|
☐
|
REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES
|
|
EXCHANGE ACT OF 1934
|
|
☒
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
|
|
ACT OF 1934
|
|
For the fiscal year ended March 31, 2014.
|
|
☐
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
|
|
ACT OF 1934
|
|
For the transition period from to .
|
|
☐
|
SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
|
|
EXCHANGE ACT OF 1934
|
|
Date of event requiring this shell company report
|
Title of each class
|
Name of each exchange on which registered
|
Equity Shares of ICICI Bank Limited(1)
|
New York Stock Exchange
|
American Depositary Shares, each representing two Equity Shares of ICICI Bank Limited, par value
Rs. 10 per share
|
New York Stock Exchange
|
(1)
|
Not for trading, but only in connection with the registration of American Depositary Shares representing such Equity Shares pursuant to the requirements of the Securities and Exchange Commission.
|
Form 20-F
|
Item Number and Caption
|
Location
|
|||
Part – I
|
|||||
1
|
Identity of Directors, Senior Management and Advisers
|
Not applicable
|
|||
2
|
Offer Statistics and Expected Timetable
|
Not applicable
|
|||
3
|
Key Information
|
Selected Consolidated Financial and Operating Data
|
110
|
||
Exchange Rates
|
3
|
||||
Risk Factors
|
8
|
||||
4
|
Information on the Company
|
Business
|
36
|
||
Operating and Financial Review and Prospects
|
115
|
||||
Overview of the Indian Financial Sector
|
217
|
||||
Supervision and Regulation
|
229
|
||||
Business—Subsidiaries, Associates and Joint Ventures
|
96
|
||||
Business—Properties
|
104
|
||||
Schedule 18B Note 5 in Notes to Consolidated Financial Statements
|
F-58
|
||||
4A
|
Unresolved Staff Comments
|
None
|
|||
5
|
Operating and Financial Review and Prospects
|
Operating and Financial Review and Prospects
|
115
|
||
Business—Risk Management
|
56
|
||||
Business—Funding
|
53
|
||||
6
|
Directors, Senior Management and Employees
|
Management
|
201
|
||
Business—Employees
|
103
|
||||
7
|
Major Shareholders and Related Party Transactions
|
Business—Shareholding Structure and Relationship with the Government of India
|
38
|
||
Operating and Financial Review and Prospects—Related Party Transactions
|
188
|
||||
Management—Compensation and Benefits to Directors and Officers—Loans
|
215
|
||||
Schedule 18. Note 3 in Notes to Consolidated Financial Statements
|
F-40
|
||||
8
|
Financial Information
|
Report of Independent Registered Public Accounting Firm
|
F-2
|
Form 20-F
|
Item Number and Caption
|
Location
|
|||
Consolidated Financial Statements and the Notes thereto
|
F-5
|
||||
Operating and Financial Review and Prospects—Executive Summary
|
115
|
||||
Business—Legal and Regulatory Proceedings
|
104
|
||||
Dividends
|
271
|
||||
9
|
The Offer and Listing
|
Market Price Information
|
5
|
||
10
|
Additional Information
|
Additional Information
|
279
|
||
Exchange Controls
|
266
|
||||
Taxation
|
272
|
||||
Restriction on Foreign Ownership of Indian Securities
|
268
|
||||
Dividends
|
271
|
||||
Business—Subsidiaries, Associates and Joint Ventures
|
96
|
||||
11
|
Quantitative and Qualitative Disclosures About Market Risk
|
Business—Risk Management—Quantitative and Qualitative Disclosures About Market Risk
|
63
|
||
12
|
Description of Securities Other than Equity Securities
|
Business—American Depository Receipt Fees and Payments
|
108
|
||
Part – II
|
|||||
13
|
Defaults, Dividend Arrearages and Delinquencies
|
Not applicable
|
|||
14
|
Material Modifications to the Rights of Security Holders and Use of Proceeds
|
Not applicable
|
|||
15
|
Controls and Procedures
|
Business—Risk Management—Controls and Procedures
|
78
|
||
16
|
[Reserved]
|
Not applicable
|
|||
16A
|
Audit Committee Financial Expert
|
Management—Corporate Governance—Audit Committee
|
207
|
||
16B
|
Code of Ethics
|
Management—Corporate Governance—Code of Ethics
|
209
|
||
16C
|
Principal Accountant Fees and Services
|
Management—Corporate Governance—Principal Accountant Fees and Services
|
210
|
Form 20-F
|
Item Number and Caption
|
Location
|
|||
16D
|
Exemptions from the Listing Standards for Audit Committees
|
Not applicable
|
|||
16E
|
Purchases of Equity Securities by the Issuer and Affiliated Purchasers
|
Business—Shareholding Structure and Relationship with the Government of India
|
38
|
||
16F
|
Change in Registrant’s Certifying Accountant
|
Not applicable
|
|||
16G
|
Corporate Governance
|
Management—Summary Comparison of Corporate Governance Practices
|
210
|
||
Part – III
|
|||||
17
|
Financial Statements
|
See Item 18
|
|||
18
|
Financial Statements
|
Report of Independent Registered Public Accounting Firm
|
F-2
|
||
Consolidated Financial Statements and the Notes Thereto
|
F-5
|
||||
19
|
Exhibits
|
Exhibit Index and Attached Exhibits
|
Exh-1
|
Fiscal Year
|
Period End(1)
|
Average(1),(2)
|
||||||
2010
|
44.95 | 47.18 | ||||||
2011
|
44.54 | 45.46 | ||||||
2012
|
50.89 | 48.01 | ||||||
2013
|
54.52 | 54.48 | ||||||
2014
|
60.00 | 60.76 | ||||||
2015 (through June 30, 2014)
|
60.06 | 59.81 |
Month
|
High
|
Low
|
||||||
March 2013
|
54.92 | 54.06 | ||||||
April 2013
|
54.91 | 53.68 | ||||||
May 2013
|
56.50 | 53.65 | ||||||
June 2013
|
60.70 | 56.43 | ||||||
July 2013
|
60.80 | 59.01 | ||||||
August 2013
|
68.80 | 60.34 | ||||||
September 2013
|
67.71 | 61.68 | ||||||
October 2013
|
62.46 | 61.09 | ||||||
November 2013
|
63.73 | 61.74 | ||||||
December 2013
|
62.38 | 60.87 | ||||||
January 2014
|
63.09 | 61.45 | ||||||
February 2014
|
62.63 | 61.78 | ||||||
March 2014
|
62.17 | 59.89 | ||||||
April 2014
|
61.17 | 59.86 | ||||||
May 2014
|
60.21 | 58.30 | ||||||
June 2014
|
60.32 | 59.15 |
(1)
|
The exchange rate at each period end and the average rate for each period differed from the exchange rates used in the preparation of our financial statements.
|
(2)
|
Represents the average of the exchange rate on the last day of each month during the period.
|
|
·
|
The reported high and low closing prices quoted in rupees for our equity shares on the NSE; and
|
|
·
|
The reported high and low closing prices for our equity shares, translated into U.S. dollars, based on the exchange rate as set forth in the H.10 statistical release of the Federal Reserve Board, on the last business day of each period presented.
