Dear Members,
 
 The Board of Directors have pleasure in presenting the Eightieth Annual
 Report of the Bank together with the Audited Statements of Accounts for
 the year ended 31 -Mar-2011, Auditors'' Report thereon and other
 documents and statements as are required.
 
 Financial and Business Performance
 
 For the year ended 31-Mar-2011, the Bank posted a net profit of Rs. 319
 Crore compared to Rs. 242 Crore for 2009-10. The pre-tax profit
 improved to Rs. 484 Crore compared to Rs. 372 Crore during the previous
 year. The Net Interest Income for the year 2010-11 increased to Rs.
 1,007 Crore registering an increase of 21%.
 
 The aggregate business of the Bank reached Rs. 53,796 Crore as at
 31-Mar-2011 compared to Rs. 44,372 Crore as at 31-Mar-2010. The Total
 Deposits of the Bank increased to Rs. 30,194 Crore registering a growth
 of 17%. The Net Advances increased to Rs. 23,602 Crore for year ended
 31 March 2011 from Rs. 18,507 Crore at the end of the previous year
 recording a growth of 28%.
 
 The Bank has exceeded the regulatory target of 40% of Adjusted Net Bank
 Credit for Priority Sector Lending, having achieved a level of 43.5%
 (previous year 41.8%). Export advances increased to Rs.1,241.55 Crore
 from Rs.1,062.92 Crore at the end of the previous year.  The export
 credit as a percentage of adjusted net bank credit stood at 5.26%. As
 of 31-Mar-2011, the outstanding credit to Scheduled Caste /Scheduled
 Tribe borrowers stood at Rs.30.06 Crore and the percentage of recovery
 to demand as on 31-Mar-2011 was 63.04% (previous year 26.31 %) of the
 amounts fallen due. The Net NPA Ratio as of 31-Mar-2011 is 0.39% as
 against 1.20% as of 31-Mar-2010.
 
 Paid up-capital and Capital Adequacy Ratio
 
 The paid-up capital of the Bank stood at Rs. 120.99 Crore as at
 31-Mar-2011 as compared to Rs. 119.97 Crore as at 31-Mar-2010.
 
 The Bank has adopted the New Capital Adequacy Framework (Basel II) from
 31 March 2009. Under this framework, the Capital Adequacy Ratio (CAR)
 stood at 12.94% as at 31-Mar-2011 as against the Reserve Bank of
 India''s (RBI) stipulated minimum of 9%. Of this, Tier I Capital was
 9.36% and Tier II Capital 3.58% as compared to 10.11% and 4.80%
 respectively as at 31-Mar-2010.
 
 The detailed discussion on financials and business performance is
 presented in the Management Discussion and Analysis Report, forming
 part of this Annual Report.
 
 Appropriation of Profits and Dividend
 
 In compliance with the requirement under the Banking Regulation Act,
 1949 and the guidelines issued thereunder by the RBI, the Directors
 propose to transfer Rs.79.66 Crore (previous year Rs. 60.55 Crore) to
 Statutory Reserve and Rs.7.56 Crore (previous year Rs. 7.02 Crore) to
 Capital Reserve for the year ended 31 March 2011. Further, Directors
 also propose to transfer an amount of Rs. 11.00 Crore from Investment
 Reserve for the year ended 31 March 2011 as against transfer of Rs.
 0.87 Crore to Investment Reserve during the previous year.
 
 Taking into account the regulatory restrictions, the Board of Directors
 recommend the payment of dividend at 30% on the face value of fully
 paid-up shares increasing from 25% of the previous year. The outflow on
 account of the proposed dividend, including the dividend tax, would be
 Rs. 42.19 Crore.
 
 The dividend recommended, on approval would be paid to all those
 shareholders whose names appear as Beneficial Owners as at the end of
 12-Aug-2011 as per the list to be furnished by Depositories (viz., NSDL
 and CDSL) in respect of the shares held in electronic form and those
 shareholders whose names appear in the Register of Members of the Bank
 as members after giving effect to all valid transfers of shares in
 physical form which will be lodged with the Bank on or before
 12-Aug-2011.
 
 Consolidated Financial Statements
 
 As required under AS 21 issued by the Institute of Chartered
 Accountants of India (ICAI), the Bank''s consolidated financial
 statements are included in this Annual Report incorporating the
 accounts of its wholly owned subsidiary company viz., ING Vysya
 Financial Services Limited in line with the basis of consolidation as
 explained in the Notes to the said consolidated statements.
 
 Employee Stock Option Scheme
 
 During the financial year 2010-11, eligible employees were granted
 2,08,500 options under ESOS 2007 reaching a cumulative grant of
 77,57,476 options.
 
