FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Report of Foreign Issuer
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934
For the month of August, 2018
Commission File Number: 001-15002
ICICI Bank
Limited
(Translation of registrant’s name into English)
ICICI Bank 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 Form 20-F or Form 40-F.
Indicate by check mark if the registrant
is submitting the Form 6-K
in paper as permitted by Regulation S-T Rule 101(b)(1):
Indicate by check mark if the registrant
is submitting the Form 6-K
in paper as permitted by Regulation S-T Rule 101(b)(7):
Indicate by check mark whether by furnishing
the information
contained in this Form, the Registrant is also thereby furnishing the
information to the Commission pursuant to Rule 12g3-2(b)
under the Securities Exchange Act of 1934:
If “Yes” is marked, indicate
below the file number assigned to the registrant in
connection with Rule 12g 3-2(b):
Not Applicable
Table of Contents
Item
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1.
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Notice of Annual General
Meeting
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2.
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Legend attached to the
Notice sent to ADS holder
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Item 1
annual report 2017-2018
Notice
NOTICE is
hereby given that the Twenty-Fourth Annual General Meeting of the Members of ICICI Bank Limited (the Bank/Company) will be held
on Wednesday, September 12, 2018 at 11.30 a.m. at Sir Sayajirao Nagargruh, Vadodara Mahanagar Seva Sadan, Near GEB Colony, Old
Padra Road, Akota, Vadodara 390 020 to transact the following business:
ORDINARY
BUSINESS
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1.
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To receive, consider and adopt the standalone and consolidated
financial statements for the financial year ended March 31, 2018 together with the Reports of the Directors and the Auditors thereon.
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2.
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To confirm the interim dividend on preference shares
and declare the interim dividend as final dividend.
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3.
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To declare dividend on equity shares.
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4.
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To appoint a director in place of Mr. Vijay Chandok (DIN:
01545262), who retires by rotation and, being eligible, offers himself for re-appointment.
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5.
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To consider and, if thought fit, to pass, the following
Resolution as an Ordinary Resolution:
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RESOLVED
THAT
pursuant to the provisions of Sections 139-142 and other applicable provisions, if any, of the Companies Act, 2013 read
with the underlying rules viz. Companies (Audit and Auditors) Rules, 2014 as may be applicable and the provisions of the Banking
Regulation Act, 1949 and pursuant to the approval granted by Reserve Bank of India, M/s Walker Chandiok & Co LLP, Chartered
Accountants (Registration No. 001076N/N500013) be appointed as statutory auditors of the Company, in place of retiring auditors
B S R & Co. LLP, Chartered Accountants to hold office from the conclusion of this Meeting until the conclusion of the Twenty
Fifth Annual General Meeting (AGM) of the Company, on a remuneration inclusive of such tax(es) (as may be applicable) and reimbursement
of all out-of-pocket expenses in connection with the audit of the accounts of the Company (including terms of payment) to be fixed
by the Board of Directors of the Company, based on the recommendation of the Audit Committee in connection with the audit of the
accounts of the Company for the year ending March 31, 2019.
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6.
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To consider and, if thought fit, to pass, the following
Resolution as an Ordinary Resolution:
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RESOLVED
THAT
pursuant to the provisions of Section 143(8) and other applicable provisions, if any, of the Companies Act, 2013, read
with the underlying rules viz. Companies (Audit and Auditors) Rules, 2014 as may be applicable, the Banking Regulation Act, 1949
(including any statutory modification(s) or re-enactment(s) thereof) and subject to such regulatory approvals and consents as
may be required, the Board of Directors of the Company be and is hereby authorised to appoint branch auditors, as and when required,
in consultation with the statutory auditors, to audit the accounts in respect of the Company’s branches/offices in or outside
India and to fix their terms and conditions of appointment and remuneration, based on the recommendation of the Audit Committee,
plus such other tax(es), as may be applicable, and reimbursement of all out-of-pocket expenses in connection with the audit of
the accounts of the branches/offices in or outside India for the year ending March 31, 2019.
SPECIAL
BUSINESS
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7.
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To consider and, if thought fit, to pass, the following
Resolution as an Ordinary Resolution:
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RESOLVED
THAT
pursuant to the provisions of Section 149, 150, 152, 160 and all other applicable provisions of the Companies Act, 2013
(the ‘Act’) read with the Companies (Appointment and Qualification of Directors) Rules, 2014, other applicable rules,
if any and other applicable provisions of the Banking Regulation Act, 1949 (including any statutory modification(s) or re-enactment(s)
thereof for the time being in force) and the rules, circulars and guidelines issued by the Reserve Bank of India and SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 and basis the recommendation of Board Governance, Remuneration &
Nomination Committee and approval of
the
Board of Directors of the Bank, Ms. Neelam Dhawan (DIN: 00871445), who was appointed as an Additional Independent Director of
the Bank, with effect from January 12, 2018 pursuant to the provisions of Section 161 of the Act to hold office up to the date
of this Annual General Meeting and in respect of whom the Bank has received a notice in writing from a member proposing her candidature
for the office of Independent Director, be and is hereby appointed as an Independent Director of the Bank, not liable to retire
by rotation, for a period of five years with effect from January 12, 2018 to January 11, 2023.
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8.
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To consider and, if thought fit, to pass, the following
Resolution as an Ordinary Resolution:
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RESOLVED
THAT
pursuant to the provisions of Section 149, 150, 152, 160 and all other applicable provisions of the Companies Act, 2013
(the ‘Act’) read with the Companies (Appointment and Qualification of Directors) Rules, 2014, other applicable rules,
if any and other applicable provisions of the Banking Regulation Act, 1949 (including any statutory modification(s) or re-enactment(s)
thereof for the time being in force) and the rules, circulars and guidelines issued by the Reserve Bank of India and SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 and basis the recommendation of Board Governance, Remuneration &
Nomination Committee and approval of the Board of Directors of the Bank, Mr. Uday Chitale (DIN: 00043268), who was appointed as
an Additional Independent Director of the Bank, with effect from January 17, 2018 pursuant to the provisions of Section 161 of
the Act to hold office up to the date of this Annual General Meeting and in respect of whom the Bank has received a notice in
writing from a member proposing his candidature for the office of Director, be and is hereby appointed as an Independent Director
of the Bank, not liable to retire by rotation, for a period of five years with effect from January 17, 2018 to January 16, 2023.
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9.
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To consider and, if thought fit, to pass, the following
Resolution as an Ordinary Resolution:
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RESOLVED
THAT
pursuant to the provisions of Section 149,150, 152, 160 and all other applicable provisions of the Companies Act, 2013
(the ‘Act’) read with the Companies (Appointment and Qualification of Directors) Rules, 2014, other applicable rules,
if any and other applicable provisions of the Banking Regulation Act, 1949 (including any statutory modification(s) or re-enactment(s)
thereof for the time being in force) and the rules, circulars and guidelines issued by the Reserve Bank of India and SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 and basis the recommendation of Board Governance, Remuneration &
Nomination Committee and approval of the Board of Directors of the Bank, Mr. Radhakrishnan Nair (DIN: 07225354), who was appointed
as an Additional Independent Director of the Bank, with effect from May 2, 2018 pursuant to the provisions of Section 161 and
other applicable provisions of the Act to hold office up to the date of this Annual General Meeting and in respect of whom the
Bank has received a notice in writing from a member proposing his candidature for the office of Director, be and is hereby appointed
as an Independent Director of the Bank, not liable to retire by rotation, for a period of five years with effect from May 2, 2018
to May 1, 2023.
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10.
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To consider and, if thought fit, to pass, the following
Resolution as an Ordinary Resolution:
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RESOLVED
THAT
pursuant to the provisions of Section 149, 150, 152, 160 and all other applicable provisions of the Companies Act, 2013
(the ‘Act’) read with the Companies (Appointment and Qualification of Directors) Rules, 2014, other applicable rules,
if any and other applicable provisions of the Banking Regulation Act, 1949 (including any statutory modification (s) or re-enactment(s)
thereof for the time being in force) and the rules, circulars and guidelines issued by the Reserve Bank of India and SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 and basis the recommendation of Board Governance, Remuneration &
Nomination Committee and approval of the Board of Directors of the Bank, Mr. M. D. Mallya (DIN: 01804955), who was appointed as
an Additional Independent Director of the Bank, with effect from May 29, 2018 pursuant to the provisions of Section 161 of the
Act to hold office up to the date of this Annual General Meeting and in respect of whom the Bank has received a notice in writing
from a member proposing his candidature for the office of Director, be and is hereby appointed as an Independent Director of the
Bank, not liable to retire by rotation, for a period of five years with effect from May 29, 2018 to May 28, 2023.
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11.
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To consider and, if thought fit, to pass, the following
Resolution as an Ordinary Resolution:
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RESOLVED
THAT
pursuant to the provisions of Section 149, 150, 152, 160 and all other applicable provisions of the Companies Act, 2013
(the ‘Act’) read with the Companies (Appointment and Qualification of Directors) Rules, 2014, other applicable rules,
if any and other applicable provisions of the Banking Regulation Act, 1949 (including any statutory modification (s) or re-enactment(s)
thereof for the time being in force) and the rules, circulars and guidelines issued by the Reserve Bank of India and SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 and basis the recommendation of Board Governance, Remuneration &
Nomination Committee and approval of the Board of Directors of the Bank, Mr. Girish Chandra Chaturvedi (DIN: 00110996), who was
appointed as an Additional Independent Director of the Bank, with effect from July 1, 2018 pursuant to the provisions of Section
161 of the Act to hold office up to the date of this Annual General Meeting and in respect of whom the Bank has received a notice
in writing from a member proposing his candidature for the office of Director, be and is hereby appointed as an Independent Director
of the Bank, not liable to retire by rotation, for a period of three years with effect from July 1, 2018 to June 30, 2021.
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12.
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To consider and, if thought fit, to pass, the following
Resolution as an Ordinary Resolution:
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RESOLVED
THAT
pursuant to the provisions of the Companies Act, 2013 (“the Act”) and the rules made thereunder, the Banking
Regulation Act, 1949 (including any modification(s) or re-enactment(s) thereof), and the approval granted by Reserve Bank of India
(RBI) dated July 17, 2018, the appointment of Mr. Girish Chandra Chaturvedi as an Independent Non-Executive (part-time) Chairman
of the Bank effective July 17, 2018 till June 30, 2021 on the following terms and conditions be and is hereby approved:
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(i)
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a remuneration of Rs. 3,500,000 per annum for the
first year till June 30, 2019 and subject to approval of RBI Rs. 4,000,000 per annum for second year till June 30, 2020 and Rs.
4,500,000 per annum for third year till June 30, 2021 or such other amounts per annum as may be approved by RBI.
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(ii)
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Mr. Chaturvedi also be entitled to payment of sitting
fees, maintenance of a Chairman’s office at the Bank’s expense, free use of Bank’s car for official purposes,
bearing of expenses by the Bank for travel on official visits and participation in various forums (both in India and abroad) as
Chairman of the Bank and bearing of travel/ halting/other expenses & allowances by the Bank for attending to his duties as
Chairman of the Bank.