|
Price per equity share(1)
|
||||||||||||||||
High
|
Low
|
High
|
Low
|
|||||||||||||
Annual prices:
|
||||||||||||||||
Fiscal 2010
|
Rs. |
963.65
|
Rs. |
349.35
|
US$ | 21.44 | US$ | 7.77 | ||||||||
Fiscal 2011
|
1,273.35 | 809.35 | 28.59 | 18.17 | ||||||||||||
Fiscal 2012
|
1,126.85 | 653.40 | 22.14 | 12.84 | ||||||||||||
Fiscal 2013
|
1,212.70 | 781.70 | 22.24 | 14.34 | ||||||||||||
Fiscal 2014
|
1,259.20 | 783.55 | 20.99 | 13.06 | ||||||||||||
Quarterly prices:
|
||||||||||||||||
Fiscal 2013:
|
||||||||||||||||
First Quarter
|
Rs. |
908.20
|
Rs. |
781.70
|
US$ | 16.34 | US$ | 14.07 | ||||||||
Second Quarter
|
1,070.95 | 879.65 | 20.24 | 16.62 | ||||||||||||
Third Quarter
|
1,148.95 | 1,018.30 | 20.94 | 18.56 | ||||||||||||
Fourth Quarter
|
1,212.70 | 1,001.55 | 22.24 | 18.37 | ||||||||||||
Fiscal 2014:
|
||||||||||||||||
First Quarter
|
Rs. | 1,231.95 | Rs. | 989.10 | US$ | 20.70 | US$ | 16.62 | ||||||||
Second Quarter
|
1,079.10 | 783.55 | 17.24 | 12.52 | ||||||||||||
Third Quarter
|
1,201.70 | 910.75 | 19.41 | 14.71 | ||||||||||||
Fourth Quarter
|
1,259.20 | 958.05 | 20.99 | 15.97 | ||||||||||||
Fiscal 2015:
|
||||||||||||||||
First Quarter | Rs. |
1,492.20
|
Rs. |
1,209.15
|
US$ | 24.85 | US$ | 20.13 | ||||||||
Monthly prices: | ||||||||||||||||
March 2013
|
Rs. |
1,139.30
|
Rs. |
1,001.55
|
US$ | 20.90 | US$ | 18.37 | ||||||||
April 2013
|
1,177.35 | 989.10 | 21.93 | 18.43 | ||||||||||||
May 2013
|
1,231.95 | 1,129.95 | 21.80 | 20.00 | ||||||||||||
June 2013
|
1,154.60 | 1,026.85 | 19.40 | 17.25 | ||||||||||||
July 2013
|
1,079.10 | 909.05 | 17.76 | 14.96 | ||||||||||||
August 2013
|
914.20 | 796.35 | 13.91 | 12.12 | ||||||||||||
September 2013
|
1,036.25 | 783.55 | 16.56 | 12.52 | ||||||||||||
October 2013
|
1,120.95 | 910.75 | 18.19 | 14.78 | ||||||||||||
November 2013
|
1,133.45 | 1,012.75 | 18.17 | 16.23 | ||||||||||||
December 2013
|
1,201.70 | 1,063.50 | 19.41 | 17.18 | ||||||||||||
January 2014
|
1,097.70 | 974.55 | 17.53 | 15.56 | ||||||||||||
February 2014
|
1,043.85 | 958.05 | 16.90 | 15.51 | ||||||||||||
March 2014
|
1,259.20 | 1,029.80 | 20.99 | 17.16 | ||||||||||||
April 2014
|
1,299.55 | 1,209.15 | 21.58 | 20.08 | ||||||||||||
May 2014
|
1,468.40 | 1,252.40 | 24.82 | 21.17 | ||||||||||||
June 2014
|
1,492.20 | 1,384.65 | 24.85 | 23.05 |
(1)
|
Data from the NSE. The prices quoted on the BSE may be different.
|
Price per ADS
|
||||||||
High
|
Low
|
|||||||
Annual prices:
|
||||||||
Fiscal 2010
|
US$ | 43.43 | US$ | 14.36 | ||||
Fiscal 2011
|
57.57 | 34.85 | ||||||
Fiscal 2012
|
50.67 | 24.43 | ||||||
Fiscal 2013
|
47.76 | 27.99 | ||||||
Fiscal 2014
|
48.39 | 25.46 | ||||||
Quarterly prices:
|
||||||||
Fiscal 2013:
|
||||||||
First Quarter
|
US$ | 35.80 | US$ | 27.99 | ||||
Second Quarter
|
40.15 | 32.34 | ||||||
Third Quarter
|
44.91 | 37.36 | ||||||
Fourth Quarter
|
47.76 | 40.12 | ||||||
Fiscal 2014:
|
||||||||
First Quarter
|
US$ | 48.39 | US$ | 37.29 | ||||
Second Quarter
|
38.96 | 25.46 | ||||||
Third Quarter
|
40.48 | 30.50 | ||||||
Fourth Quarter
|
43.96 | 30.98 | ||||||
Fiscal 2015:
|
||||||||
First Quarter
|
US$ | 52.24 | US$ | 42.67 | ||||
Monthly prices:
|
||||||||
March 2013
|
US$ | 45.15 | US$ | 40.12 | ||||
April 2013
|
46.82 | 38.98 | ||||||
May 2013
|
48.39 | 44.97 | ||||||
June 2013
|
44.25 | 37.29 | ||||||
July 2013
|
38.96 | 32.78 | ||||||
August 2013
|
33.06 | 25.46 | ||||||
September 2013
|
34.77 | 25.49 | ||||||
October 2013
|
37.32 | 30.50 | ||||||
November 2013
|
37.53 | 32.92 | ||||||
December 2013
|
40.48 | 34.80 | ||||||
January 2014
|
36.78 | 32.00 | ||||||
February 2014
|
35.68 | 30.98 | ||||||
March 2014
|
43.96 | 35.40 | ||||||
April 2014
|
44.78 | 42.67 | ||||||
May 2014
|
52.16 | 42.71 | ||||||
June 2014
|
52.24 | 48.65 |
Percentage of Total Equity Shares Outstanding
|
Number of Equity Shares Held
|
|||||||
Government Controlled Shareholders:
|
||||||||
Life Insurance Corporation of India
|
8.3 | % | 95,969,997 | |||||
General Insurance Corporation of India and government-owned general insurance companies
|
1.8 | 20,969,963 | ||||||
UTI and UTI Mutual Fund
|
0.9 | 9,950,471 | ||||||
Other government-controlled institutions, mutual funds, corporations and banks
|
0.0 | 634,275 | ||||||
Total government-controlled shareholders
|
11.0 | 127,524,706 | ||||||
Other Indian investors:
|
||||||||
Individual domestic investors(1),(2)
|
4.9 | 56,785,349 | ||||||
Mutual funds and banks (other than government-controlled mutual funds and banks) (2)
|
7.4 | 85,151,076 | ||||||
Other Indian corporations and others(2)
|
7.2 | 83,205,876 | ||||||
Total other Indian investors
|
19.5 | 225,142,301 | ||||||
Total Indian investors
|
30.5 | 352,667,007 | ||||||
Foreign investors:
|
||||||||
Deutsche Bank Trust Company Americas, as depositary for ADS holders
|
29.1 | 336,713,170 | ||||||
Dodge And Cox International Stock Fund
|
3.6 | 42,074,757 | ||||||
Europacific Growth Fund
|
2.7 | 31,318,399 | ||||||
Carmignac Gestion A\C Carmignac Patrimoine
|
1.6 | 18,256,935 | ||||||
Centaura Investments (Mauritius) PTE Ltd
|
1.2 | 13,809,852 | ||||||
Aberdeen Global Indian Equity (Mauritius) Limited
|
1.1 | 12,420,000 | ||||||
Other foreign institutional investors, foreign banks, overseas corporate bodies, foreign companies, foreign nationals, foreign institutional investors and non-resident Indians(2)
|
30.2 | 348,751,609 | ||||||
Total foreign investors
|
69.5 | 803,344,722 | ||||||
Total
|
100.0 | 1,156,011,729 |
(1)
|
Executive officers and directors (including non-executive directors) as a group held about 0.08% of ICICI Bank’s equity shares at June 30, 2014.