 The shareholders of the Bank approved the Employee Stock Option Scheme
 2010 on 01-Ju 1-2010 with 1,15,00,000 stock options. Under this Scheme,
 during the financial year 2010-11, eligible employees were granted
 36,77,500 options.
 
 The eligible employees were vested with 23,17,403 options under ESOS
 2007 and 4,625 options under ESOS 2005.
 
 The requisite particulars to be disclosed under the SEBI (Employee
 Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines,
 1999, in respect of the options granted etc., under the existing and
 new schemes are furnished in Annexure-I to this report.
 
 Capital Raising
 
 The Bank obtained Shareholders'' consent through a Special Resolution
 vide postal ballot on 08-Jun-2011 for raising Tier I equity capital by
 issuing up to 28,571,428 equity shares of Rs.10/- each, of which, up to
 15,314,079 equity shares would be for Qualified Institution Placement
 (QIP) and up to 13,257,349 equity shares for Preferential Issue to the
 ING Group, Foreign Promoters subject to the necessary statutory
 approvals.
 
 In terms of the shareholders'' and other regulatory approvals, your Bank
 completed during June, 2011 infusion of equity capital of Rs. 969.49
 Crore comprising private placement of 15,000,014 equity shares to
 Qualified Institutional Buyers (QIBs) at Rs. 342.09 per share and
 Preferential Allotment of 10,306,908 equity shares to ING Mauritius
 Holdings and 29,50,441 equity shares to ING Mauritius Investments I,
 wholly owned subsidiaries of ING Group at Rs. 344.23 per share.
 
 Statutory Disclosures
 
 The particulars of employees required under Section 217(2A) of the
 Companies Act, 1956 and the rules made thereunder, are given in the
 annexure appended hereto (Annexure- II) forming part of this report. In
 terms of Section 219(1)(b)(iv) of the Act, the Report and Accounts are
 being sent to the shareholders excluding the aforesaid annexure. Any
 shareholder interested in obtaining a copy of the said annexure may
 write to Corporate Secretary at the Registered Office of the Bank.
 
 The provisions of Section 217(1)(e) of the Companies Act, 1956
 regarding conservation of energy and technology absorption are not
 applicable to the Bank. The Bank has, however, used information
 technology extensively in its operations.
 
 The Bank confirms that the proper systems have been in place to ensure
 compliance of all laws applicable to the Bank.
 
 Subsidiaries
 
 The main object of ING Vysya Financial Services Limited (IVFSL), a
 wholly owned subsidiary of the Bank, is to carry on business of non-
 fund / fee based activities of marketing and distribution of various
 financial products / services of IVBL apart from recovery of the old
 lease rentals due to the company.
 
 Subsequent to transfer of the Wealth Management Services of IVFSL to
 the Bank, in Apr, 2007, IVFSL continues to provide the services to the
 Bank, as may be required from time to time on a non-exclusive contract
 basis.
 
 Currently, the recovery of past lease rentals is the only major income
 for IVFSL besides receipt of reimbursement charges on outsourcing of
 manpower to the Bank. IVFSL has been offering low cost hiring platform
 for the resourcing needs of the Bank.
 
 IVFSL has earned a net profit of Rs. 0.28 Crore for the year 2010-11,
 as against Rs. 0.81 Crore during the previous year.
 
 As required under Section 212 of the Companies Act, 1956, the Balance
 Sheet, Directors'' Report and other documents pertaining to IVFSL, along
 with a statement of interest of the Bank in the subsidiary, are
 attached to the financial statements of the Bank.
 
 The affairs of the subsidiary company for the year 2010-11 have been
 reviewed.
 
 Directors
 
 Mr. Ryan Padgett, who has since completed eight continuous years as a
 Director of the Bank on 10-Dec-2010, relinquished from the office of
 Director effective 10-Dec-2010. The Board placed on record its
 appreciation for the valuable contributions rendered by him during his
 tenure as Director on the Board.
 
 Mr. Vikram Talwar and Mr. Mark Edwin Newman were appointed as
 Additional Directors by the Board effective 20-Dec-2010 and 20-Apr-2011
 respectively, to hold office till the 80th AGM. Notices as required
 under Section 257 of the Companies Act, 1956 have been received by the
 Bank in respect of both the directors for their appointment as
 Directors of the Bank. Proposals to appoint them as Directors, liable
 to retire by rotation, are being placed before the shareholders at the
 ensuing AGM.
 
