    8,209	19.81	  2,962	    7.15

SC/ST Cell:

An  exclusive  SC/ST  Cell  in your Bank has been set  up  to  monitor  the 
reservation  and  other  enabling  provisions  for  SC/  ST  employees.  An 
executive  in  the rank of General Manager is appointed  as  Chief  Liaison 
Officer  for SC/ST employees who ensures compliance of  various  guidelines 
pertaining  to the SC/ ST employees. A Liaison Officer for SC/ST  has  been 
appointed  in  each  Zone of the Bank who takes care  of  all  matters  and 
grievance redressal of SC/ST employees of that Zone.

Meeting with SC/ST Welfare Association:

With  a  view to have direct dialogue and review of reservation  and  other 
special  provisions for SC and ST, your Bank holds quarterly meetings  with 
the  representatives of SC/ST Welfare Association of the Bank. Your  Bank`s 
Chairman  and Managing Director and Senior Executives including  the  Chief 
Liaison Officer for SC/ST participate in the meeting.

Bharat Ratna Dr. Babasaheb Ambedkar Memorial Trust:

Your Bank has established the "Bharat Ratna Dr. Babasaheb Ambedkar Memorial 
Trust"  in 1991 for promoting welfare activities for the benefit  of  SC/ST 
employees and their family members. Apart from scholarships to children  of 
employees belonging to SC/ST, the Trust also provides scholarship to  needy 
students belonging to SC/ST community, in general, in major centres of  the 
country.

Visit of National Commission for Scheduled Castes:

The  National Commission for Scheduled Castes visited your Bank at  various 
places during the year viz. at Ahmedabad (09.09.2011), Rajkot (16.09.2011), 
Surat  (08.10.2011),  Anand  (09.11.2011),  Bulsar  (11.11.2011),  Jamnagar 
(23.12.2011),   Bharuch   (05.12.2011),   Udaipur   (29.12.2011),   Mehsana 
(27.01.2012),   Godhra  (17.03.2012),  Kolkata  (21.02.2012)  and   Jodhpur 
(29.03.2012) to review the implementation of the reservation policy of  the 
Government of India for SCs in your Bank, had discussions and  interactions 
and  examined the level of implementation of the policies and programs.  It 
may be noted that the suggestions and guidance of the Commission are  being 
scrupulously observed by your Bank.

Marketing:

The breakthrough marketing communication path with the introduction of  the 
animated mascot "Stickman" by Bank in the year FY11 had enhanced the Bank`s 
branding and set the pace for different branding initiatives.

Taking forward this brand rejuvenation journey, the Bank had introduced the 
brand in Sonic Medium by launching its "Signature Tune" on the occasion  of 
its Foundation Day on 20th July, 2011. Your Bank`s marketing  communication 
continued  to focus on enhancing the recall value of the brand and  thereby 
providing absolute support to the field staff.

Product Support:

During  FY12,  a number of product promotion campaigns  were  conducted  to 
promote Retail Loans, Current Deposits, Saving Deposits, SME products,  NRI 
products  and  sale  of gold coins. A combination  of  all  media  vehicles 

[print,  electronic and OOH media] was used to support the sales effort  of 
field  level  units. Their efforts were also aided  by  suitable  in-branch 
publicity  through  display of banners, posters and  leaflets  and  general 
promotional events through the expanding branch network.

Marketing Initiatives:

*  Your  Bank  introduced  the  brand in  Sonic  Medium  by  launching  its 
"Signature  Tune"  on the occasion of Bank`s Foundation Day on  20th  July, 
2011.

*   Corporate   branding  initiatives  like  launch  of   signature   tune, 
advertisements  about  financial  results and awards  and  various  product 
campaign promotions have aided.

*  Increase  of  Bank`s Brand Value to $ 675 Million in  2012  from  $  585 
Million in 2011.

* Improvement in Bank`s Brand Ranking to 166 in 2012 from 214 in 2011.

(Source: Brand Finance-Top Brands Banking 500, 2012 survey)

Signature Tune:

The  year  FY12 saw the launch of the `Signature Tune` of  your  Bank.  The 
signature  tune  is  an audio piece which  articulates  brand  personality, 
enhancing and impressing the visual form of Bank`s logo to create a  strong 
association  of  the Bank`s brand with its customer and employees.  It  has 
been  envisaged that this signature tune will articulate the spirit of  the 
Bank as a vibrant, energetic, young organization complementing the Logo and 
its  introduction signifies the commencement of a new brand era which  will 
give a 360 degree recall value to the Bank`s brand.