|
(2)
|
No single shareholder in this group owned 5.0% or more of ICICI Bank’s equity shares as of this date.
|
|
·
|
focus on opportunities for sustainable profitable growth by:
|
|
·
|
enhancing our retail and corporate franchise
|
|
·
|
maintaining the proportion of current and savings account and retail term deposits in our domestic deposit base;
|
|
·
|
building a rural & inclusive banking franchise; and
|
|
·
|
strengthening our insurance, asset management and securities businesses;
|
|
·
|
emphasize conservative risk management practices;
|
|
·
|
use technology for competitive advantage; and
|
|
·
|
attract and retain talented professionals.
|
At March 31, | ||||||||||||||||||||
2012
|
2013
|
2014
|
2014
|
2014
|
||||||||||||||||
(Rs. in billions)
|
(% share)
|
(US$ in millions)
|
||||||||||||||||||
Home loans
|
Rs. |
638.3
|
Rs. |
744.6
|
Rs. |
891.1
|
55.0 | % | US$ |
14,852
|
||||||||||
Automobile loans
|
94.7 | 115.9 | 155.1 | 9.6 | 2,586 | |||||||||||||||
Commercial business loans
|
180.7 | 151.2 | 125.3 | 7.7 | 2,088 | |||||||||||||||
Business banking(1)
|
47.3 | 44.7 | 57.8 | 3.5 | 962 | |||||||||||||||
Others(2),(3)
|
119.5 | 139.1 | 268.5 | 16.6 | 4,475 | |||||||||||||||
Total secured retail finance portfolio
|
1,080.5 | 1,195.5 | 1,497.8 | 92.4 | % | 24,963 | ||||||||||||||
Personal loans
|
29.6 | 31.8 | 46.9 | 2.9 | 782 | |||||||||||||||
Business banking(1)
|
25.8 | 22.7 | 25.4 | 1.6 | 422 | |||||||||||||||
Credit card receivables
|
46.0 | 36.4 | 36.2 | 2.2 | 603 | |||||||||||||||
Others(2)
|
2.0 | 3.8 | 15.0 | 0.9 | 251 | |||||||||||||||
Total unsecured retail finance portfolio
|
103.4 | 94.7 | 123.5 | 7.6 | % | 2,058 | ||||||||||||||
Total retail finance portfolio
|
Rs. 1,183.9
|
Rs. 1,290.2
|
Rs. 1,621.3
|
100.0 | % |
US$27,021
|
(1)
|
Includes dealer financing and small ticket loans to small businesses.
|
(2)
|
Includes rural loans and loans against securities.
|
(3)
|
Includes loans against foreign currency non-resident (bank) deposits of Rs. 82.4 billion at March 31, 2014.
|
|
·
|
Foreign Exchange Products
|
|
·
|
Derivatives
|
|
·
|
Remittance services: Remittances into India were US$ 70.0 billion in calendar year 2014, with India being the largest remittance receiving country in the world. We recognized the remittance opportunity early on in the decade and started offering a host of remittance services tailored to meet the needs of diverse customer segments. To facilitate easy transfer of funds to India, we offer a suite of online as well as offline money transfer services that enable non-resident Indians from across 50 countries worldwide to send money to any beneficiary in India with a wide choice of delivery channels including electronic transfers to accounts with over 100,000 bank branches in India. With partnerships with over 200 correspondent banks and exchange houses worldwide, ICICI Bank is a significant participant in facilitating cross-border remittance flows into India.
|
|
·
|
TradeWay: An Internet-based document collection product to provide correspondent banks access to real-time online information on the status of their export bills collections routed through us.
|
|
·
|
Remittance Tracker: An Internet-based application that allows a correspondent bank to check on the status of its payment instructions and to get various information reports online.
|
|
·
|
Offshore banking deposits: Multi-currency deposit products in U.S. dollar, pound sterling and euro.
|
|
·
|
Foreign currency non-resident deposits: Foreign currency deposits offered in nine main currencies —U.S. dollar, pound sterling, euro, yen, Canadian dollar, Singapore dollar, Australian dollar, Hong Kong dollar and Swiss franc.
|
|
·
|
Non-resident external fixed deposits: Deposits maintained in Indian rupees.
|
|
·
|
Non-resident external savings account: Savings accounts maintained in Indian rupees.
|
|
·
|
Non-resident ordinary savings accounts and non-resident ordinary fixed deposits.
|
At March 31, 2014
|
||||||||
Number of branches and extension counters
|
% of total
|
|||||||
Metropolitan
|
935 | 24.9 | % | |||||
Urban
|
865 | 23.0 | % | |||||
Semi-urban
|
1,114 | 29.7 | % | |||||
Rural
|
839 | 22.4 | % | |||||
Total branches and extension counters
|
3,753 | 100.0 | % |
At March 31, 2012
|
||||||||||||||||
Amortized cost
|
Gross
unrealized gain
|
Gross
unrealized loss
|
Fair value
|
|||||||||||||
(in millions)
|
||||||||||||||||
Corporate debt securities
|
Rs. |
242,284
|
Rs. |
3,741
|
Rs. |
(3,265
|
) | Rs. |
242,760
|
|||||||
Government securities
|
227,890 | 250 | (381 | ) | 227,760 | |||||||||||
Other securities(1)
|
11,186 | 523 | (88 | ) | 11,621 | |||||||||||
Total debt investments
|
481,360 | 4,514 | (3,734 | ) | 482,141 | |||||||||||
Equity shares
|
29,646 | 5,626 | (6,659 | ) | 28,613 | |||||||||||
Other investments(2)
|
69,512 | 2,029 | (8,734 | ) | 62,808 | |||||||||||
Total
|
Rs.580,518
|
Rs.12,169
|
Rs.(19,127)
|
Rs.573,562
|
(1)
|
Includes credit linked notes.
|
(2)
|
Includes preference shares, mutual fund units, venture fund units and security receipts.
