United States Securities and Exchange Commission Washington, D.C. 20549 FORM 6-K Report of Foreign Issuer Pursuant to Rule 13a-16 or 15d-16 under the Securities Exchange Act of 1934 For the month of January 2002 ICICI Limited (Translation of registrant's name into English) ICICI Towers Bandra-Kurla Complex Mumbai, India 400 051 (Address of principal executive office) Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F. Form 20-F X Form 40-F --- --- Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g 3-2(b) under the Securities Exchange Act of 1934. Yes No. X --- --- If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g 3-2(b). Not applicable. INDEX TO EXHIBITS Item - ---- 1. Press announcement by ICICI Limited. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Dated: January 21, 2002 ICICI Ltd. By: /s/ Jyotin Mehta ------------------------------- Name: Jyotin Mehta Title: General Manager & Company Secretary Item 1 ICICI Limited ICICI's Board to Consider Interim Dividend ICICI Limited (NYSE: IC) has already intimated the stock exchanges that the Board of Directors of ICICI, at its forthcoming Meeting to be held on January 24, 2002, at Mumbai, will consider the audited financial results for the nine months ended December 31, 2001. It has now been decided that the Board of Directors of ICICI will also consider payment of interim dividend to equity shareholders. For further press queries, contact: Madhvendra Das at 91-22-653 6124 or email at das@icici.com January 19, 2002 END