Other Marketing Endeavors:

Various on-ground activities helped to broaden your Bank`s competitive edge 
by  improving  visibility, image, prestige and  credibility  by  supporting 
events where your Bank could capture attention of prospective customers and 
generate  business.  Your  Bank organized and  participated  in  many  such 
events.  Some of the major events where your Bank`s branding  was  enhanced 
included viz. Vadodara Marathon - 2012, President Fleet Review Nite - 2012, 
Mint  Annual Banking Conclave -2012 - "Opportunities and Challenges",  10th 
Pravasi Bhartiya Divas - 2012, Jaipur, Mumbai Marathon - 2012, FICCI Series 
of  Seminars on MSME Financing - 2011, FICCI-IBA Banking  Conference  2011, 
28th  Skoch  Summit  on  Financial  Inclusion  and  The  Baroda  Cup   Polo 
Tournament.  The  Out-of-Home  media  was also  well  leveraged  to  ensure 
customer recall.

Awards and Industry Recognition for Bank of Baroda:

Your  Bank  received  several  awards  during  FY12,  for  its   consistent 
outstanding  and  all-round  performance  (both  business  and  financial), 
superior  management,  dedication to excellence and contribution  to  rural 
economy and financial inclusion.

Given below are a few select awards won by Bank during the year FY12:

* T A Pai Memorial "Best Banker" award.

* Most Efficient Bank in Kenya

* Best Initiatives in Inclusive Banking - FIBAC Banking Awards

*  Dun  & Bradstreet (D&B) Leading Public Sector Bank in  `Global  Business 
Development` category

* National Award for performance under implementation of PMEGP scheme.

* India Best Banks and Financial Institutions Awards: MCX and CNBC-TV18, -

a. Best Public Sector Bank

b.  Outstanding Financial Professional - 2010 was conferred upon Shri  M  D 
Mallya

*  Commendation Certificate: Department of Official Language - Ministry  of 
Home Affairs.

*  HR  Excellence Award for Best Intellectual  Human  Resource  Utilization 
Practices" by Amity International Business School. New Delhi.

* Golden Peacock Award for Excellence in Corporate Governance.

*  "Dainik Bhaskar India Pride Awards - Lifetime Achievement Award to  M  D 
Mallya.

* ABCI Awards 2011.

a. Gold Trophy in Indian Language Publication- Akshayyam

b. Bronze Trophy in New Publication- Navnirmaan

c. Bronze Trophy in Special Column - Apni Baat

d. Gold Trophy in Web Communication on-line - Retail Product Campaign

* Business World Best Bank 2011 Awards:

a. Fastest Growing Bank- Large

b. Banker of the Year to Shri M D Mallya, CMD

* Best Public Sector Bank Award by State Forum of Bankers Club, Kerala.

* ICAI awards for Excellence in Financial Reporting

* Best Public Sector Bank by NDTV Profit

* My FM Stars of the Industry Brand Leadership Award

Premises Re-Engineering and Ambience Enhancement:

Your  Bank,  in a ceremony held at Baroda on 27th June,  2011  symbolically 
handed an Auditorium "Sir Sayajirao Nagar Gruh" having 1,008 seats, to  the 
Vadodara  Municipal  Corporation, as a Centenary Year Gift to the  city  of 
Baroda.

Maharaja Ranjitsinh ji Gaekwad, the heir of H.H. Sir Sayajirao Gaekwad  III 
and  other dignitaries greatly appreciated your Bank`s gesture. The  State-
of-the-Art  building  depicts all the rich cultural heritage  of  the  town 
using the talents of local artisans and artists. The beautiful building has 
since  become a landmark of Baroda City. Major Cultural events of the  city 
are since held there.

The administrative office cum residential complex at Ghod Dod Road Surat is 
since completed. It is equipped with ultra modern gadgets and systems  with 
energy  efficient  equipments, rain water harvesting system,  eco  friendly 
materials. Bank`s presence by this building in the Diamond City is  admired 
by one and all.

Other Initiatives in Estate Management:

*  As  per the directives from Ministry of Finance, your  Bank  linked  its 
Corporate  Office and all Zonal and Regional offices through  State-of-the-
Art  Video  Conferencing  Systems with MPLS  connectivity.  Interaction  of 
functional  heads through VC has expedited the decision making  process  in 
more efficient and cost effective manner.

*  Your Bank is also marching towards technology based initiatives  in  the 
form of e-tendering, e-procurement, etc.

