Bank of baroda

We are involved in a number of income tax, interest tax and certain other tax cases, which if determined
against us could have a material adverse impact on us.
There were 14 disputes relating to income tax and interest tax assessments in which the aggregate amount (excluding
interest thereon) claimed against us was Rs. 33,196 million as of November 30, 2005. In cases where the Bank has
filed an appeal, the Bank has paid the entire amount claimed by the Income Tax Department under protest. In addition,
there are five cases involving an amount of Rs. 236.99 million relating to property tax, delayed submission of income
tax by our branches and other tax disputes at our Uganda and Brussels branches. We may incur liability if orders
against us are passed in the said cases. For details please refer to the section titled “Outstanding Litigation and
Material Developments - Tax Cases” on page 308 of this Red Herring Prospectus.
The Government will continue to hold a majority interest in our Bank following the Issue and will therefore be
able to significantly affect the outcome of shareholder voting.
Under section 9 of the Bank Acquisition Act, the Government has the power to appoint directors on our Board. After the
completion of the Issue, the Government will own at least 53.81% of our outstanding Equity Shares and will be able to
appoint nine directors out of a total 15 directors. Consequently, the Government will continue to have a controlling
interest in our Bank and will also be able to determine a majority of our Board of Directors. Further, the Bank Acquisition
Act limits the voting power of our shareholders by requiring that none of our shareholders, other than the Government,
shall be entitled to exercise voting rights in respect of shares held by them in excess of 1% of the total voting rights of
all of our shareholders. Therefore, the outcome of most proposals for corporate action requiring the approval of our
Board of Directors or shareholders will be largely controlled by the Government.