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RESOLVED
FURTHER THAT
the Board (also deemed to include any Committee of the Board) be and is hereby authorised to do all such acts,
deeds, matters and things including the power to settle all questions or difficulties that may arise with regard to the said appointment
as it may deem fit and to execute any agreements, documents, instructions, etc. as may be necessary or desirable in connection
with or incidental to give effect to the aforesaid resolution.
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13.
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To consider and, if thought fit, to pass, the following
Resolution as an Ordinary Resolution:
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RESOLVED
THAT
Mr. Sandeep Bakhshi, (DIN: 00109206) in respect of whom the Bank has received notice in writing under Section 160 of
the Companies Act, 2013 from a Member proposing his candidature for the office of Director, be and is hereby appointed as a Director
of the Bank liable to retire by rotation.
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14.
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To consider and, if thought fit, to pass, the following
Resolution as an Ordinary Resolution:
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RESOLVED
THAT
pursuant to the applicable provisions of the Companies Act, 2013 (“the Act”) and the rules made thereunder,
the Banking Regulation Act, 1949 (including any statutory modification(s) or re-enactment(s) thereof) and subject to the approval
granted by Reserve Bank of India (RBI), the appointment of Mr. Sandeep Bakhshi, (DIN: 00109206) as a wholetime Director and Chief
Operating Officer (Designate) of the Bank for a period of five years effective the date of approval by RBI on the following terms
and conditions or such other amounts/terms and conditions not exceeding the amounts below as may be approved by RBI, be and is
hereby approved:
Salary:
Rs.
2,381,000 per month.
Supplementary
Allowance (comprising cash allowances in the nature of leave travel allowance, house rent allowance and medical reimbursement):
Rs.
1,632,500 per month.
Perquisites:
Perquisites
(evaluated as per Income-tax Rules, wherever applicable, and at actual cost to the Bank in other cases) such as the benefit of
the Bank’s furnished accommodation, gas, electricity, water and furnishings, club fees, personal insurance, use of car and
telephone at residence or reimbursement of expenses in lieu thereof, payment of income-tax on perquisites by the Bank to the extent
permissible under the Income-tax Act, 1961 and rules framed thereunder, medical reimbursement, leave and leave travel concession,
education benefits, provident fund, superannuation fund, gratuity and other retirement benefits, in accordance with the scheme(s)
and rule(s) applicable from time to time to retired wholetime Directors of the Bank or the Members of the staff. In line with
the staff loan policy applicable to specified grades of employees who fulfill prescribed eligibility criteria to avail loans for
purchase of residential property, the wholetime Directors are also eligible for housing loans subject to approval of RBI.
Bonus:
An
amount up to the maximum limit permitted under RBI guidelines or any modifications thereof, as may be determined by the Board
or any Committee thereof, based on achievement of such performance parameters as may be laid down by the Board or any Committee
thereof, subject to such other approvals as may be necessary.
Stock
options
Stock
options as may be granted by the Board Governance Remuneration & Nomination Committee from time to time subject to the approval
of RBI.
RESOLVED
FURTHER THAT
the Board or any Committee thereof be and is hereby authorised to decide the
remuneration (perquisites and bonus) payable to Mr. Bakhshi and to determine his designation during his tenure within the terms
mentioned above or such amounts/terms and conditions as may be approved by RBI.
RESOLVED
FURTHER THAT
in the event of absence or inadequacy of net profits in any financial year,
the remuneration payable to Mr. Bakhshi shall be governed by Section II of Part II of Schedule V of the Act and rules made thereunder,
as amended from time to time.
RESOLVED
FURTHER THAT
the Board (also deemed to include any Committee of the Board) be and is hereby
authorised to do all such acts, deeds, matters and things including the power to settle all questions or difficulties that may
arise with regard to the said appointment as it may deem fit and to execute any agreements, documents, instructions, etc. as may
be necessary or desirable in connection with or incidental to give effect to the aforesaid resolution.
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15.
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To consider and, if thought fit, to pass, the following
Resolution as a Special Resolution:
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RESOLVED
THAT
pursuant to the provisions of Section 61 and other applicable provisions of the Companies Act, 2013, approval of the
Members be and is hereby accorded to the re-classification of the authorised share capital of the Bank from Rs. 25,000,000,000
(Rupees Two thousand five hundred crores only) divided into 10,000,000,000 equity shares of Rs. 2 each, 15,000,000 shares of Rs.
100 each and 350 shares of Rs. 10,000,000 each to Rs. 25,000,000,000 comprising 12,500,000,000 equity shares of Rs. 2 each.
RESOLVED
FURTHER THAT
subject to the provisions of Section 13, 61 and other applicable
provisions of the Companies Act, 2013 and subject to the approval of Reserve Bank of India and approval(s) from other
concerned Statutory Authority(ies) as may
be applicable, Clause V of the Memorandum of Association of the Bank relating to Capital be substituted by the following Clause:
Clause
V would be substituted as follows:
The
authorised capital of the Company shall be Rs. 25,000,000,000 comprising 12,500,000,000 equity shares of Rs. 2 each with
power to increase or reclassify or alter the capital of the Company and to divide/consolidate the shares in the capital for
the time being into several classes and face values and to attach thereto respectively such preferential,
cumulative, convertible, guarantee, qualified or other special rights, privileges, conditions or restrictions, as may be
determined by or in accordance with the Articles of Association of the Company for the time being and to vary, modify or
abrogate any such right, privilege or condition or restriction in such manner as may for the time being be permitted by the
Articles of Association of the Company and the legislative provisions for the time being in force.
RESOLVED
FURTHER THAT
the Board of Directors of the Bank (which expression shall also include a Committee thereof) be authorised
to take such steps as may be necessary including the delegation of all or any of its powers herein conferred to any
Director(s), the Company Secretary, the Joint Company Secretary or any other officer(s) of the Bank for obtaining approvals,
statutory, contractual or otherwise, in relation to the above and to do all acts, deeds, matters and things that may be
necessary, proper, expedient or incidental for the purpose of giving effect to this resolution.
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16.
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To consider and, if thought fit, to pass, the following
Resolution as a Special Resolution:
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RESOLVED
THAT
subject to the provisions of Section 14 and other applicable provisions of the Companies Act, 2013 and subject to such
other approval(s) from the concerned Statutory Authority(ies),including the Reserve Bank of India, Article 5(a) of the Articles
of Association of the Bank relating to Capital be substituted by the following Clause:
Article
5 (a) would be substituted as follows:
The
Authorised Capita I of the Company is Rs. 25,000,000,000 comprising 12,500,000,000 equity shares of Rs. 2 each.
RESOLVED
FURTHER THAT
the Board of Directors of the Bank (which expression shall also include a Committee thereof) be authorised to
take such steps as may be necessary including the delegation of all or any of its powers herein conferred to any Director(s),
the Company Secretary, the Joint Company Secretary or any other officer(s) of the Bank for obtaining approvals, statutory, contractual
or otherwise, in relation to the above and to do all acts, deeds, matters and things that may be necessary, proper, expedient
or incidental for the purpose of giving effect to this resolution.
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17.
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To consider and, if thought fit, to pass, the following
resolution, as a Special Resolution:
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RESOLVED
that in accordance with the provisions of the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations,2014
and ICICI Bank Employees Stock Option Scheme 2000 (Scheme) as amended from time to time and subject to such other approvals as
may be required, approval of the Members be and is hereby accorded to amend the definition of Exercise Period in the Scheme as
"The "Exercise Period" would commence from the date of vesting and will expire on completion of such period not
exceeding five years from the date of vesting of Options as may be determined by the Board Governance Remuneration & Nomination
Committee for each grant".
RESOLVED
FURTHER
that the above definition of Exercise Period be made applicable to all future grants which will be granted for FY2019.
RESOLVED
FURTHER
that for the purpose of giving effect to the above resolution the Board or Board Governance,
Remuneration
& Nomination Committee of the Board be and is hereby authorised on behalf of the Bank to do all such acts, deeds, matters
and things as it may, in its absolute discretion, deem necessary or desirable for such purpose and with power on behalf of the
Bank to settle all questions, difficulties or doubts that may arise in regard to implementation of the resolution including but
not limited to determination of eligibility or otherwise of employees of the Bank or subsidiaries or any other grantees who continue
to be covered by the Scheme to the benefits extended under the Scheme.
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18.
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To consider and, if thought fit, to pass, the following
Resolution as a Special Resolution:
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RESOLVED
FURTHER
pursuant to the provisions of Section 42 and such other provisions of the Companies
Act, 2013, underlying Rules viz. Companies (Prospectus and Allotment of Securities) Rules, 2014 as may be applicable, provisions
of Securities and Exchange Board of India (Issue and listing of debt securities) Regulations, 2008, any other applicable provision
of law, any amendment, variation or re-enactment thereto from time to time and such other regulations as may be applicable, the
consent of the Members of the Company be and is hereby accorded to the Board of Directors (which term shall be deemed to include
a Committee of the Board to whom the power of borrowings has been delegated by the Board) to borrow from time to time, by way
of issue of non-convertible securities including but not limited to bonds and non-convertible debentures in one or more tranches
of up to Rs. 25,000 crore (Rupees Twenty Five Thousand crore) on private placement basis during a period of one year from the
date of passing of this Resolution within the overall borrowing limits of the Company as approved by the Members from time to
time.
RESOLVED
FURTHER THAT
the Board of Directors of the Company (also deemed to include the Committee
of the Board to which the powers of borrowings have been delegated by the Board) be and is hereby authorised to do all such acts,
deeds, matters and things including the power to settle all questions or difficulties that may arise with regard to the aforesaid
resolution as it may deem fit and to execute any agreements, documents, instructions, etc. as may be necessary or desirable in
connection with or incidental to give effect to the aforesaid resolution.
NOTES:
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a.
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The relevant Explanatory Statement pursuant to Section
102(1) of the Companies Act, 2013, in respect of Item Nos. 5, 7 to 18 set out in the Notice is annexed hereto.
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b.
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A MEMBER ENTITLED TO ATTEND AND VOTE IS ENTITLED TO APPOINT
A PROXY TO ATTEND AND, ON A POLL, TO VOTE INSTEAD OF HIMSELF. SUCH A PROXY NEED NOT BE A MEMBER OF THE COMPANY. PROXIES, IN ORDER
TO BE VALID AND EFFECTIVE, MUST BE DELIVERED AT THE REGISTERED/CORPORATE OFFICE OF THE COMPANY NOT LATER THAN FORTY-EIGHT HOURS
BEFORE THE COMMENCEMENT OF THE MEETING.
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Pursuant
to the provisions of the Companies Act, 2013 and the underlying rules viz. Companies (Management and Administration) Rules, 2014,
a person can act as proxy on behalf of Members not exceeding fifty and holding in the aggregate not more than ten percent of the
total share capital of the company carrying voting rights. Proxy shall not have a right to speak at the Meeting and shall not
be entitled to vote except on a poll.