|
At March 31, 2013
|
||||||||||||||||
Amortized cost
|
Gross
unrealized gain
|
Gross
unrealized loss
|
Fair value
|
|||||||||||||
(in millions)
|
||||||||||||||||
Corporate debt securities
|
Rs. |
169,497
|
Rs. |
3,533
|
Rs. |
(505
|
) | Rs. |
172,525
|
|||||||
Government securities
|
205,050 | 432 | (152 | ) | 205,330 | |||||||||||
Other securities(1)
|
94,512 | 708 | (1,119 | ) | 94,101 | |||||||||||
Total debt investments
|
469,059 | 4,673 | (1,776 | ) | 471,956 | |||||||||||
Equity shares
|
38,374 | 7,789 | (8,090 | ) | 38,073 | |||||||||||
Other investments(2)
|
37,564 | 2,413 | (6,644 | ) | 33,333 | |||||||||||
Total
|
Rs.544,997
|
Rs.14,875
|
Rs. (16,510)
|
Rs.543,362
|
(1)
|
Includes credit linked notes.
|
(2)
|
Includes preference shares, mutual fund units, venture fund units and security receipts.
|
At March 31, 2014
|
||||||||||||||||
Amortized cost
|
Gross
unrealized gain
|
Gross
unrealized loss
|
Fair value
|
|||||||||||||
(in millions)
|
||||||||||||||||
Corporate debt securities
|
Rs. |
117,214
|
Rs. |
2,260
|
Rs. |
(1,909
|
) | Rs. |
117,565
|
|||||||
Government securities
|
202,088 | 745 | (535 | ) | 202,298 | |||||||||||
Other securities
|
139,277 | 1,789 | (829 | ) | 140,237 | |||||||||||
Total debt investments
|
458,579 | 4,794 | (3,273 | ) | 460,100 | |||||||||||
Equity shares
|
38,307 | 12,176 | (6,999 | ) | 43,484 | |||||||||||
Other investments(1)
|
32,893 | 3,431 | (5,942 | ) | 30,382 | |||||||||||
Total
|
Rs.529,779
|
Rs.20,401
|
Rs. (16,214)
|
Rs.533,966
|
(1)
|
Includes preference shares, mutual fund units, venture fund units and security receipts.
|
Year ended March 31,
|
||||||||||||||||
2012
|
2013
|
2014
|
2014
|
|||||||||||||
(in millions)
|
||||||||||||||||
Interest
|
Rs. |
30,688
|
Rs. |
35,521
|
Rs. |
35,837
|
US$ |
593
|
||||||||
Dividend
|
5,866 | 3,142 | 1,393 | 23 | ||||||||||||
Total
|
Rs. |
36,554
|
Rs. |
38,663
|
Rs. |
37,230
|
US$ |
616
|
||||||||
Gross realized gain
|
8,199 | 6,679 | 8,031 | US$ | 133 | |||||||||||
Gross realized loss
|
(4,379 | ) | (1,197 | ) | (2,680 | ) | (44 | ) | ||||||||
Total
|
Rs. |
3,820
|
Rs. |
5,482
|
Rs. |
5,351
|
US$ |
89
|
At March 31, 2014 | ||||||||||||||||||||||||||||||||
Up to one year
|
One to five years
|
Five to ten years
|
More than ten years
|
|||||||||||||||||||||||||||||
Amount
|
Yield
|
Amount
|
Yield
|
Amount
|
Yield
|
Amount
|
Yield
|
|||||||||||||||||||||||||
(in millions, except percentages) | ||||||||||||||||||||||||||||||||
Corporate debt securities
|
Rs. |
17,749
|
11.1 | % | Rs. |
41,811
|
8.3 | % | Rs. |
40,784
|
11.0 | % | Rs. |
16,870
|
9.0 | % | ||||||||||||||||
Government securities
|
140,250 | 5.7 | 31,290 | 8.2 | 30,337 | 8.9 | 210 | 9.8 | ||||||||||||||||||||||||
Other securities
|
33,566 | 8.1 | 65,658 | 8.5 | 18,915 | 8.5 | 21,138 | 7.6 | ||||||||||||||||||||||||
Total amortized cost of interest-earning securities(1)
|
Rs. |
191,565
|
6.6 | % | Rs. |
138,759
|
8.4 | % | Rs. |
90,036
|
9.8 | % | Rs. |
38,218
|
8.2 | % | ||||||||||||||||
Total fair value
|
Rs. |
191,843
|
Rs. |
138,841
|
Rs. |
90,650
|
Rs. |
38,765
|
(1)
|
Includes securities denominated in different currencies.
|
At March 31, 2014
|
||||||||||||||||||||||||||||||||||||||||||||
Asset backed securities (1),(2)
|
Bonds(2),(3)
|
Others
|
Total
|
|||||||||||||||||||||||||||||||||||||||||
Trading
|
Available-for-sale and held to maturity
|
Trading
|
Available-for-sale and held to maturity
|
Trading
|
Available-for-sale and held to maturity
|
Trading
|
Available-for-sale and held to maturity
|
Mark-to-market gain/ (loss) in fiscal 2014
|
Realized gain/(loss)/ Impairment loss in income statement for fiscal 2014
|
Mark-to-market gain/ (loss) at March 31, 2014
|
||||||||||||||||||||||||||||||||||
(Rs. in millions)
|
||||||||||||||||||||||||||||||||||||||||||||
U.S.
|
– | – | – | 820 | – | – | – | 820 | 15 | 2 | (5 | ) | ||||||||||||||||||||||||||||||||
Canada
|
737 | 117 | – | 32,997 | – | 1,198 | 737 | 34,312 | (369 | ) | (1 | ) | 390 | |||||||||||||||||||||||||||||||
Europe
|
– | 9,818 | – | – | – | 1,198 | – | 11,016 | 543 | (111 | ) | (1,377 | ) | |||||||||||||||||||||||||||||||
India
|
– | – | – | 30,602 | – | – | – | 30,602 | (397 | ) | (75 | ) | (198 | ) | ||||||||||||||||||||||||||||||
Rest of Asia
|
– | – | – | 420 | – | 899 | – | 1,319 | 6 | (32 | ) | 0 | ||||||||||||||||||||||||||||||||
Others
|
– | – | – | – | – | – | – | – | – | – | – | |||||||||||||||||||||||||||||||||
Total portfolio
|
737 | 9,935 | – | 64,839 | – | 3,295 | 737 | 78,069 | (201 | ) | (217 | ) | (1,190 | ) |
(1)
|
Includes residential mortgage backed securities, commercial mortgage backed securities and other asset backed securities.
|
(2)
|
Includes asset backed securities and bonds classified under loans and receivable by our UK subsidiary including those transferred in fiscal 2009 from investment to loans and receivables pursuant to Accounting Standard Board issuing amendments to “FRS 26 – ‘Financial Instruments: Recognition and Measurement’ which permitted reclassification of financial assets in certain circumstances from ‘held for trading’ and ‘available-for-sale categories’ to the ‘loans and receivables’ category.
|
(3)
|
Includes corporate bonds classified under loans and receivables by our Canadian subsidiary during fiscal 2014.