* All payments to vendors are being made through RTGS / NEFT or credited to 
beneficiary account.

*  Migrated  all  the  assets,  located  at  branches  and  calculation  of 
depreciation thereon, to CBS platform with the assistance of Projects &  IT 
Department.

*  Looking  to  the  changed  scenario  and  available  delivery  channels, 
furnishing of RBO, CBO, and Contact Center have been carried out  in-house, 
at various locations, to ensure efficient customer services.

*  In  tune with your Bank`s policy to have its administrative  offices  in 
owned  premises,  your Bank has purchased land  at  Bangalore  (Karnataka), 
Hyderabad  (A.P),  Faizabad  (U.P),  Indore  (MP),  Udaipur,  Kota,  Jaipur 
(Rajasthan)  and  New Raipur (Chhatisgarh) for construction  of  commercial 
building.

*  During  the  year,  your Bank  surrendered  surplus/unutilised  area  of 
approximately  30,000 sqft of branches/ offices thereby saving  the  rental 
outgo.

*  Looking to the ever increasing rentals, need is being felt to use  every 
nook  and  corner of the available premises. Layouts  are  being  revisited 
while  renovation  and furnishing of branches / offices is  being  done  by 
introducing eco friendly and ergonomically designed sleek furniture items.

*  To have uniformity in systems and procedures pan-India, Premises  Policy 
Guidelines,   Constructions   Manual,  Refurbishment   Manual   have   been 
formulated.

Projects under Implementation:

*  Construction of commercial complex at Mylapore, Chennai is in the  final 
stage of completion to house Zonal Office, Branch and Currency Chest and is 
expected to be occupied by the end of June 2012.

* Construction of residential complex at Cenotaph Road, Chennai is  nearing 
completion,  to house the executives and VIP guests and is expected  to  be 
occupied by the end of June 2012.

*  Residential  complex at East of Kailash, New Delhi is  in  the  advanced 
stage of completion.

*  Construction  of  commercial cum residential  complex  at  (Tata  Nagar) 
Jamshedpur  is  also  nearing completion to house the RO, RBO,  TC  and  23 
flats.

Future Plans for Estate Management:

* Face lifting of Bank`s building at Parliament Street New Delhi.

*  Redevelopment  of  Ram Nagar Premises at  Coimbatore,  to  have  optimum 
utilization of available space for Branch / officers flats.

* Construction of own building for Disaster Recovery Site at Hyderabad.

* Construction of training centre at Bangalore and Zonal Office building at 
Jaipur.

*  Renovation  of  Bank of Baroda Institute of  Information  Technology  at 
Gandhinagar (Gujarat).

*  Redevelopment  of Bhandup Staff Quarters building,  Mumbai,  thereby  to 
construct about 138 residential flats for transferee Officers/ Executives.

*  Redevelopment  of  Jogeshwari Staff Quarters,  Mumbai,  to  construct  a 
building for residential and commercial use.

* Construction of residential cum commercial complex at Indore (MP).

*  Construction  of  BSVS  at  various centers  across  India  as  per  the 
directives from the Gov. of India.

Branch Network:

Given below is the information on your Bank`s brick and mortar distribution 
channels as on 31st March, 2012, which are observed to be closer to  common 
customers  as  compared  to the E-Banking  channels,  which  are  generally 
preferred by the tech savvy urban masses.

Area Classification	      Number of	     % Share in
(India)	                       Branches	          Total

Metro	                            871	          22.31
Urban	                            718	          18.39
Semi-urban	                   1045	          26.77
Rural	                           1270	          32.53

Total	                           3904	         100.00

Overseas	                     55	              -

Domestic Subsidiaries and Associates:

The  performance of "Subsidiaries, Joint Venture & Associates" of  Bank  of 
Baroda  was  satisfactory during FY12. The BOBCARDS Limited  turned  around 
during FY11 and has made profit during FY12. The Company has focused on all 
qualitative  aspects of business development, which has resulted in  better 
profitability, quality card base and ME base.

The   BOB  Capital  Markets  Ltd.  has  been  activated  by  appointing   a 
professional  CEO and recruiting a professional team. The focus is on  Debt 
Syndication, Private Equity Syndication and Capital Market activities.  The 
Company  commenced Institutional Broking business in October 2009 and  will 
be commencing retail broking shortly.

The  Baroda Pioneer Asset Management Company Ltd. is in its fourth year  of 
operation.  The  Company  focused on Systematic  Investment  Plans  (SIPs). 
During the year under review, the Company launched successful SIP campaigns 
in your Bank`s network and has raised significant SIPs.