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c.
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The Register of Members and the Share Transfer Books
of the Company will remain closed from August 28, 2018 to September 12, 2018 (both days inclusive). Dividend for the year ended
March 31, 2018, at the rate of Rs. 1.50 per fully paid-up equity share of Rs. 2/- each if declared at the Meeting, will be paid
on and from September 13, 2018:
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(i)
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to those Members, holding shares in physical form,
whose names appear on the Register of Members of the Company, at the close of business hours on September 12, 2018 after giving
effect to all valid transfers in physical form lodged on or before August 27, 2018 with the Company and/or its Registrar and Transfer
Agent; and
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(ii)
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in respect of shares held in electronic form, to all
beneficial owners as per the details furnished by National Securities Depository Limited (NSDL) and Central Depository Services
(India) Limited (CDSL) at the close of business hours on August 27,2018.
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In
terms of the directives of Securities and Exchange Board of India, shares issued by companies should rank pari passu in all respects,
including dividend entitlement, and accordingly the equity shares allotted/to be allotted
by
the Company up to August 27, 2018 under the ICICI Bank Employees Stock Option Scheme will be entitled for full dividend for the
financial year ended March 31, 2018, if declared at the Meeting_ The dividend proposed is in accordance with applicable RBI guidelines
and the dividend policy of the Bank.
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d.
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Voting through electronic
means:
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I.
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In compliance with Regulation 44 of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 and Section 108 of the Companies Act,2013 and Rule 20 of the Companies
(Management and Administration) Rules,2014,as amended, the Company is pleased to provide Members the facility to exercise their
right to vote at the 24th Annual General Meeting (AG M) by electronic means. The facility of casting votes by a Member using an
electronic voting system from a place other than the venue of the AGM (remote e-voting) will be provided by Central Depository
Services (India) Limited (CDSL) and the items of business as detailed in this Notice may be transacted through remote e-voting.
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II.
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A person whose name is recorded in the Register of
Members or in the Register of Beneficial Owners maintained by the depositories as on the cut-off date of September 5,2018 only
shall be entitled to avail the facility of remote e-voting as well as voting at the AGM. The voting rights of Members shall be
in proportion to their share of the paid-up equity share capital of the Bank as on the cut-off date of September 5,2018 subject
to the provisions of Banking Regulation Act,1949.
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Ill.
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A person who is not a Member as on the cut-off date
should treat this Notice for information purpose only.
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IV.
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The facility for electronic voting shall also be made
available at the AGM and the Members attending the AGM who have not already cast their votes through remote e-voting shall be
able to exercise their voting rights at the AGM.
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V
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The Members who have cast their votes through remote
e-voting prior to the AGM may also attend the AGM but shall not be entitled to cast their vote again.
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VI.
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The remote e-voting period commences on Sunday, September
9,2018 (9:00 a.m. 1ST) and ends on Tuesday, September 11,2018 (5:00 p.m. 1ST). During this period Members of the Bank, holding
shares either in physical form or in dematerialised form, as on the cut-off date of September 5,2018 may cast their vote electronically.
The remote e-voting module shall be disabled by CDSL for voting thereafter. Once the vote on a resolution is cast by the Member,
the Member shall not be allowed to change it subsequently.
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The
instructions for remote e-voting are as under:
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i.
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The
shareholders should log on to thee-voting website
www.evotingindia.com
.
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ii.
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Click on Shareholders
I
Members
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iii.
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Now Enter your User ID
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a)
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For CDS L: 16 digits beneficiary ID,
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b)
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For NSDL: 8 Character DP ID followed by 8 Digits Client
ID,
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c)
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Members holding shares in Physical Form should enter
Folio Number registered with the Company.
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iv.
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Next enter the Image Verification as displayed and
Click on Login.
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v.
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If you are holding shares in demat form and had logged
on to
www.evotingindia.com
and voted on an earlier voting of any company, then your existing password is to be used.
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vi.
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If you are a first time user follow the steps given
below:
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For Members holding shares in Demat Form and Physical Form
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PAN
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Enter your 10 digit alpha-numeric PAN
issued by Income Tax Department
(Applicable for both demat shareholders
as well as physical shareholders)
•
Members who have not updated their PAN with the Company/Depository Participant are requested to use the first two letters
of their name and the 8 digits of the sequence number in the PAN field.
•
In case the sequence number is less than 8 digits enter the applicable number of 0’s before the number after the first
two characters of the name in CAPITAL letters. Eg. If your name is Ramesh Kumar with sequence number 1 then enter RA00000001 in
the PAN field.
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Dividend Bank Details
OR Date of Birth (DOB)
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Enter the Dividend Bank Details
or Date of Birth (in dd/mm/yyyy format) as recorded in your demat account or in the company records in order to login.
•
If both the details are not recorded with the depository or company please enter the member id / folio number in the Dividend
Bank details field as mentioned in instruction (iii).
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vii.
|
After entering these details appropriately, click
on “SUBMIT” tab.
|
|
viii.
|
Members holding shares in physical form will then
directly reach the Company selection screen. However, members holding shares in demat form will now reach ‘Password Creation’
menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password
is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided
that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person
and take utmost care to keep your password confidential.
|
|
ix.
|
For Members holding shares in physical form, the details
can be used only for e-voting on the resolutions contained in this Notice.
|
|
x.
|
Click on the EVSN of ICICI Bank Limited.
|
|
xi.
|
On the voting page, you will see “RESOLUTION
DESCRIPTION” and against the same the option “YES/ NO” for voting. Select the option YES or NO as desired. The
option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.
|
|
xii.
|
Click on the “RESOLUTIONS FILE LINK” if
you wish to view the entire Resolution details.
|
|
xiii.
|
After selecting the resolution you have decided to
vote on, click on “SUBMIT”. A confirmation box will be displayed. If you wish to confirm your vote, click on “OK”,
else to change your vote, click on “CANCEL” and accordingly modify your vote.
|
|
xiv.
|
Once you “CONFIRM” your vote on the resolution,
you will not be allowed to modify your vote.
|
|
xv.
|
You can also take a print of the votes cast by clicking
on “Click here to print” option on the Voting page.
|
|
xvi.
|
If a demat account holder has forgotten the changed
login password then Enter the User ID and the image verification code and click on Forgot Password & enter the details as
prompted by the system.
|
|
xvii.
|
Members can also cast their vote using CDSL’s
mobile app m-Voting available for android based mobiles. The m-Voting app can be downloaded from Google Play Store. Apple and
Windows phone users can download the app from the App Store and the Windows Phone Store respectively. Please follow the instructions
as prompted by the mobile app while voting on your mobile.
|
|
xviii.
|
Note for Non – Individual Shareholders and Custodians
|
|
•
|
Non-Individual shareholders (i.e. other than Individuals,
HUF, NRI etc.) and Custodian are required to
|
log
on to
www.evotingindia.com
and register themselves as Corporates.
A
scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to helpdesk.evoting@cdslindia
.com
After
receiving the login details a Compliance User should be created using the admin login and password. The Compliance User would
be able to link the account(s) for which they wish to vote on.
The
list of accounts linked in the login should be mailed to
helpdesk.evoting@cdslindia.com
and on approval of the accounts
they would be able to cast their vote.
A
scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should
be uploaded in PDF format in the system for the scrutinizer to verify the same.
|
xix.
|
In case you have any queries or issues regarding e-voting,
you may refer the Frequently Asked Questions ("FAOs") and e-voting manual available at
www.evotingindia.com
under
help section or write an email to
helpdesk.evoting@cdslindia.com
.
|
|
VII.
|
You can also update your mobile number and e-mail
id in the user profile details of the folio which may be used for sending future communication(s).
|
|
VIII.
|
Any person, who acquires shares of the Company and
becomes Member of the Company after dispatch of the Notice and holding shares as on the cut-off date i.e. September 5,2018,should
follow the same procedure for e-Voting as mentioned in the Notice.
|
|
IX.
|
Alwyn D'Souza of Alwyn D'Souza & Co., Company
Secretaries has been appointed as the Scrutinizer to scrutinize the remote e-voting process as well as the electronic voting process
at the AGM in a fair and transparent manner.
|
|
X.
|
The Chairman shall, at the AGM, at the end of discussion
on the resolutions on which voting is to be held, allow e-voting with the assistance of scrutinizer for all those Members who
are present at the AGM but have not cast their votes by availing the remote e-voting facility.
|
|
XI.
|
The Scrutinizer after the conclusion of voting at
the AGM will unblock the votes cast through e-voting in the presence of at least two witnesses not in the employment of the Company
and shall make, not later than three days of the conclusion of the AGM, a consolidated scrutinizer's report of the total votes
cast in favour or against, if any, to the Chairman or a Director authorised by him in writing, who shall countersign the same.
The Chairman or the authorised Director shall declare the result of the voting forthwith.
|
|
XII.
|
The Results declared
along with the Scrutinizer's Report shall be displayed at the Registered Office as well as the Corporate Office of the Company
and uploaded on the Company's website
www.icicibank.com
as well as on the website of CDSL after the same is declared by
the Chairman
/
authorised person. The Results shall also
be simultaneously forwarded to the stock exchanges.
|
e.
|
Members holding shares in physical form are requested
to immediately notify change in their address, to the Registrar and Transfer Agent of the Company, viz. 3i lnfotech Limited, International
Infotech Park, Tower 5,3rd Floor, Vashi Railway Station Complex, Vashi, Navi Mumbai 400 703, quoting their Folio Number(s).
|
In
order to avoid fraudulent encashment of dividend warrants, Members holding shares in physical form are requested to send to the
Registrar and Transfer Agent of the Company, at the above mentioned address, on or before August 27, 2018 a Bank Mandate (providing
details of name and address of bank branch, PIN code and particulars of the bank account) or changes therein, if not provided
earlier, under the signature of the Sole
/
First holder
quoting their Folio Number. This information will be printed on the dividend warrants. Members may also avail of the Electronic
Clearing Service (ECS) mandate facility provided by the Company.
f.
|
Members holding shares
in dematerialised mode are requested to intimate all changes pertaining to their bank details, ECS mandates, email addresses,
nominations, power of attorney, change of address
/
name
etc. to their Depository Participant (DP) only and not to the Company or its Registrar and Transfer Agent. Any such changes effected
by the DPs will automatically reflect in the Company's subsequent records.
|
Pursuant
to the provisions of Section 124 of the Companies Act, 2013, the amounts of dividend remaining unpaid or unclaimed for a period
of seven years from the date of its transfer to the Unpaid Dividend Accounts of the Company are required to be transferred to
the Investor Education and Protection Fund (IEPF) established by the Central Government. Accordingly, the unclaimed dividend for
the financial year ended March 31, 2010 was transferred to the IEPF on August 21, 2017. Further, as per the provisions of Section
124(6) of the Companies Act, 2013 read with the Investor Education & Protection Fund Authority (Accounting, Audit, Transfer
& Refund) Rules 2016 (IEPF Rules), the shares in respect of which the dividend has not been claimed for seven consecutive
years are required to be transferred by the Company to the designated Demat account of the IEPF Authority.