|
At March 31
|
||||||||
Category
|
2013
|
2014
|
||||||
(in millions)
|
||||||||
Bonds
|
||||||||
Banks and financial institutions
|
Rs. |
15,831
|
Rs. |
17,632
|
||||
Corporate
|
31,727 | 47,207 | ||||||
Total bonds
|
47,558 | 64,839 | ||||||
Asset backed securities
|
9,608 | 10,672 | ||||||
Funded credit derivatives
|
803 | .. | ||||||
Others(1)
|
2,714 | 3,295 | ||||||
Total
|
Rs.
|
60,683 |
Rs.
|
78,805 |
At March 31, | ||||||||||||||||||||||||
2012
|
2013
|
2014
|
||||||||||||||||||||||
Amount
|
% of total
|
Amount
|
% of total
|
Amount
|
% of total
|
|||||||||||||||||||
(in millions, except percentages)
|
||||||||||||||||||||||||
Current account deposits
|
Rs. | 358,694 | 12.7 | % | Rs. | 379,705 | 12.1 | % | Rs. | 443,647 | 12.3 | % | ||||||||||||
Savings deposits
|
829,071 | 29.4 | 921,660 | 29.3 | 1,078,310 | 30.0 | ||||||||||||||||||
Time deposits
|
1,631,740 | 57.9 | 1,846,340 | 58.6 | 2,073,170 | 57.7 | ||||||||||||||||||
Total deposits
|
Rs.
|
2,819,505 | 100.0 | % |
Rs.
|
3,147,705 | 100.0 | % |
Rs.
|
3,595,127 |
Rs.
|
100.0 | % |
Year ended March 31, (1)
|
||||||||||||||||||||||||||||
2012
|
2013
|
2014
|
||||||||||||||||||||||||||
Amount
|
Cost(2)
|
Amount
|
Cost(2)
|
Amount
|
Amount
|
Cost(2)
|
||||||||||||||||||||||
(in millions, except percentages)
|
||||||||||||||||||||||||||||
Interest-bearing deposits:
|
||||||||||||||||||||||||||||
Savings deposits
|
Rs. |
732,138
|
3.7 | % | Rs. |
822,611
|
3.7 | % | Rs. |
947,800
|
US$ |
15,797
|
3.7 | % | ||||||||||||||
Time deposits
|
1,647,818 | 7.6 | 1,815,828 | 8.0 | 1,934,262 | 32,238 | 7.7 | |||||||||||||||||||||
Non-interest-bearing deposits:
|
||||||||||||||||||||||||||||
Other demand deposits
|
254,219 | – | 260,800 | – | 293,741 | 4,896 | – | |||||||||||||||||||||
Total deposits
|
Rs. |
2,634,175
|
5.8 | % | Rs. |
2,899,239
|
6.1 | % | Rs. |
3,175,803
|
US$ |
52,931
|
5.8 | % |
(1)
|
The average balances are based on daily average balances outstanding, except for the averages of foreign branches of ICICI Bank, which are calculated on fortnightlybasis.
|
(2)
|
Represents interest expense divided by the average balances.
|
At March 31, 2014
|
||||||||||||||||
Up to one year
|
After one year
and within
three years
|
After three years
|
Total
|
|||||||||||||
(in millions)
|
||||||||||||||||
Interest-bearing deposits:
|
||||||||||||||||
Savings deposits
|
Rs. |
1,078,310
|
Rs. |
–
|
Rs. |
–
|
Rs. |
1,078,310
|
||||||||
Time deposits
|
1,501,408 | 447,173 | 124,589 | 2,073,170 | ||||||||||||
Non-interest-bearing deposits:
|
||||||||||||||||
Other demand deposits
|
443,647 | – | – | 443,647 | ||||||||||||
Total deposits
|
Rs. |
3,023,365
|
Rs. |
447,173
|
Rs. |
124,589
|
Rs. |
3,595,127
|
(1)
|
Savings and other demand deposits are payable on demand and hence are classified in the ‘Up to one year’ bucket.
|
At March 31,(1) | ||||||||||||||||||||||||||||
2012
|
2013
|
2014 | ||||||||||||||||||||||||||
Amount
|
% of total
|
Amount
|
% of total
|
Amount
|
Amount
|
% of total
|
||||||||||||||||||||||
(in millions, except percentages)
|
||||||||||||||||||||||||||||
Statutory liquidity ratio bonds(2)
|
Rs. |
2,810
|
0.5 | % | Rs. |
–
|
0.0 | % | Rs. |
–
|
US$ |
–
|
0.0 | % | ||||||||||||||
Borrowings from Indian government(3)
|
162 | 0.0 | 20 | 0.0 | – | – | 0.0 | |||||||||||||||||||||
Money market borrowings(4),(5)
|
194,147 | 33.3 | 243,415 | 37.9 | 261,461 | 4,358 | 38.6 | |||||||||||||||||||||
Other borrowings(6),(7)
|
386,423 | 66.2 | 399,562 | 62.1 | 416,756 | 6,625 | 61.4 | |||||||||||||||||||||
Total
|
Rs.583,542
|
100.0 | % |
Rs.642,997
|
100.0 | % |
Rs.678,217
|
US$ 11,304
|
100.0 | % |
(1)
|
The average balances are based on daily average balances outstanding, except for the averages of foreign branches of ICICI Bank which are calculated on fortnightly basis.
|
(2)
|
With an average cost of 11.6% in fiscal 2012.
|
(3)
|
With an average cost of 12.6% in fiscal 2012 and 13.1% in fiscal 2013.
|
(4)
|
Includes call market, repurchase agreements and transactions by ICICI Bank with the Reserve Bank of India under the liquidity adjustment facility.
|
(5)
|
With an average cost of 9.1% in fiscal 2012, 8.7% in fiscal 2013 and 8.6% in fiscal 2014.
|
(6)
|
Includes publicly and privately placed bonds, borrowings from institutions, inter-bank overnight borrowings and inter-corporate deposits.
|
(7)
|
With an average cost of 11.9% in fiscal 2012, 12.2% in fiscal 2013 and 12.5% in fiscal 2014.
|
At March 31, | ||||||||||||||||
2013
|
2014
|
% of total deposits | ||||||||||||||
(in millions, except percentages) | ||||||||||||||||
Less than three months
|
Rs. |
349,854
|
Rs. |
Rs.306,094
|
US$ |
5,102
|
8.5 | % | ||||||||
Above three months and less than six months
|
182,205 | 163,212 | 2,720 | 4.5 | ||||||||||||
Above six months and less than 12 months
|
359,007 | 315,222 | 5,254 | 8.8 | ||||||||||||
More than 12 months
|
35,975 | 36,805 | 613 | 1.0 | ||||||||||||
Total deposits of Rs. 10 million and more
|
Rs. |
927,041
|
Rs. |
821,333
|
US$ |
13,689
|
22.8 | % |
At March 31, (1)
|
||||||||||||
2012
|
2013
|
2014
|
||||||||||
(in millions, except percentages)
|
||||||||||||
Year-end balance
|
Rs. |
277,587
|
Rs. |
283,998
|
Rs. |
228,815
|
||||||
Average balance during the year (2)
|
194,147 | 243,415 | 261,461 | |||||||||
Maximum quarter-end balance
|
277,587 | 300,095 | 301,622 | |||||||||
Average interest rate during the year (3)
|
9.1 | % | 8.7 | % | 8.6 | % | ||||||
Average interest rate at year-end (4)
|
9.5 | % | 8.4 | % | 9.3 | % |
(1)
|
Short-term borrowings include borrowings in the call market, repurchase agreements and transactions by ICICI Bank with the Reserve Bank of India under the liquidity adjustment facility.