IndiaFirst Life Insurance Company Ltd., a joint venture company,  commenced 
its  business  operations  on  16th  November  2009  and  has  received  an 
overwhelming  response  from  Your Bank`s  customers  across  the  country. 
IndiaFirst has outperformed the industry by having maximum y-o-y growth  of 
40%.  From  22nd entrant in FY10, the Company has become  the  10th  player 
among private players by 31st March, 2012. IndiaFirst has launched embedded 
products  like  BarodaFirst  and  Abhaya First, one  of  its  kind  in  the 
industry.

                                                                 (Rs. lakh)

Entity (with     Country      Owned     Total       Net   Offices     Staff
date of                       Funds    Assets    Profit	
registration)

BOB Capital 
Markets Ltd., 
11 Mar, 1996	 India	   12994.38  14141.87	 737.04	        1	 36

BOBCARDS Ltd., 
29 Sept, 1994	 India	   12623.72  14002.31	1280.07	       34	124

Baroda Pioneer 
Asset Mgmt Co. 
Ltd., 5 Nov,
1992	         India	   36688.15 396009.32	6118.34	      104	851

IndiaFirst Life 
Insurance Co. 
Ltd., 19 June, 
2008	         India	    3621.44   4096.21 -1,312.36	        1	 69

Nainital Bank 
Ltd., 31 July, 
1922	         India	   41580.81 253516.84 -7,257.78	       15      1457

Implementation of Official Language (OL) Policy:

During  the  period under review,your Bank made significant  progress  with 
regard to implementation of Official Language Policy and ensured compliance 
of  various  statutory  requirements  of  Official  Language   Act/Official 
Language  Rules.  Your  Bank could achieve all major  targets  set  by  the 
Government  of India under its Annual Implementation Program and  fulfilled 
the assurance given to the committee of Parliament on Official Language.

In recognition of your Bank`s outstanding performance, the Bank was awarded 
1st  prize in Linguistic Region `A`, IInd prize in Linguistic Region `B`  & 
`C`  under RBI Rajbhasha Shield Competition. Your Bank`s in-House  magazine 
BOBMAITRI  also  got  4th  prize  from  RBI.  The  Town  Official  Language 
Implementation  Committees  functioning  at Jaipur  and  Baroda  under  our 
convenorship   were  awarded  1st&  2nd  prizes  respectively   for   their 
outstanding performance by Dept. of O.L., Government of India. Your  Bank`s 
Zonal  Office,  Ahmedabad  &  Zonal  Office  Jaipur  got  1st&  2nd  Prizes 
respectively  from  Regional O.L. Implementation office  of  Government  of 
India.

Your  Bank`s in House Hindi Magazine `Akshayyam` was awarded by the  `ABCI` 
with  `Gold Prize` under Indian Language Publication category, `Apni  Baat` 
awarded  with  `Bronz  prize` under  special  column  (Language)  category, 
`Navnirman  News letter` awarded with `Bronz prize` under  new  publication 
category  and  your  Bank`s website got `Silver prize`  under  the  website 
category by ABCI.

The Town Official Language Implementation Committees functioning at  Jaipur 
&   Baroda   under  the  convernorship  of  your  Bank   discharged   their 
responsibilities excellently. During the year, three newly constituted Town 
Official  Language Implementation Committees started functioning at  Surat, 
Rajkot  &  Jodhpur under your Bank`s Convenorship and now the Bank  is  the 

Convener  of  a  total  of  five  Town  Official  Language   Implementation 
Committees.

Your  Bank recruited 28 new specialist Hindi Officers at  Regional  Offices 
for  effective Implementation of Official Language Policy of Government  of 
India.

The  Third  Sub-Committee of Parliament on Official Language  visited  your 
Bank`s Manali Branch and appreciated the efforts undertaken by the Bank  in 
the area of Official Language Implementation.

Your  Bank  introduced  bilingual software namely  `Script  Magic`  in  the 
finacle  system across all its branches (which are already on the CBS)  and 
started generating and printing of Passbooks/ Account Statements and  other 
reports  in  Hindi in Region `A` & `B`. The publication  of  e-bulletin  in 
Hindi  namely  `Baroda Hindi. Com` is promoting the use  of  Hindi  through 
technology.

Board of Directors:

Shri  Sudarshan  Sen was nominated as a Director w.e.f. 30.05.2011  by  the 
Central Government u/s 9 (3) (c) of the Banking Companies (Acquisition  and 
Transfer of Undertakings) Act, 1970 to hold the post until further orders.