With
respect to the unclaimed dividend for the financial year ended March 31, 2011, reminder letters were sent to the Members in March
and April 2018 to claim the outstanding dividend amounts on or before June 27, 2018. The unclaimed dividend for the financial
year ended March 31, 2011 would accordingly be transferred to the IEPF in August 2018. The corresponding shares along with the
unclaimed dividend would also be transferred to the demat account of the IEPF Authority. Members who have not yet encashed their
dividend warrant(s) for the financial year ended March 31, 2012 and/or subsequent years are requested to submit their claims to
the Registrar and Transfer Agent of the Company without any delay.
|
g.
|
Members may avail of the nomination facility as provided
under Section 72 of the Companies Act, 2013.
|
|
h.
|
Pursuant to Regulation 36(3) of the Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the information about the Directors proposed
to be appointed/re-appointed is given in the Annexure I to the Notice.
|
|
i.
|
This Notice and the Annual Report of the Company circulated
to the Members of the Company, will be made available on the Company’s website at www.icicibank.com and on the website of
CDSL at
www.evotingindia.com.
|
|
j.
|
Members desirous of getting any information about the
accounts and/or operations of the Company are requested to write to the Company at least seven days before the date of the Meeting
to enable the Company to keep the information ready at the Meeting.
|
|
k.
|
During the period beginning 24 hours before the time
fixed for the commencement of the Meeting and ending with the conclusion of the meeting, a Member would be entitled to inspect
the proxies lodged with the Bank between 9:00 a.m. IST and 6:00 p.m. IST at the registered office of the Company, provided that
a requisition for the same from a Member is received in writing not less than 3 days before the commencement of the Meeting.
|
|
l.
|
All the documents referred to in the Notice and Explanatory
Statement will be available for inspection by the Members at the Registered/Corporate Office of the Company between 11:00 a.m.
IST and 1:00 p.m. IST on all working days from the date hereof up to the date of the Meeting. The relevant documents referred
to in the Notice and Explanatory Statement will also be available for inspection by the Members at the Meeting.
|
Regulation
36 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 permits sending
of soft copies of Annual Reports to all those Members who have registered their email addresses for the said purpose.
The
Companies Act, 2013 has also recognised serving of documents to any Member through electronic mode. In terms of the Circular No.
NSDL/CIR/II/10/2012 dated March 9, 2012 issued by National Securities Depository Limited, email addresses made available by the
Depository for your respective Depository Participant accounts as part of the beneficiary position downloaded from the Depositories
from time to time will be deemed to be your registered email address for serving notices/documents including those covered under
Sections 101 and 136 of the Companies Act, 2013 read with Section 20 of the Companies Act, 2013 and the underlying rules relating
to transmission of documents in electronic mode. In light of the requirements prescribed by the aforesaid circulars, for those
Members whose Depository Participant accounts do not contain the details of their email address, printed copies of the Notice
of Annual General Meeting and Annual Report for the year ended March 31, 2018 would be despatched.
The
Notice of Annual General Meeting and the copies of audited financial statements, directors’ report, auditors’ report,
business responsibility report etc. will also be displayed on the website of the Bank
www.icicibank.com
and the other requirements
as applicable will be duly complied with. Members holding shares in electronic mode are
requested
to ensure to keep their email addresses updated with the Depository Participants. Members who have not registered their email
id with their Depository Participants are requested to do so and support the green initiative. Members holding shares in physical
mode are also requested to update their email addresses by writing to the Registrar and Transfer Agent of the Company at the address
mentioned above quoting their folio number(s).
By
Order of the Board
P.Sanker
Senior
General Manager (Legal)
&
Company Secretary
Mumbai,
July 27, 2018
CIN:
L65190GJ1994PLC021012
Website:
www.icicibank.com
E-mail:
investor@icicibank.com
Registered
Office:
ICICI
Bank Tower
Near
Chakli Circle, Old Padra Road
Vadodara
390 007
Phone:0265-6722239
|
Corporate
Office:
ICICI Bank Towers Bandra-Kurla Complex
Mumbai 400 051
Phone: 022-26538900
Fax: 022-26531230
|
EXPLANATORY
STATEMENT UNDER SECTION 102(1) OF THE COMPANIES ACT, 2013
Item
No. 5
The
Explanatory Statement is being given in respect of Item No. 5 of the Notice as a matter of good governance. B S R & Co. LLP,
Chartered Accountants were appointed as auditors by the Members at their Twentieth Annual General Meeting (AGM) held on June 30,
2014 to hold office till conclusion of the Twenty-Fourth AGM. Their appointment was last ratified by the Members at the Twenty
Third Annual General Meeting held on June 30, 2017 where they were appointed as auditors to hold office from the conclusion of
the Twenty Third Annual General Meeting until the conclusion of the Twenty-Fourth AGM of the Bank. B S R & Co. LLP have been
auditors of the Company for four consecutive years, which is the maximum term for statutory auditors of banking companies as per
the guidelines issued by Reserve Bank of India (RBI). Hence they would retire at the conclusion of the forthcoming Annual General
Meeting. The Audit Committee and the Board of Directors have placed on record their appreciation of the professional services
rendered by B S R & Co. LLP during their association with the Company as its auditors.
It
is now proposed to appoint M/s Walker Chandiok & Co LLP, Chartered Accountants (Registration No. 001076N/ N500013), as Statutory
Auditors of the Bank from the conclusion of this AGM until the conclusion of the twenty fifth AGM of the Bank. As per the requirement
of the Companies Act, 2013 (the Act) M/s Walker Chandiok & Co LLP, Chartered Accountants have confirmed that the appointment
if made would be within the limits specified under Section 141(3) (g) of the Act and it is not disqualified to be appointed as
statutory auditor in terms of the provisions of the proviso to Section 139(1), Section 141(2) and Section 141(3) of the Act and
the provisions of the Companies (Audit and Auditors) Rules, 2014. Their appointment has been approved by RBI for a period of one
year and pursuant to the requirements of RBI guidelines, their appointment is required to be approved on an annual basis. Hence
their appointment is presently proposed from the current Annual General Meeting till the conclusion of the twenty fifth Annual
General Meeting and thereafter would be placed for approval of the Members on an annual basis subject to the approval of the Reserve
Bank of India up to the conclusion of the twenty eighth AGM.
The
Directors recommend the Resolution at Item No. 5 of the accompanying Notice for approval of the Members of the Bank.
None
of the Directors, Key Managerial Personnel of the Bank and their relatives are in any way concerned or interested, financially
or otherwise in the passing of the Resolution at Item No. 5 of the accompanying Notice.
Item
No. 7
The
Board at its Meeting held on January 12, 2018 based on the recommendations of the Board Governance Remuneration & Nomination
Committee (Committee) appointed Ms. Neelam Dhawan as an Additional Independent Director of the Bank for five years effective from
January 12, 2018 to January 11, 2023 subject to the approval of shareholders. Ms. Neelam Dhawan was appointed based on her expertise
in Information Technology and considering the requirements of the composition of the Board and the areas of expertise prescribed
for Directors under the Banking Regulation Act, 1949.
In
the opinion of the Board and based on the declaration of independence submitted by Ms. Neelam Dhawan, Ms. Dhawan is a person of
integrity, has the necessary knowledge, experience and expertise for being appointed as an Independent Director and fulfills the
conditions specified in the Companies Act and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (Listing Regulations) for appointment as an Independent Director of the Bank.
In
terms of Section 161 of the Companies Act, 2013 and Article 135 of Articles of Association of the Bank, Ms. Dhawan will hold office
as a Director of the Bank until the conclusion of the upcoming Annual General Meeting. In terms of Section 160 of the Companies
Act, 2013, the Bank has received a notice from a Member signifying intention to propose Ms. Dhawan as a candidate for the office
of Independent Director of the Bank.
The
required details in terms of Regulation 36(3) of the Listing Regulations and Secretarial Standards on General Meeting is provided
in the Annexure to the Notice.
Your
Directors recommend the resolution at Item No.7 of the accompanying Notice for approval of the Members of the Bank.
None
of the Directors, Key Managerial Personnel of the Bank and their relatives other than Ms. Dhawan, are concerned or interested,
financially or otherwise, in the passing of this resolution.
Item
No.8
The
Board at its Meeting held on January 17,2018 based on the recommendations of the Board Governance Remuneration & Nomination
Committee (Committee) appointed Mr. Uday Chitale as an Additional Independent Director of the Bank for five years effective from
January 17,2018 to January 16,2023 subject to the approval of shareholders. Mr. Uday Chitale was appointed based on his expertise
in finance and accounts and considering the requirements of the composition of the Board and the areas of expertise prescribed
for Directors under the Banking Regulation Act, 1949.
In
the opinion of the Board and based on the declaration of independence submitted by Mr. Uday Chitale, Mr. Chitale is a person of
integrity, has the necessary knowledge, experience and expertise for being appointed as an Independent Director and fulfills the
conditions specified in the Companies Act and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (Listing Regulations) for appointment as an Independent Director of the Bank.
In
terms of Section 161 of the Companies Act,2013 and Article 135 of Articles of Association of the Bank, Mr. Chitale will hold office
as a Director of the Bank until the conclusion of the upcoming Annual General Meeting. In terms of Section 160 of the Companies
Act,2013,the Bank has received a notice from a Member signifying intention to propose Mr. Chitale as a candidate for the office
of Independent Director of the Bank.
The
required details in terms of Regulation 36(3) of the Listing Regulations and Secretarial Standards on General Meeting is provided
in the Annexure to the Notice.
Your
Directors recommend the resolution at Item No.8 of the accompanying Notice for approval of the Members of the Bank.
None
of the Directors, Key Managerial Personnel of the Bank and their relatives other than Mr. Chitale, are concerned or interested,
financially or otherwise ,in the passing of this resolution.
Item
No.9
The
Board at its Meeting held on May 2, 2018 based on the recommendations of the Board Governance Remuneration & Nomination Committee
(Committee) appointed Mr. Radhakrishnan Nair as an Additional Independent Director of the Bank for five years effective from May
2,2018 to May 1, 2023 subject to the approval of shareholders. Mr. Nair was appointed based on his special knowledge and practical
experience in, inter alia, accountancy, agriculture and rural economy, banking, co-operation, economics and finance and considering
the requirements of the composition of the Board and the areas of expertise prescribed for Directors under the Banking Regulation
Act, 1949.
In
the opinion of the Board and based on the declaration of independence submitted by Mr. Radhakrishnan Nair, Mr. Nair is a person
of integrity, has the necessary knowledge, experience and expertise for being appointed as an Independent Director and fulfills
the conditions specified in the Companies Act and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (Listing Regulations) for appointment as an Independent Director of the Bank.