 Part-time Chairman
 
 In terms of RBI Letter DBOD No. 20390/08.57.001/2008-09 dated
 28-May-2009, Mr. K R Ramamoorthy has relinquished his office as the
 Part-time Chairman of the Bank effective 07-Jul-2010. Further, in terms
 of RBI Circular vide DBOD No. BC.24/06.139.001/2002-03 dated
 09-Sept-2002, he has also relinquished his position as Independent and
 Non-executive Director effective 07-Jul-2010. The Board placed on
 record its appreciation for the invaluable guidance provided, services
 rendered by Mr. Ramamoorthy during almost 14 years of his association
 with the Bank.
 
 In terms of approval of Reserve Bank of India vide its letter
 DBOD.APPTS. 2137 /08.57.001/2010-11 dated 04-Aug-2010, Mr. Arun
 Thiagarajan has been appointed as the Part-time Chairman of the Bank
 for a period three years effective 09-Aug-2010 on the terms and
 conditions specified therein. A resolution for payment of remuneration
 to Mr. Arun Thiagarajan is being included in the Notice convening the
 80th Annual General Meeting for approval of the shareholders.
 
 Retirement of Directors by rotation
 
 Mr. Philippe Damasand Mr. Meleveetil Damodaran are retiring by rotation
 at the forthcoming AGM and are eligible for re-appointment.  Mr.
 Meleveetil Damodaran has offered himself for re-appointment. A brief
 resume of Mr. Damodaran is furnished in the Annexure to the Notice
 convening the ensuing Annual General Meeting.
 
 Mr. Philippe Damas has expressed his desire not to seek re-appointment
 as a Director. A resolution is proposed to the members in the Notice of
 the current AGM to this effect and also not to fill up the vacancy
 caused by the retirement of Mr. Philippe Damas at the meeting or any
 adjournment thereof.
 
 Registrars and Share Transfer (R&T) Agents
 
 Karvy Computershare Private Limited, Hyderabad continues to be the R&T
 Agents for the shares of the Bank.
 
 Auditors
 
 The Statutory Auditors viz. M/s. S R Batliboi & Co., Chartered
 Accountants, who were first appointed as auditors of the Bank at the
 76th Annual General Meeting (AGM) held on 28-Jun-2007 and re-appointed
 at the successive AGMs thereafter would be retiring at the conclusion
 of the forthcoming AGM. They have been the Statutory Auditors for four
 consecutive years, which is the maximum term for Statutory Auditors of
 banking companies as per the directives issued by the Reserve Bank of
 India.
 
 As approved by Reserve Bank of India vide its letter No. DBS.ARS.No.
 16054/08:27:005/2010-11 dated 18-May-2011, it is proposed to appoint
 M/s. B S R & Co., Chartered Accountants as Statutory Auditors of the
 Bank for the financial year 2011-12. Shareholders are requested to
 approve the appointment of said firm as Statutory Auditors and
 authorize the Board of Directors to determine the remuneration payable
 to the said auditors and also to appoint Branch auditors and finalize
 their remuneration.
 
 Other Reports
 
 As required under Clause 49 of the Listing Agreement entered into with
 the Stock Exchanges, a detailed report on Corporate Governance is
 included in this Annual Report.
 
 Directors'' Responsibility Statement
 
 As required by Section 217(2AA) of the Companies Act, 1956, the
 Directors confirm:
 
 (i) that in the preparation of the annual accounts, the applicable
 accounting standards had been followed along with proper explanation
 relating to material departures;
 
 (ii) that they had selected such accounting policies and applied them
 consistently and madejudgements and estimates that were reasonable and
 prudent so as to give a true and fair view of the state of affairs of
 the Bank at the end of the financial year and of the profit of the Bank
 for the year under review;
 
 (iii) that they had taken proper and sufficient care for the
 maintenance of adequate accounting records in accordance with the
 provisions of the Companies Act, 1956 for safeguarding the assets of
 the Bank and for preventing and detecting fraud and other
 irregularities;
 
 (iv) that they had prepared the accounts for the financial year ended
 31-Mar-2011 on a going concern basis.
 
 Acknowledgements
 
 The Board of Directors place on record their gratitude for the guidance
 and cooperation received from the Reserve Bank of India and other
 regulatory bodies. The Directors also place on record their
 appreciation of the encouragement and patronage received from valued
 customers and other stakeholders like financial institutions,
 bondholders etc., and look forward to their continued support. The
 Directors also take this opportunity to express their appreciation for
 the good work and efforts put in by the employees of the Bank.
 
 Finally, the Directors acknowledge the Members for their encouragement,
 trust and support.
 
                                        For and on behalf of the Board
 
 Place : Bangalore                                    Arun Thiagarajan
 
 Date : 18-Jul-2011                                           Chairman