Shri Vinil Kumar Saxena was appointed as a Workmen Employee Director w.e.f. 
25.07.2011 by the Central Government u/s 9 (3) (e) of the Banking Companies 
(Acquisition and Transfer of Undertakings) Act, 1970 for a period of  three 
years  or till he ceases to be workmen employee of Bank of Baroda or  until 
further orders, whichever is earlier.

Shri Maulin Arvind Vaishnav was re-elected as a Director by shareholders of 
the  Bank  other than the Central Government u/s 9 (3) (i) of  the  Banking 
Companies (Acquisition and Transfer of Undertakings) Act, 1970 at the Extra 
Ordinary  General  Meeting held on 23.12.2011 for a period of  three  years 
from 24.12.2011 to 23.12.2014.

Shri  Surendra Singh Bhandari was elected as a Director by shareholders  of 
the  Bank other than the Central Government u/s 9 ((3) (i) of  the  Banking 
Companies (Acquisition and Transfer of Undertakings) Act, 1970 at the Extra 
Ordinary  General  Meeting held on 23.12.2011 for a period of  three  years 
from 24.12.2011 to 23.12.2014.

Shri  Rajib Sekhar Sahoo was elected as a Director by shareholders  of  the 
Bank  other  than  the Central Government u/s 9 ((3)  (i)  of  the  Banking 
Companies (Acquisition and Transfer of Undertakings) Act, 1970 at the Extra 
Ordinary  General  Meeting held on 23.12.2011 for a period of  three  years 
from 24.12.2011 to 23.12.2014.

Shri  R. Gandhi, who was nominated as a Director w.e.f. 30.07.2010  by  the 
Central Government u/s 9 (3) (c) of the Banking Companies (Acquisition  and 
Transfer of Undertakings) Act, 1970, to hold the post until further orders, 
ceased to be a Director w.e.f. 30.05.2011 upon nomination of Shri Sudarshan 
Sen in his place.

Dr. Dharmendra Bhandari, elected as a Director by shareholders of the  Bank 
other  than the Central Government u/s 9 ((3) (i) of the Banking  Companies 
(Acquisition and Transfer of Undertakings) Act, 1970 for a period of  three 
years  from  24.12.2008  to  23.12.2011, ceased  to  be  a  Director  w.e.f 
24.12.2011 on completion of his tenure.

Dr.  Deepak  B. Phatak elected as a Director by shareholders  of  the  Bank 
other  than the Central Government u/s 9 ((3) (i) of the Banking  Companies 
(Acquisition and Transfer of Undertakings) Act, 1970 for a period of  three 
years  from  24.12.2008  to  23.12.2011,  ceased  to  be  Director   w.e.f. 
24.12.2011 on completion of his tenure.

Directors` Responsibility Statement:

The  Directors confirm that in the preparation of the annual  accounts  for 
the year ended March 31, 2012:-

* The applicable accounting standards have been followed along with  proper 
explanation relating to material departures, if any;

*  The accounting policies framed in accordance with the guidelines of  the 
RBI, were consistently applied.

*  Reasonable  and prudent judgment and estimates were made so as  to  give 
true  and  fair  view of the state of affairs of your Bank at  the  end  of 
financial  year and of the profit of your Bank for the year ended on  March 
31, 2012;

*  Proper  and sufficient care was taken for the  maintenance  of  adequate 
accounting records in accordance with the provisions of the applicable laws 
governing Banks in India; and

* The accounts have been prepared on a going concern basis.

Acknowledgment:

The  Directors  express their sincere thanks to the  Government  of  India, 
Reserve  Bank  of  India, Securities and Exchange  Board  of  India,  other 
regulatory   authorities,   various  financial  institutions,   banks   and 
correspondents in India and abroad for their valuable guidance and support.

The Directors acknowledge with appreciation the assistance and  cooperation 
extended by all stakeholders of your Bank like customers, shareholders  and 
well wishers in India and abroad.

The  Directors  place  on record deep appreciation for the  hard  work  and 
dedication  of the members of your Bank`s staff at different levels,  which 
enabled your Bank to record high quality, consistent growth year after year 
despite  economic  challenges and consolidate its position as  one  of  the 
premier banks in the country.

                              For and on behalf of the Board of Directors,

                              M. D. Mallya
                              Chairman and Managing Director

Place: Mumbai
Date : 08th May 2012
 
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