|
(2)
|
The average balances are based on daily average balances outstanding, except for the averages of foreign branches of ICICI Bank which are calculated on fortnightly basis.
|
(3)
|
Represents the ratio of interest expense on short-term borrowings to the average balances of short-term borrowings.
|
(4)
|
Represents the weighted average rate of the short-term borrowings outstanding at fiscal year-end.
|
For year ended March 31,(1)
|
||||||||||||||||||||||||||||
2012
|
2013
|
2014
|
||||||||||||||||||||||||||
Amount
|
% of total
|
Amount
|
% of total
|
Amount
|
Amount
|
% of total
|
||||||||||||||||||||||
(in millions, except percentages)
|
||||||||||||||||||||||||||||
Bond borrowings (2)
|
Rs. |
398,613
|
45.2 | % | Rs. |
407,005
|
40.1 | % | Rs. |
442,757
|
US$ |
7,379
|
38.8 | % | ||||||||||||||
Other borrowings (3)
|
483,515 | 54.8 | 606,858 | 59.9 | 699,657 | 11,661 | 61.2 | |||||||||||||||||||||
Total
|
Rs. |
882,128
|
100.0 | % | Rs. |
1,013,863
|
100.0 | % | Rs. |
1,142,414
|
US$ |
19,040
|
100.0 | % |
(1)
|
The average balances are based on daily average balances outstanding, except for the averages of foreign branches of ICICI Bank, which are calculated on fortnightly basis.
|
(2)
|
With an average cost of 5.6% in fiscal 2012, 5.5% in fiscal 2013 and 5.2% in fiscal 2014.
|
(3)
|
With an average cost of 2.3% in fiscal 2012, 2.5% in fiscal 2013 and 2.2% in fiscal 2014.
|
|
·
|
The Board of Directors has oversight of all the risks assumed by the Bank.
|
|
·
|
Specific committees of the Board have been constituted to facilitate focused oversight of various risks. For a discussion of these and other committees, see “Management”.
|
|
·
|
The Risk Committee reviews risk management policies in relation to various risks (including credit risk, market risk, liquidity risk, interest rate risk and operational risk, key risk indicators and risk profile templates (covering areas including credit risk, market risk, liquidity risk, operational risk, compliance risk, capital at risk, earning at risk and group risk). A calendar of reviews includes periodic review of policies such as credit and recovery policy, investment policy, derivative policy, and asset liability management policy, outsourcing policy, operational risk management policy, broker empanelment policy and liquidity contingency plan. The Committee reviews the stress-testing framework that includes a wide range of Bank-specific and market (systemic) scenarios. The Risk Committee also assesses our capital adequacy position, based on the risk profile of our balance sheet and reviews the implementation status of capital regulations.
|
|
·
|
The Credit Committee reviews the credit quality of the major portfolios developments in key industrial sectors and exposure to these sectors and exposures to large borrower accounts in addition to approving certain exposures as per the credit approval authorization policy approved by the Board of Directors.
|
|
·
|
The Audit Committee provides direction to and monitors the quality of the compliance and internal audit function.
|
|
·
|
The Fraud Monitoring Committee reviews frauds above certain values, suggests corrective measures to mitigate fraud risks and monitors the efficacy of remedial actions.
|
|
·
|
Policies approved from time to time by the Board of Directors form the governing framework for each type of risk. The business activities are undertaken within this policy framework.
|
|
·
|
Independent groups and sub-groups have been constituted across the Bank to facilitate independent evaluation, monitoring and reporting of various risks. These groups function independently of the business groups/sub-groups.
|
|
·
|
the risks and prospects associated with the industry in which the borrower is operating (industry risk);
|
|
·
|
the financial position of the borrower by analyzing the quality of its financial statements, its past financial performance, its financial flexibility in terms of ability to raise capital and its cash flow adequacy (financial risk);
|
|
·
|
the borrower’s relative market position and operating efficiency (business risk);
|
|
·
|
the quality of management by analyzing their track record, payment record and financial conservatism (management risk); and
|
|
·
|
the risks with respect to specific projects, both pre-implementation, such as construction risk and funding risk, as well as post-implementation risks such as industry, business, financial and management risks related to the project (project risk).
|
Grade
|
Definition
|
||
(I)
|
Investment grade |
Entities/obligations are judged to offer moderate to high safety with regard to timely payment of financial obligations.
|
|
AAA, AA+, AA, AA-
|
Entities/obligations are judged to offer high safety with regard to timely payment of financial obligations.
|
||
A+, A, A-
|
Entities/obligations are judged to offer an adequate degree of safety with regard to timely payment of financial obligations.
|
||
BBB+, BBB and BBB-
|
Entities/obligations are judged to offer moderate safety with regard to timely payment of financial obligations.
|
||
(II)
|
Below investment grade (BB and B) |
Entities/obligations are judged to carry inadequate safety with regard to timely payment of financial obligations.
|
|
·
|
carrying out a detailed analysis of cash flows to forecast the amounts that will be paid and the timing of the payments based on an exhaustive analysis of historical data;
|
|
·
|
conducting due diligence on the underlying business systems, including a detailed evaluation of the servicing and collection procedures and the underlying contractual arrangements; and
|
|
·
|
paying particular attention to the legal, accounting and tax issues that may impact the structure.
|
|
·
|
assessment of the industry structure in the target’s host country and the complexity of the business operations of the target;
|
|
·
|
financial, legal, tax, technical due diligence (as applicable) of the target;
|
|
·
|
appraisal of potential synergies and likelihood of their being achieved;
|
|
·
|
assessment of the target company’s valuation by comparison with its peer group and other transactions in the industry;
|
|
·
|
analysis of regulatory and legal framework of the overseas geographies with regard to security creation, enforcement and other aspects;
|
|
·
|
assessment of country risk aspects and the need for political insurance; and
|
|
·
|
the proposed management structure of the target post-takeover and the ability and past experience of the acquirer in completing post-merger integration.