In
terms of Section 161 of the Companies Act, 2013 and Article 135 of Articles of Association of the Bank, Mr. Nair will hold office
as a Director of the Bank until the conclusion of the upcoming Annual General Meeting. In terms of Section 160 of the Companies
Act, 2013, the Bank has received a notice from a Member signifying intention to propose Mr. Nair as a candidate for the office
of Independent Director of the Bank.
The
required details in terms of Regulation 36(3) of the Listing Regulations and Secretarial Standards on General Meeting is provided
in the Annexure to the Notice.
Your
Directors recommend the resolution at Item No. 9 of the accompanying Notice for approval of the Members of the Bank.
None
of the Directors, Key Managerial Personnel of the Bank and their relatives other than Mr. Nair, are concerned or interested, financially
or otherwise, in the passing of this resolution.
Item
No. 10
The
Board at its Meeting held on May 29, 2018 based on the recommendations of the Board Governance Remuneration & Nomination Committee
(Committee) appointed Mr. M. D. Mallya as an Additional Independent Director of the Bank for five years effective from May 29,
2018 to May 28, 2023 subject to the approval of shareholders. Mr. Mallya was appointed based on his specialisation in banking,
agriculture and rural economy and considering the requirements of the composition of the Board and the areas of expertise prescribed
for Directors under the Banking Regulation Act, 1949.
In
the opinion of the Board and based on the declaration of independence submitted by Mr. M. D. Mallya, Mr. Mallya is a person of
integrity, has the necessary knowledge, experience and expertise for being appointed as an Independent Director and fulfills the
conditions specified in the Companies Act and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (Listing Regulations) for appointment as an Independent Director of the Bank.
In
terms of Section 161 of the Companies Act, 2013 and Article 135 of Articles of Association of the Bank, Mr. Mallya will hold office
as a Director of the Bank until the conclusion of the upcoming Annual General Meeting. In terms of Section 160 of the Companies
Act, 2013, the Bank has received a notice from a Member signifying intention to propose Mr. Mallya as a candidate for the office
of Independent Director of the Bank.
The
required details in terms of Regulation 36(3) of the Listing Regulations and Secretarial Standards on General Meeting is provided
in the Annexure to the Notice.
Your
Directors recommend the resolution at Item No. 10 of the accompanying Notice for approval of the Members of the Bank.
None
of the Directors, Key Managerial Personnel of the Bank and their relatives other than Mr. Mallya, are concerned or interested,
financially or otherwise, in the passing of this resolution.
Item
No. 11
The
Board at its Meeting held on June 29, 2018 based on the recommendations of the Board Governance Remuneration & Nomination
Committee (Committee) appointed Mr. Girish Chandra Chaturvedi as an Additional Independent Director of the Bank for three years
effective from July 1, 2018 to June 30, 2021 subject to the approval of shareholders. Mr. Girish Chaturvedi was appointed based
on his specialisation in banking, economics and business management and considering the requirements of the composition of the
Board and the areas of expertise prescribed for Directors under the Banking Regulation Act, 1949.
In
the opinion of the Board and based on the declaration of independence submitted by Mr. Girish Chandra Chaturvedi, Mr. Chaturvedi
is a person of integrity, has the necessary knowledge, experience and expertise for being appointed as
an
Independent Director and fulfills the conditions specified in the Companies Act and Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015(Listing Regulations) for appointment as an Independent Director of
the Bank.
In
terms of Section 161 of the Companies Act,2013 and Article 135 of Articles of Association of the Bank, Mr. Chaturvedi will hold
office as a Director of the Bank until the conclusion of the upcoming Annual General Meeting. In terms of Section 160 of the Companies
Act, 2013, the Bank has received a notice from a Member signifying intention to propose Mr. Chaturvedi as a candidate for the
office of Independent Director of the Bank.
The
required details in terms of Regulation 36(3) of the Listing Regulations and Secretarial Standards on General Meeting is provided
in the Annexure to the Notice.
Your
Directors recommend the resolution at Item No. 11 of the accompanying Notice for approval of the Members of the Bank.
None
of the Directors, Key Managerial Personnel of the Bank and their relatives other than Mr. Chaturvedi, are concerned or interested,
financially or otherwise, in the passing of this resolution.
Item
No.12
The
Board at its Meeting held on June 29,2018 appointed Mr. Girish Chandra Chaturvedi as an Additional, non-executive Independent
Director. The appointment has also been placed for approval of the shareholders at the current AG M under item no. 12 of the Notice.
The Board at its Meeting held on June 29,2018 considering the term of Mr. M. K. Sharma as Chairman which was valid up to June
30,2018 also approved the appointment of Mr. Chaturvedi as Non-Executive (part time) Chairman of the Bank for a period of three
years effective from July 1,2018 or the date of RBI approval, whichever is later till June 30, 2021 subject to the approval of
shareholders and Reserve Bank of India on the following terms and conditions:
|
(i)
|
a remuneration of Rs. 3,500,000 per annum for the first year till June 30,2019, Rs.
4,000,000 per
annum for second year till June 30,2020 and
Rs. 4,500,000 per annum for third year till June 30, 2021.
|
|
(ii)
|
Payment of sitting fees,
maintenance of a Chairman's office at the Bank's expense, free use of Bank's car for official purposes, bearing of expenses by
the Bank for travel on official visits and participation in various forums (both in India and abroad) as Chairman of the Bank
and bearing of travel
/
halting
/
other
expenses & allowances by the Bank for attending to his duties as Chairman of the Bank.
|
RBI
vide its letter dated July 17, 2018 has approved the appointment of Mr. Chaturvedi as Non-Executive (part-time) Chairman for a
period from the date of its approval till June 30,2021 on a fixed remuneration of3,500,000 per annum. The Bank would make an application
to RBI on an annual basis for the enhancement of remuneration as mentioned above and based on the approval granted by RBI would
determine the remuneration, however the same will not exceed the levels as stipulated for the respective years as mentioned in
the resolution.
The
Directors recommend the Resolution at Item No. 12 of the accompanying Notice for approval of the Members of the Bank.
None
of the Directors, Key Managerial Personnel of the Bank and their relatives other than Mr. Chaturvedi are in any way concerned
or interested, financially or otherwise in the passing of the Resolution at Item No. 12 of the accompanying Notice.
The
terms and conditions relating to the appointment and remuneration of Mr. Chaturvedi as a non-executive part-time Chairman of the
Bank, would be available for inspection at the registered office of the Bank on all working days from 11:00 a.m. 1ST to 1 :00
p.m. 1ST up to September 12,2018.
Item
Nos. 13 and 14
Given
the Bank’s scale of operations, the growth opportunities in the Indian economy, the rapidly evolving global & domestic
business environment and with the objective of further strengthening the executive management at the Board level, the Board at
its Meeting held on June 18, 2018, based on the recommendations of the Board Governance Remuneration & Nomination Committee
and subject to approval of Reserve Bank of India (RBI), Members and such other regulatory approvals as may be applicable, appointed
Mr. Sandeep Bakhshi as a wholetime Director and Chief Operating Officer (Designate) of the Bank for a period of five years effective
from June 19, 2018 or the date of receipt of approval from RBI, whichever is later.
In
terms of Section 160 of the Companies Act, 2013 (“the Act”), the Bank has received a notice from a Member signifying
intention to propose Mr. Bakhshi as a candidate for the office of Director of the Bank. The required details in terms of Regulation
36(3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 are provided
herein after.
The
Directors recommend the Resolution at Item No. 13 and 14 of the accompanying Notice for approval of the Members of the Bank.
None
of the Directors, Key Managerial Personnel of the Bank and their relatives other than Mr. Bakhshi are in any way concerned or
interested, financially or otherwise in the passing of the Resolution at Item No. 13 and 14 of the accompanying Notice.
Item
Nos. 15 and 16
The
authorised share capital of the Bank comprised of Rs. 25,000,000,000 divided into:
|
i.
|
10,000,000,000 equity shares of Rs. 2 each
|
|
ii.
|
15,000,000 shares of Rs. 100 each
|
|
iii.
|
350 shares of Rs. 10,000,000 each
|
The
shares as mentioned in (ii) above were categorised as unclassified as per the shareholders’ approval on June 8, 2007 and
no objection granted by RBI through letter dated June 5, 2007 in anticipation of any future issuance of preference shares which
could take place due to necessary changes in applicable laws and regulations. The preference shares as mentioned in (iii) were
due for redemption on April 20, 2018 and the same were redeemed on April 20, 2018 after obtaining the requisite statutory approvals.
The
requirement pertaining to retention of 15,000,000 shares of Rs. 100 each as unclassified shares was reviewed and it was decided
that these unclassified shares may be re-classified in to equity shares. Hence the Board at its Meeting held on April 2, 2018
subject to the no objection of RBI, approved the alteration to the capital clauses of the Memorandum of Association and Articles
of Association of the Bank through re-classification of both the 15,000,000 shares of Rs. 100 each as well as the 350 shares of
Rs. 10,000,000 each redeemed on April 20, 2018 as equity capital.
The
revised clause V of the Memorandum of Association would read as follows:
The
authorised capital of the Company shall be Rs. 25,000,000,000 comprising 12,500,000,000 equity shares of Rs. 2 each with power
to increase or reclassify or alter the capital of the Company and to divide/consolidate the shares in the capital for the time
being into several classes and face values and to attach thereto respectively such preferential, cumulative, convertible, guarantee,
qualified or other special rights, privileges, conditions or restrictions, as may be determined by or in accordance with the Articles
of Association of the Company for the time being and to vary, modify or abrogate any such right, privilege or condition or restriction
in such manner as may for the time being be permitted by the Articles of Association of the Company and the legislative provisions
for the time being in force.
The
revised Article 5 (a) would read as follows:
The
Authorised Capital of the Company is Rs. 25,000,000,000 comprising 12,500,000,000 equity shares of Rs. 2 each.
The
Directors recommend the Resolution at Item Nos. 15 and 16 of the accompanying Notice for approval of the Members of the Bank.
None
of the Directors, Key Managerial Personnel of the Bank and their relatives are in any way concerned or interested, financially
or otherwise in the passing of the Resolution at Item No. 15 and 16 of the accompanying Notice.
Item
No.17
The
Bank has an 'Employees Stock Option Scheme - 2000' (ESOS scheme) of the Bank framed in line with the SEBI (Share Based Employee
Benefits) Regulations, 2014 (Regulations). The Scheme has been amended from time to time with the approval of the Members and
as per the amendments last approved by the Members vide a Postal Ballot resolution passed on June 12, 2017 the Exercise Period
was defined as the period commencing from the date of vesting and which will expire on completion of such period not exceeding
ten years from the date of vesting of Options as may be determined by the Board Governance, Remuneration & Nomination Committee
("BGNRC") for each grant.