|
At March 31, 2014(1)
|
||||||||||||||||
Less than or equal to one year
|
Greater than one year and up to
five years
|
Greater than five years
|
Total
|
|||||||||||||
(in millions)
|
||||||||||||||||
Loans, net
|
Rs. |
3,188,433
|
Rs. |
548,938
|
Rs. |
136,047
|
Rs. |
3,873,418
|
||||||||
Investments
|
600,514 | 482,506 | 1,593,074 | 2,676,094 | ||||||||||||
Other assets(2)
|
224,700 | 2,013 | 646,297 | 873,010 | ||||||||||||
Total assets
|
4,013,647 | 1,033,457 | 2,375,418 | 7,422,522 | ||||||||||||
Stockholders’ equity and preference share capital
|
– | – | 764,299 | 764,299 | ||||||||||||
Borrowings
|
947,258 | 556,744 | 331,419 | 1,835,421 | ||||||||||||
Deposits
|
2,711,990 | 727,080 | 156,057 | 3,595,127 | ||||||||||||
Other liabilities
|
– | – | 1,280,410 | 1,280,410 | ||||||||||||
Total liabilities
|
3,659,248 | 1,283,824 | 2,532,185 | 7,475,257 | ||||||||||||
Total gap before risk management positions
|
354,399 | (250,367 | ) | (156,767 | ) | (52,735 | ) | |||||||||
Off-balance sheet positions(3)
|
(399,812 | ) | 183,704 | 170,563 | (45,545 | ) | ||||||||||
Total gap after risk management positions
|
Rs. |
(45,413
|
) | Rs. |
(66,663
|
) | Rs. |
13,796
|
Rs. |
(98,280
|
) |
(1)
|
Assets and liabilities are classified into the applicable categories based on residual maturity or re-pricing whichever is earlier. Classification methodologies are generally based on Asset Liability Management Guidelines, including behavioral studies, as per local policy/regulatory norms of the entities. Items that neither re-price nor have a defined maturity are included in the ‘greater than five years’ category. This includes investments in the nature of equity, cash and cash equivalents and miscellaneous assets and liabilities. Fixed assets (other than leased assets) have been excluded from the above table.
|
(2)
|
The categorization for these items is different from that reported in the financial statements.
|
(3)
|
Off-balance sheet positions comprise derivatives, including foreign exchange forward contacts.
|
At March 31, 2014
|
||||||||||||
Fixed
rate loans
|
Variable
rate loans
|
Total
|
||||||||||
(in millions)
|
||||||||||||
Loans
|
Rs. | 631,170 | Rs. | 2,221,371 | Rs. | 2,852,541 |
At March 31, 2014
|
||||||||||||||||
Change in interest rates (in basis points)
|
||||||||||||||||
(100) | (50) | 50 | 100 | |||||||||||||
(in millions)
|
||||||||||||||||
Rupee portfolio | Rs. |
(7,685
|
) | Rs. |
(3,842
|
) | Rs. |
3,842
|
Rs. |
7,685
|
||||||
Foreign currency portfolio
|
(1,191 | ) | (596 | ) | 596 | 1,191 | ||||||||||
Total
|
Rs. |
(8,876
|
) | Rs. |
(4,438
|
) | Rs. |
4,438
|
Rs. |
8,876
|
At March 31, 2014
|
||||||||||||||||||||
Change in interest rates (in basis points)
|
||||||||||||||||||||
Portfolio Size
|
(100) | (50) | 50 | 100 | ||||||||||||||||
(in millions)
|
||||||||||||||||||||
Indian government securities
|
Rs. |
67,376
|
Rs. |
1,203
|
Rs. |
607
|
Rs. |
(607
|
) | Rs. |
(1,203
|
) | ||||||||
Corporate debt securities
|
181,008 | 1,905 | 957 | (957 | ) | (1,905 | ) | |||||||||||||
Total
|
Rs.
|
248,384 |
Rs.
|
3,108 |
Rs.
|
1,564 |
Rs.
|
(1,564 | ) |
Rs.
|
(3,108 | ) |
High
|
Low
|
Average
|
At March 31, 2014
|
|||||||||||||
Rs. in million
|
||||||||||||||||
Value-at-risk
|
256.1 | 36.7 | 88.3 | 125.7 |
Average
|
On March 31, 2014
|
|||||||
Rs. in million
|
||||||||
Hypothetical daily profit/(loss)
|
(0.8 | ) | (14.8 | ) | ||||
Value-at-risk
|
88.3 | 125.7 |
At March 31, 2014
|
||||||||||||||||||
Change in credit spread (in basis points)
|
||||||||||||||||||
Portfolio Size
|
(100) | (50) | 50 | 100 | ||||||||||||||
(in millions)
|
||||||||||||||||||
Corporate debt securities
|
Rs. |
181,008
|
Rs. |
1,905
|
Rs. |
957
|
Rs. |
(957
|
) | Rs. |
(1,905
|
) |
|
·
|
pertain to the maintenance of records that accurately and fairly reflect in reasonable detail the transactions and dispositions of our assets;
|
|
·
|
provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and
|
|
|
expenditures are made only in accordance with authorizations of management and the executive directors; and
|
|
·
|
provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.
|
At March 31,
|
||||||||||||||||||||||||
2010
|
2011
|
2012
|
2013
|
2014
|
2014
|
|||||||||||||||||||
(in millions)
|
||||||||||||||||||||||||
Consumer loans and credit card receivables(1)
|
Rs. |
954,245
|
Rs. |
910,952
|
Rs. |
1,040,975
|
Rs. |
1,181,588
|
Rs. |
1,470,783
|
US$ |
24,513
|
||||||||||||
Rupee
|
923,831 | 888,953 | 946,778 | 1,068,305 | 1,251,032 | 20,850 | ||||||||||||||||||
Foreign currency(2)
|
30,414 | 21,999 | 94,197 | 113,283 | 219,751 | 3,663 | ||||||||||||||||||
Commercial(3)
|
1,367,175 | 1,732,675 | 1,967,210 | 2,204,054 | 2,494,150 | 41,569 | ||||||||||||||||||
Rupee
|
565,990 | 853,920 | 1,006,863 | 1,193,433 | 1,310,457 | 21,841 | ||||||||||||||||||
Foreign currency
|
801,185 | 878,755 | 960,347 | 1,010,621 | 1,183,693 | 19,728 | ||||||||||||||||||
Leasing and related activities(4)
|
17 | 7 | – | – | - | - | ||||||||||||||||||
Rupee
|
17 | 7 | – | – | - | - | ||||||||||||||||||
Foreign currency
|
– | – | – | - | - | |||||||||||||||||||
Gross loans
|
2,321,437 | 2,643,634 | 3,008,185 | 3,385,642 | 3,964,933 | 66,082 | ||||||||||||||||||
Rupee
|
1,489,838 | 1,742,880 | 1,953,641 | 2,261,738 | 2,561,488 | 42,691 | ||||||||||||||||||
Foreign currency
|
831,599 | 900,754 | 1,054,544 | 1,123,904 | 1,403,445 | 23,391 | ||||||||||||||||||
Total gross loans
|
2,321,437 | 2,643,634 | 3,008,185 | 3,385,642 | 3,964,933 | 66,082 | ||||||||||||||||||
Allowance for loan losses
|
(63,656 | ) | (83,441 | ) | (86,931 | ) | (85,901 | ) | (91,515 | ) | (1,525 | ) | ||||||||||||
Net loans
|
Rs. |
2,257,781
|
Rs. |
2,560,193
|
Rs. |
2,921,254
|
Rs. |
3,299,741
|
Rs. |
3,873,418
|
US$ |
64,557
|
(1)
|
Includes home loans, automobile loans, commercial business loans, two-wheeler loans, personal loans, credit card receivables and farm equipment loans.