In
the current context, the Bank is continuing its focus on building granular portfolios both in retail and wholesale with a shorter
maturity. This results in an early indication of portfolio quality. Considering this scenario, the Board Governance Remuneration
& Nomination Committee and Board at its meetings held on May 7, 2018 with the objective to further enhance employee efforts
to execute the current strategy and align the compensation payout schedules for senior management to the time horizon of risks
approved the amendment to the definition of Exercise Period as given below:
"The
"Exercise Period" would commence from the date of vesting and will expire on completion of such period not exceeding
five years from the date of vesting of Options as may be determined by the Board Governance Remuneration & Nomination Committee
for each grant".
The
amendment is intended to cover only future grants to be made and would come into effect only after approval by Members and will
not cover grants already made.
As
per the Regulations, any variation to the terms of the Scheme requires the approval of Members by way of a special resolution.
There are no other changes to the existing terms of the Scheme. None of the Directors or Key Managerial Personnel of the Bank
including their relatives are, in any way, concerned or interested, financially or otherwise, in the proposed resolution except
to the extent of grant of stock options to them ,if any, under the said Scheme.
The
Directors recommend the Resolution at Item No. 17 of the accompanying Notice for approval of the Members of the Bank.
The
Directors, Key Managerial Personnel of the Bank and their relatives are concerned or interested, financially or otherwise in the
passing of the Resolution at Item No. 17 of the accompanying Notice to the extent of the stock options that may be granted to
the Directors or Key Managerial Personnel.
A
copy of the draft amended Scheme would be available for inspection at the Registered Office of the Bank on a II working days from
11 :00 a.m. 1ST to 1:00 p.m. 1ST up to September 12, 2018.
Item
No.18
Section
42 of the Companies Act, 2013 and its underlying rules viz. Companies (Prospectus and Allotment of Securities) Rules, 2014 (including
any modification(s) or re-enactment(s) thereof) provide that a Company shall make a private placement of its securities only if
the proposed offer of securities or invitation to subscribe to securities has been previously approved by the Members of the Company,
by a Special Resolution, for each of the Offers or Invitations. It
further
provides that the explanatory statement annexed to the notice for the general meeting shall disclose the basis or justification
for the price (including premium, if any) at which the offer or invitation is being made. It also provides that in case of offer
or invitation for non-convertible debentures, it shall be sufficient if the Company passes a prior special resolution once in
a year for all the offers or invitation for such debentures during the year.
At
the Annual General Meeting held on June 30, 2017, the Members had approved a limit of Rs. 25,000 crore for borrowings by way of
securities including but not limited to bonds and non-convertible debentures on private placement basis. The Bank has borrowed
Rs. 5,555.00 crores (Rupees Five thousand five hundred fifty five crores only) by way of issue of non-convertible debentures (NCDs)
on private placement basis since the last AGM. Considering the same, the Bank has assessed its fund requirements and it is proposed
that the borrowing limits for the purpose of Section 42 read with the rules relating to this Section for borrowing by way of non-convertible
securities including but not limited to bonds and NCDs be retained at the same level of Rs. 25,000 crore (Rupees Twenty five thousand
crores only). This would form part of the overall borrowing limits under Section 180(1)(c) of the Companies Act, 2013 of Rs. 250,000
crore (Rupees two hundred and fifty thousand crore) approved by the Members at the AGM held on June 30, 2014. The resolution under
Section 42 will be valid for a period of one year from the date of passing this resolution. The pricing of the non- convertible
securities including but not limited to bonds and non-convertible debentures (NCDs) depends primarily upon the rates prevailing
for risk free instruments, rates on other competing instruments of similar rating and tenor in the domestic market, investors’
appetite for such instruments and investor regulations which enable investments in such instruments. Accordingly, during the validity
of this resolution, the Bank proposes to issue non-convertible securities including but not limited to bonds and non-convertible
debentures (NCDs) by way of private placement at up to 300 basis points (bps) above the rates prevailing for risk free instruments
as represented by the respective tenor rupee sovereign bonds for issuances in rupee market. The pricing for each of the issuance/program
would be approved by the Board or a Committee of Board.
The
Directors recommend the Resolution at Item No. 18 of the accompanying Notice for approval of the Members of the Bank.
None
of the Directors, Key Managerial Personnel of the Bank and their relatives are in any way concerned or interested, financially
or otherwise in the passing of the Resolution at Item No. 18 of the accompanying Notice.
By
Order of the Board
P.
Sanker
Senior
General Manager (Legal)
&
Company Secretary
July
27, 2018
Mumbai
CIN:
L65190GJ1994PLC021012
Website:
www.icicibank.com
E-mail:
investor@icicibank.com
Registered office:
|
corporate office:
|
ICICI Bank Tower
|
ICICI Bank Towers
|
Near Chakli Circle,
|
Bandra-Kurla Complex
|
Old Padra Road
|
Mumbai 400 051
|
Vadodara 390 007
|
Phone: 022-26538900
|
Phone:0265-6722286
|
Fax: 022-26531230
|
ANNEXURE
I TO ITEM NOS. 4 AND 7 TO 14 OF THE NOTICE
Pursuant
to Regulation 36(3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015 and Secretarial Standard 2 issued by the Institute of Company Secretaries of India, following information is furnished about
the Directors proposed to be appointed/re-appointed.
1.
Mr. Vijay Chandok
Name of the Director
|
Vijay Chandok
|
Age
|
50 years
|
Date of first appointment on Board
|
July 28,2016
|
Qualification
|
Bachelor of Technology and Masters in Management Studies.
|
Brief resume including experience
|
Mr.
Vijay Chandok is an Executive Director on the Board of ICICI Bank. Mr. Chandok joined the ICICI Group in 1993. In his 23 years
with the ICICI Group, he has worked in corporate banking, prior to leading the SME business and the International Banking Group.
He was also the Head of ICICI Bank's Retail Assets and Rural & Agri Banking Group and Vice Chairman of ICICI Home Finance Company
Limited in 2008-2009. He also led the integration of the erstwhile Sangli Bank with ICICI Bank. He is on the Board of ICICI Investment
Management Company Limited, ICICI Bank UK PLC and ICICI Bank Canada. He also chairs the ICICI Investment Management Company which
managed the Emerging India Fund and Private Equity Fund.
Under Mr. Chandok's
leadership, ICICI Bank has won awards for being India's Best Bank in SME financing (private sector) in 2008 (by Dun & Bradstreet)
and the Asian Banker Award for Excellence in SME Banking in Asia Pacific, Central Asia and Gulf Region in 2009.
In the International
Banking space (IBG), Mr. Chandok has been focusing on strengthening the Bank's franchise across overseas locations (16 locations
including subsidiaries in UK & Canada) through leveraging the economic corridors between India and the rest of the world, initiating
and developing banking relationships with MNC corporates and building a stable and diversified international funding base. During
his tenure, IBG has won several awards including The Best Borrower from India by Finance Asia for four consecutive years (2012-2015)
& Dun & Bradstreet's Best Bank in Private sector for International Business Development consecutively for five years (2011-2015).
|
Expertise in specific functional areas
|
Mr. Chandok's responsibilities include SME business, Commercial banking and International Banking Group of the Bank.
|
Other Directorships
|
1. ICICI
Bank UK PLC
2. ICICI
Bank Canada
3. ICICI
Investment Management Company Limited
|
Chairmanship/Membership of Committees in Companies in which position of Director is held
|
ICICI Bank Limited
1. Asset
Liability Management Committee
2. Committee
of Executive Directors
3. Committee
for Identification of wilful defaulters/non-cooperative borrowers
4. Committee
of Senior Management
ICICI Bank UK PLC
1. Board
Governance Committee
2. Board
Credit Committee
3. Board
Risk Committee
4. Board
Conduct Risk Committee
ICICI Bank Canada
1. Risk
Committee
2. Conduct
Review Committee
|
Relationship with other Directors, Managers and other Key Managerial Personnel of the Company
|
None
|
No. of equity shares held in the Company
(as on July 20, 2018)
|
34,450 equity shares
|
No. of board meetings attended during the year
|
12
|
Terms and conditions of appointment or re-appointment including remuneration
|
Wholetime Director liable to retire
by rotation. Terms of remuneration are as approved by RBI and shareholders from time to time.
The details of remuneration last
drawn within the terms as approved by the shareholders and as approved by RBI is as below:
Basic salary – Rs. 1,526,630 per
month
Supplementary allowance – Rs. 1,121,473
per month
|
2. Ms.
Neelam Dhawan
Name of the Director
|
Neelam Dhawan
|
Age
|
58 years
|
Date of first appointment on Board
|
The Board at its Meeting held on January 12, 2018 approved the appointment of Ms. Neelam Dhawan as an Additional Independent Director of the Bank for five years with effect from January 12, 2018 to January 11, 2023 subject to the approval of shareholders.
|
Qualification
|
MBA – Faculty of Management Studies, Bachelor of Arts (Hons) Economics
|
Brief resume including experience
|
Ms_ Neelam
Dhawan has over 35 years of experience in the information technology industry. Starting from 1982, she has held various positions
across HCL, IBM, Microsoft and Hewlett Packard. She has been Managing Director and leader of the Country businesses for 11 years
for Microsoft and later Hewlett Packard in India. Ms. Dhawan's last assignment was that of Vice President for Global Industries,
Strategic Alliances and Inside Sales for Asia Pacific and Japan, for Hewlett Packard Enterprise. She retired on December 31,2017.
Ms. Dhawan is an Economics Graduate
from St. Stephen's College, Delhi University. She also has a MBA degree from Faculty of Management Studies, University of Delhi,
India.
Over several
years, leading business journals such as Fortune (international edition),Forbes and Business Today have recognised her as one of
the Most Powerful Women in Business.
|
Expertise in specific functional areas
|
Ms. Dhawan is a member of the Global Supervisory Board of Royal Philips, Netherlands since 2012 which helped her extend her experience of information technology industry to the healthcare sector.
|
Other Directorships
|
1. Royal Philips N.V., Supervisory Board Member
|
Chairmanship
/
Membership of Committees in Companies in which position of Director is held
|
ICICI Bank limited
1. Board
Governance, Remuneration & Nomination Committee- Chairperson
2. Information
Technology Strategy Committee- Chairperson
3. Customer
Service Committee
4. Fraud
Monitoring Committee
Royal Philips NV
1. Audit
Committee
|
Relationship with other Directors, Managers and other Key Managerial Personnel of the Company
|
None
|
No. of equity shares held in the Company
(as on July 20, 2018)
|
Nil
|
No. of board meetings attended during the year
|
2
|
Terms and conditions of appointment or re-appointment including remuneration
|
Appointed
as Independent Director for a term of five years with effect from January 12,2018 to January 11, 2023 subject to
approval of shareholders. As an independent director, she is entitled to a sitting fee of Rs. 100,000 for each
meeting of the Board and Rs. 20,000 for each meeting of the IT Strategy Committee and Customer
Service Committee attended by her. She is also entitled to a profit linked commission of Rs.
1,000,000 per annum subject to availability of profits at the end of the year.
During
FY2018,she was paid Rs. 240,000 as sitting fees for her attendance at the Board and Committee meetings and is
entitled to be paid profit related commission of Rs. 216,438 (on pro-rata basis) for FY18.
|
3.
Mr. Uday Chitale
Name of the Director
|
Uday Chitale
|
Age
|
68 years
|
Date of first appointment on Board
|
The Board at its Meeting held on January 17,2018 approved the appointment of Mr. Uday Chitale as an Additional Independent Director of the Bank for five years with effect from January 17, 2018 to January 16, 2023 subject to the approval of shareholders.
|
Qualification
|
Bachelor of Commerce, Fellow Member
of The Institute of Chartered
Accountants of India
|
Brief resume including experience
|
Mr.
Uday Chitale was appointed on the Board of ICICI Bank in January, 2018. He is a Chartered Accountant with over 43 years’
standing and is Senior Partner of M. P. Chitale & Co. His professional experience encompasses auditing & assurance and
business/management advisory services to diverse mix of corporate clients including banking and financial institutions. Mr. Chitale
is also active in the field of arbitration and conciliation and passionately promotes and works for spreading awareness of ADR
to resolve commercial disputes. He is accredited mediator on the panel of experts of CEDR (UK). Mr. Chitale has served on the
boards of prominent companies and notably, he was a board member during ICICI Bank’s formative years during 1997- 2005.
He was also a director and VP-Asia Pacific of the global association of accounting firms, DFK International.
|
Expertise in specific functional areas
|
Mr. Chitale has experience in corporate auditing, commercial dispute resolution (mediation/conciliation and arbitration), business negotiations and valuation. He had been on the Board of ICICI Bank between August 21, 1997 to August 20, 2005. He is on the board of several companies including the Bank’s subsidiaries, ICICI Lombard General Insurance Company Limited and ICICI Prudential Pension Funds Management Company Limited.
|
Other Directorships
|
1. Axis
Mutual Fund Trustee Limited
2. ICICI
Prudential Pension Funds Management Company Limited
3. India
Infradebt Limited
4. ICICI
Lombard General Insurance Company Limited
5. Indian
Council for Dispute Resolution
|
Chairmanship/Membership of Committees in Companies in which position of Director is held
|
ICICI Bank Limited
1. Audit
Committee – Chairman
2. Customer
Service Committee
3. Fraud
Monitoring Committee
4. Stakeholders
Relationship Committee
Axis Mutual Fund trustee Limited
1. Audit
Committee
ICICI Prudential Pension Funds Management
company Limited
1. Board
Risk Management and Audit Committee
India Infradebt Limited
1. Audit
Committee – Chairman
2. Board
Nomination and Remuneration committee - Chairman
3. Corporate
Social Responsibility Committee
4. Risk
Management Committee
ICICI Lombard General insurance
company Limited
1. Audit
Committee
2. Corporate
Social Responsibility Committee - Chairman
3. Risk
Management Committee
4. Board
Nomination and Remuneration Committee - Chairman
|
Relationship with other Directors, Managers and other Key Managerial Personnel of the Company
|
None
|
No. of equity shares held in the Company
(as on July 20, 2018)
|
Nil
|
No.
of board meetings attended during the year
|
2
|
Terms
and conditions of appointment or re-appointment including remuneration
|
Appointed
as Independent Director for a term of five years with effect from January 17,2018 to January 16, 2023 subject to approval of shareholders.
As an
independent director, he is entitled to a sitting fee of Rs. 100,000 for each meeting of the Board, Rs. 50,000 for each
meeting of Audit Committee and Rs. 20,000 for each meeting of the Customer Service Committee, Fraud Monitoring Committee and
Stakeholders Relationship Committee attended by him. He is also entitled to a profit linked commission of Rs. 1,000,000 per
annum subject to availability of profits at the end of the year.
During
FY2018, he was paid Rs. 360,000 as sitting fees for his attendance at the Board and Committee meetings and is entitled to be
paid profit related commission of Rs. 202,740 (on a pro-rata basis) for FY18.
|
4. Mr. Radhakrishnan Nair
Name of the Director
|
Radhakrishnan Nair
|
Age
|
63 years
|
Date of first appointment on Board
|
The Board at its Meeting held on May 2, 2018 approved the appointment of Mr. Radhakrishnan Nair as an Additional Independent Director of the Bank for five years with effect from May 2,2018 to May 1,2023 subject to the approval of shareholders.
|
Qualification
|
MSc, LLB, MBA Financial Management, Diploma in Securities Law
|
Brief resume including experience
|
Mr. Radhakrishnan Nair, aged 63, holds degrees in Science, Securities Laws, Management and Law. He has around forty years of experience in the banking industry and in the field of securities and insurance regulation. He started his banking career with Corporation Bank in August 1976 and in 2003 he became General Manager, in charge of Recovery Management Division, Legal Service Division and Credit Risk Management Division and development of priority sector lending and regional rural banks. He has also served as the Managing Director of Corporation Bank Securities Limited. During his tenure at Corporation Bank, he was responsible for development of priority sector lending and regional rural bank which covered the areas of agriculture, small scale industry and other priority sector areas. In July 2005, he became an Executive Director at Securities and Exchange Board of India (SEBI), where he handled the Investment Management Department (mutual funds, venture capital funds and foreign venture capital investors), Corporate Debt Department, Economic and Policy Analysis Department, Office of Investor Assistance and Education and Surveillance. In March 2010,he joined Insurance Regulatory and Development Authority of India (IRDAI) as Member (Finance and Investment). During his tenure he ushered in new investment and accounting regulations for the life insurance and general insurance sectors. He was also involved in framing the new regulatory architecture for Unit Linked Insurance Plans and also chaired the committee on implementing IFRS and the new corporate governance framework for insurers.
|
Expertise in specific functional areas
|
Mr. Nair has special knowledge and practical experience in, inter alia, accountancy, agriculture and rural economy, banking, co-operation, economics and finance.
|
Other Directorships
|
1. ICICI
Securities Primary Dealership Limited
2. Touchstone
Regulatory Advisors Private Limited
3. ICICI
Prudential Life Insurance Company Limited
4. Inditrade
Microfinance Limited
5. Geojit
Financial Services Limited
6. JRG
Fincorp Limited
7. Inditrade
Housing Finance Limited
|
Chairmanship/Membership of Committees in Companies in which position of Director is held
|
ICICI Bank Limited
1. Audit
Committee
2. Corporate
Social Responsibility Committee - Chairman
3. Credit
Committee
ICICI Prudential Life insurance
company Limited
1. Board
Audit Committee
2. Board
Investment Committee
3. With
Profits Committee
4. Strategy
Committee - Chairman
ICICI Securities Primary Dealership
Limited
1. Risk
Management Committee – Chairman
|
Relationship with other Directors, Managers and other Key Managerial Personnel of the Company
|
None
|
No. of equity shares held in the Company
(as on July 20, 2018)
|
Nil
|
No. of board meetings attended during the year
|
Not applicable
|
Terms and conditions of appointment or re-appointment including remuneration
|
Appointed
as Independent Director for a term of five years with effect from May 2, 2018 to May 1, 2023 subject to approval of shareholders.
As an independent director, he is entitled to a sitting fee of Rs. 100,000 for each meeting of the Board, Rs. 50,000 for each
meeting of Audit Committee and Rs. 20,000 for each meeting of the Corporate Social Responsibility Committee and Credit Committee
attended by him. He is also entitled to a profit linked commission of Rs. 1,000,000 per annum subject to availability of profits
at the end of the year.
|
5. Mr.
M. D. Mallya
Name of the Director
|
M. D. Mallya
|
Age
|
65 years
|
Date of first appointment on Board
|
The Board at its Meeting held on May 29, 2018 approved the appointment of Mr. M. D. Mallya as an Additional Independent Director of the Bank for five years with effect from May 29, 2018 to May 28, 2023 subject to the approval of shareholders.
|
Qualification
|
B.E., PGDM
|
Brief resume including experience
|
Mr. M. D. Mallya,
aged 65 years is Ex-Chairman and Managing Director of Bank of Baroda_ Prior to joining Bank of Baroda, he was the Chairman &
Managing Director of Bank of Maharashtra. He started his banking career from Corporation Bank in August 1976. In a career spanning
over 36 years, he acquired a rich experience in banking at various positions and assignments. His tenure as Executive Director
of Oriental Bank of Commerce (OBC) was marked by several new initiatives and providing leadership inputs, the merger of erstwhile
Global Trust Bank with OBC etc.
Under the able and dynamic
leadership of Mr. M. D. Mallya, as Chairman & Managing Director, Bank of Maharashtra had made rapid strides in all its spheres
of activities, like business growth, technology, HR, organisational restructuring, etc.
During the working
tenure Mr. M. D. Mallya had been associated with various committees of Indian Banks' Association (IBA) and National Institute of
Bank Management (NIBM),Pune like- Member of the Managing Committee of IBA and Standing Committee on Legal and Banking Operations
of IBA, Member of the Governing Board of NIBM, Finance Committee of NIBM and Campus Committee of NIBM, Member of the Governing
Council of Indian Institute of Banking and Finance & Member of the Governing Council of Institute of Banking Personnel Selection.
|
Expertise in specific functional areas
|
Mr.
Mallya has been actively involved in lending to the rural sector during his long association with the banks where he was serving,
and also as a representative of the banks as Chairman of IBA interacting with the Government and the RBI. The engagement during
Mr. Mallya's association in the banks at Board level provided him an immense opportunity to understand the changing sectoral dimensions
of credit in the rural sector. He was thus able to work extensively in bringing the rural population to the formal banking fold
harnessing the benefits of technology coupled with developing dedicated field force. Increased thrust in setting up of vocational
training centres in rural areas to impart skills to the educated unemployed youth and monitoring their settlement proved to be
a great success.
The extensive
work in rural development activities was recognised by the Government and other bodies and the bank was considered as one of the
prominent institutions in playing a critical role in rural development.
Mr.
Mallya has also engaged extensively with the Government as IBA Chairman in consolidation of Regional Rural Banks (RRBs),their capitalisation,
technology upgradation etc. This resulted in a turnaround in the performance of most of the RR Bs. He has also played a pivotal
role in actively involving and also executing policy framework and overall development of the Agricultural sector.
|
Other Directorships
|
1. Emami Limited
2. Seven Islands Shipping Limited
3. lnterglobe Aviation Limited
4. Coffee Day Enterprises Limited
5. Milestone Capital Advisors Limited
6. CFM Asset Reconstruction Private
Limited
7. Tata Capital Financial
Services Limited
|
Chairmanship/Membership of Committees in Companies in which position of Director is held
|
ICICI Bank Limited
1. Credit
Committee
2. Customer
Services Committee – Chairman
3. Risk
Committee
4. Stakeholders
Relationship Committee - Chairman
Interglobe Aviation Limited
1. Audit
Committee – Chairman
Seven islands Shipping Limited
1. Audit
Committee - Chairman
2. Nomination
and Remuneration Committee – Chairman
CFM Asset Reconstruction Private
Limited
1. Audit
Committee
Tata capital Financial Services
Limited
1. Nomination
and Remuneration Committee – Chairman
|
Relationship with other Directors, Managers and other Key Managerial Personnel of the Company
|
None
|
No. of equity shares held in the Company
(as on July 20, 2018)
|
Nil
|
No. of board meetings attended during the year
|
Not applicable
|
Terms and conditions of appointment or re-appointment including remuneration
|
Appointed as Independent Director for a term of five years with effect from May 29, 2018 to May 28, 2023 subject to approval of shareholders. As an independent director, he is entitled to a sitting fee of Rs. 100,000 for each meeting of the Board, Rs. 20,000 for each meeting of Credit Committee attended by him. He is also entitled to a profit linked commission of Rs. 1,000,000 per annum subject to availability of profits at the end of the year.
|
6. Mr.
Girish Chandra Chaturvedi
Name of the Director
|
Girish Chandra Chaturvedi
|
Age
|
65 years
|
Date of first appointment on Board
|
The Board
at its Meeting held on June 29, 2018 approved the appointment of Mr. Girish Chaturvedi as Additional Independent Director of the
Bank for three years with effect from July 1, 2018 to June 30, 2021 subject to the approval of shareholders.
The
Board at the above Meeting also approved the appointment of Mr. Chaturvedi as non-executive part time Chairman with effect from
July 1, 2018 or the date of RBI approval whichever is later till June 30, 2021. RBI has granted its approval on July 17, 2018.
|
Qualification
|
M.Sc. (Social Policy and Planning in Developing Countries), London School of Economics, University of London, United Kingdom; M.Sc. (Physics), University of Allahabad
|
Brief resume including experience
|
Mr_ Girish Chaturvedi
is currently the Chairman and Member, Warehousing Development and Regulatory Authority of India (post retirement from the Indian
Administrative Service)_ He has served in Government of India at various levels (Secretary, Additional Secretary, Joint Secretary)
across a number of sectors, including Banking, Insurance, Pension, Health, Family Welfare and Petroleum and Natural Gas.
Mr.
Chaturvedi held key positions of Secretary Ministry of Petroleum and Natural Gas, Special Director General (Finance & Accounts)
0rganising Committee Commonwealth Games, Ministry of Youth Affairs and Sports, Additional/Joint Secretary, Department of Financial
Services, Ministry of Finance and Additional Secretary & Mission Director, National Rural Health Mission, Ministry of Health
& Family Welfare during his tenure.
Mr.
Chaturvedi had also served in the State Government of Uttar Pradesh in various capacities at important positions, including, Secretary
to Chief Minister, Secretary Family Welfare, Additional CEO Greater NO IDA Industrial Development Authority, Trade Tax Commissioner,
Managing Director UP State Spinning Company and District Magistrate
/
Collector
at Muzaffarnagar, Saharanpur and Meerut.
|
Expertise in specific functional areas
|
Mr. Chaturvedi served as Chairman of Pension Fund Regulatory & Development Authority, Petronet LNG Ltd, Indian Strategic Petroleum Reserves Ltd and Oil Industries Development Board. He had also served as Director (Government Nominee) on the Boards of Canara Bank, Bank of Baroda, lOBI Bank Ltd, IDFC Ltd, GIC Re of India, New India Assurance Co. Ltd, United India Insurance Co. Ltd, Agriculture Insurance Co. of India, Institute of Banking Personnel Selection and National Insurance Academy.
|
Other Directorships
|
None
|
Chairmanship
/
Membership of Committees in Companies in which position of Director is held
|
ICICI Bank Limited
1. Board
Governance, Remuneration & Nomination Committee
|
Relationship with other Directors, Managers and other Key Managerial Personnel of the Company
|
None
|
No. of equity shares held in the Company
(as on July 20, 2018)
|
Nil
|
No. of board meetings attended during the year
|
Not applicable
|
Terms and conditions of appointment
or re-appointment including remuneration
|
Appointed as Independent
Director for a term of three years with effect from July 1, 2018 to June 30, 2021 subject to approval of shareholders. As an independent
director, he is entitled to a sitting fee of Rs. 100,000 for each meeting of the Board.
As a non-executive
Chairman he will be entitled to a remuneration of Rs. 3,500,000 per annum for the first year till June 30, 2019, Rs. 4,000,000
per annum for second year till June 30, 2020 and Rs. 4,500,000 per annum for third year till June 30, 2021 subject to such remuneration
being approved by RBI.
He will also
be entitled to maintenance of a Chairman’s office at the Bank’s expense, free use of Bank’s car for official
purposes, bearing of expenses by the Bank for travel on official visits and participation in various forums (both in India and
abroad) as Chairman of the Bank and bearing of travel/halting/other expenses & allowances by the Bank for attending to his
duties as Chairman of the Bank.
|
7. Mr. Sandeep Bakhshi
Name of the Director
|
Sandeep Bakhshi
|
Age
|
58 years
|
Date of first appointment on Board
|
The Board at its Meeting held on June 18, 2018 approved the appointment of Mr. Sandeep Bakhshi as wholetime Director and Chief Operating Officer (Designate).
|
Qualification
|
Bachelor of Mechanical Engineering, Post Graduate Degree in Management
|
Brief resume including experience
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Mr. Sandeep Bakhshi has been the Managing Director & CEO, of ICICI Prudential Life Insurance Company, since August 1, 2010. During his tenure, ICICI Prudential Life Insurance Co. has been a leading private life insurance company in the country. Prior to this role, Mr. Bakhshi was the Deputy Managing Director of ICICI Bank. In this role he headed the retail and subsequently the wholesale business at the Bank. Before moving to the Bank, Mr. Bakhshi was the MD & CEO of ICICI Lombard General Insurance. Under his leadership, ICICI Lombard grew to be a leading private general insurance company in the country. Mr. Bakhshi has extensive experience of leading both corporate and retail businesses across ICICI Group. He started his career with ICICI Ltd. in 1986. He looked after the corporate clients for the Northern and Eastern regions of ICICI Limited before joining ICICI Lombard in 2002. His work responsibilities included business development, project appraisals, project monitoring and business re-structuring.
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Expertise in specific functional areas
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Mr. Bakhshi is responsible for handling all the businesses and corporate centre functions at the Bank.
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Other Directorships
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1. ICICI
Prudential Life Insurance Company Limited
2. ICICI
Prudential Pension Funds Management Company Limited
3. ICICI
Prudential Asset Management Company Limited
4. ICICI
Lombard General Insurance Company Limited
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Chairmanship/Membership of Committees in Companies in which position of Director is held
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None
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Relationship with other Directors, Managers and other Key Managerial Personnel of the Company
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None
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No. of equity shares held in the Company
(as on July 20, 2018)
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452,805 equity shares
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No. of board meetings attended during the year
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Not applicable
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Terms and conditions of appointment or re-appointment including remuneration
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Wholetime Director liable to retire by rotation. Terms of remuneration would be as approved by RBI and shareholders from time to time.
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By Order of the Board
P.Sanker
Senior
General Manager (Legal)
& Company Secretary
July 27, 2018
Mumbai
CIN: L65190GJ1994PLC021012
Website:
www.icicibank.com
E-mail: investor@icicibank.com
Registered
Office:
ICICI Bank Tower
Near Chakli Circle,
Old Padra Road
Vadodara
390 007
Phone:0265-6722286
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Corporate
Office:
ICICI Bank Towers
Bandra-Kurla Complex
Mumbai 400 051
Phone: 022-26538900
Fax: 022-26531230
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MAP SHOWING LOCATION OF THE
VENUE OF THE TWENTY-FOURTH ANNUAL GENERAL MEETING OF ICICI BANK LIMITED
Venue:
Sir Sayajirao Nagargruh,
Vadodara Mahanagar Seva Sadan,
Near
GEB Colony, Old Padra Road, Akota,
Vadodara – 390 020
Landmark:
Next to Galleria Mall
Item 2
ICICI Bank Limited
CIN:
L65190GJ1994PLC021012
Registered
Office: ICICI Bank Tower, Near Chakli Circle, Old Padra Road, Vadodara 390 007, Gujarat, Phone: 0265-6722239
Corporate
Office: ICICI Bank Towers, Bandra-Kurla Complex, Mumbai 400 051, Phone: 022-26538900, Fax: 022-26531230
Website:
www.icicibank.com
,
E-mail:
investor@icicibank.com
Notice to
American Depositary Shares (“ADS”) Holders
Notice to ADS Holders
The attached
is being provided by ICICI Bank Limited (the “Bank”) FOR INFORMATIONAL PURPOSES ONLY and is not to be construed, and
does not purport to be, an offer to sell or solicitation of an offer to buy any securities.
Deutsche
Bank Trust Company Americas, the Depositary (the “Depositary”), has not reviewed the enclosed, and expressly disclaims
any responsibility for, and does not make any recommendation with respect to, the Bank or the matters and/or transactions described
or referred to in the enclosed documentation. Furthermore, neither the Depositary nor any of its officers, employees, directors,
agents or affiliates controls, is responsible for, endorses, adopts, or guarantees the accuracy or completeness of any information
provided at the Bank's request or otherwise made available by the Bank and none of them are liable or responsible for any information
contained therein.
Registered
Holders have no voting rights with respect to the Shares or other Deposited Securities represented by their American Depositary
Shares. The instructions of Registered Holders shall not be obtained with respect to the voting rights attached to the Shares
or other Deposited Securities represented by their respective ADSs. In accordance with the Governmental Approval, the Depositary
is required, at the direction of the Board of Directors of the Bank (the “Board”), to vote as directed by the Board.
The matters
referred to in the attached are being made with respect to the securities of an Indian company. The proposed action is subject
to the disclosure requirements of India, which are different from those of the United States.
It may be
difficult for you to enforce your rights and any claim you may have arising under the U.S. federal securities laws, since the
issuer is located in India, and some or all of its officers and directors may be residents of India. You may not be able to sue
an Indian company or its officers or directors in an Indian court for violations of the U.S. securities laws. It may be difficult
to compel an Indian company and its affiliates to subject themselves to a U.S. court's judgment.
Capitalized
terms used in this notice but not defined herein shall have the meanings ascribed to them in the Deposit Agreement, dated as of
March 31, 2000 (as amended) between the Bank, the Depositary and all Registered Holders and Beneficial Owners from time to time
of Receipts issued thereunder.
For
further press queries please call Sujit Ganguli / Kausik Datta at 91-22-2653 8525 / 91-22-2653 7026 or e-mail at corporate.communications@icicibank.com.
For
investor queries please call Anindya Banerjee / Sonal Bagaria at 91-22-2653 7131 / 91-22-4008 6124 or email at ir@icicibank.com.
1
crore = 10 million
US$
amounts represent convenience translations at US$1= Rs. 65.18
SIGNATURE
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 authorised.
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For ICICI Bank Limited
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Date:
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August 1,
2018
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By:
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/s/ Vivek Ranjan
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Name :
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Mr. Vivek Ranjan
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Title :
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Chief Manager
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