|
(2)
|
Includes loans against foreign currency non-resident (bank) deposits of Rs. 82.4 billion at March 31, 2014.
|
(3)
|
Includes builder financing and dealer financing.
|
(4)
|
Leasing and related activities includes leasing and hire purchase.
|
At March 31, | ||||||||||||||||||||||||||||||||||||||||||||
2010
|
2011
|
2012
|
2013
|
2014
|
||||||||||||||||||||||||||||||||||||||||
Amount
|
As a%
|
Amount |
As a %
|
Amount
|
As a%
|
Amount
|
As a
%
|
Amount
|
Amount
|
As a
%
|
||||||||||||||||||||||||||||||||||
(in millions, except percentages) | ||||||||||||||||||||||||||||||||||||||||||||
Retail finance(1), (2)
|
Rs. | 1,048,931 | 45.2 | % | Rs. | 1,004,970 | 38.0 | % | Rs. | 1,183,925 | 39.4 | % | Rs. | 1,290,184 | 38.1 | % | Rs. | 1,621,267 | US$ | 27,021 | 40.9 | % | ||||||||||||||||||||||
Road, port, telecom, urban development & other infrastructure
|
112,116 | 4.8 | 151,499 | 5.7 | 196,855 | 6.5 | 227,966 | 6.7 | 271,869 | 4,531 | 6.9 | |||||||||||||||||||||||||||||||||
Services —non finance
|
221,955 | 9.6 | 232,627 | 8.8 | 233,325 | 7.8 | 243,298 | 7.2 | 266,016 | 4,434 | 6.7 | |||||||||||||||||||||||||||||||||
Power
|
82,158 | 3.5 | 109,745 | 4.2 | 153,841 | 5.1 | 200,452 | 5.9 | 237,912 | 3,965 | 6.0 | |||||||||||||||||||||||||||||||||
Iron/steel and iron/steel products
|
89,627 | 3.9 | 109,092 | 4.1 | 132,311 | 4.4 | 173,350 | 5.1 | 200,754 | 3,346 | 5.1 | |||||||||||||||||||||||||||||||||
Crude petroleum/refining & petrochemicals
|
150,164 | 6.5 | 157,500 | 6.0 | 77,804 | 2.6 | 95,729 | 2.8 | 127,887 | 2,131 | 3.2 | |||||||||||||||||||||||||||||||||
Services —finance
|
64,243 | 2.8 | 160,163 | 6.1 | 152,184 | 5.1 | 155,201 | 4.6 | 127,735 | 2,129 | 3.2 | |||||||||||||||||||||||||||||||||
Electronics & engineering
|
45,054 | 1.9 | 60,635 | 2.3 | 65,576 | 2.2 | 73,835 | 2.2 | 96,717 | 1,612 | 2.4 | |||||||||||||||||||||||||||||||||
Metal & products (excluding iron & steel)
|
35,970 | 1.5 | 46,171 | 1.7 | 68,587 | 2.3 | 63,650 | 1.9 | 93,121 | 1,552 | 2.3 | |||||||||||||||||||||||||||||||||
Construction
|
23,152 | 1.0 | 51,423 | 1.9 | 60,408 | 2.0 | 73,443 | 2.2 | 89,316 | 1,489 | 2.3 | |||||||||||||||||||||||||||||||||
Wholesale/retail trade
|
48,770 | 2.1 | 53,367 | 2.0 | 54,985 | 1.8 | 70,752 | 2.1 | 83,757 | 1,396 | 2.1 | |||||||||||||||||||||||||||||||||
Food & beverages
|
79,348 | 3.4 | 83,376 | 3.2 | 86,473 | 2.9 | 92,257 | 2.7 | 82,020 | 1,367 | 2.1 | |||||||||||||||||||||||||||||||||
Cement
|
22,391 | 1.0 | 24,921 | 0.9 | 48,149 | 1.6 | 72,156 | 2.1 | 79,019 | 1,317 | 2.0 | |||||||||||||||||||||||||||||||||
Mining
|
10,050 | 0.4 | 56,253 | 2.1 | 86,802 | 2.9 | 83,086 | 2.5 | 65,455 | 1,091 | 1.7 | |||||||||||||||||||||||||||||||||
Shipping
|
18,755 | 0.8 | 23,035 | 0.9 | 42,894 | 1.4 | 45,257 | 1.3 | 59,459 | 991 | 1.5 | |||||||||||||||||||||||||||||||||
Automobiles
|
21,489 | 0.9 | 26,068 | 1.0 | 44,233 | 1.4 | 60,985 | 1.8 | 50,180 | 836 | 1.2 | |||||||||||||||||||||||||||||||||
Gems & jewellery
|
26,099 | 1.1 | 25,736 | 1.0 | 32,749 | 1.1 | 38,001 | 1.1 | 44,845 | 747 | 1.1 | |||||||||||||||||||||||||||||||||
Others(3)
|
221,165 | 9.6 | 267,053 | 10.1 | 287,084 | 9.5 | 326,040 | 9.7 | 367,604 | 6,127 | 9.3 | |||||||||||||||||||||||||||||||||
Gross loans
|
2,321,437 | 100.0 | 2,643,634 | 100.0 | 3,008,185 | 100.0 | 3,385,642 | 100.0 | 3,964,933 | 66,082 | 100.0 | % | ||||||||||||||||||||||||||||||||
Allowance for loan losses
|
(63,656 | ) | (83,441 | ) | (86,931 | ) | (85,901 | ) | (91,515 | ) | (1,525 | ) | ||||||||||||||||||||||||||||||||
Net loans
|
Rs. |
2,257,781
|
Rs. |
2,560,193
|
Rs. |
2,921,254
|
Rs. |
3,299,741
|
Rs. |
3,873,418
|
US$ |
64,557
|
(1)
|
Includes home loans, automobile loans, commercial business loans, dealer financing and small ticket loans to small businesses, personal loans, credit cards, rural loans and loans against securities.
|
(2)
|
Includes loans against foreign currency non-resident (bank) deposits of Rs. 82.4 billion at March 31, 2014.
|
(3)
|
Primarily include developer financing portfolio, manufacturing products (excluding metal), chemicals and fertilizers, drugs and pharmaceuticals, textile and FMCG.
|
At March 31, 2014
|
||||||||||||||||
Amount
|
% of total priority sector lending
|
% of adjusted
net bank credit
|
||||||||||||||
(in billion, except percentages)
|
||||||||||||||||
Agricultural sector(1)
|
Rs. |
250.6
|
US$ |
4
|
24.8 | % | 10.8 | % | ||||||||
Small enterprises(2)
|
382.4 | 7 | 37.9 | 16.4 | ||||||||||||
Others including eligible residential mortgage loans
|
377.3 | 6 | 37.3 | 16.2 | ||||||||||||
Total
|
Rs. |
1,010.3
|
US$ |
17
|
100.0 | % | 43.4 | % |
(1)
|
Includes direct agriculture lending of Rs. 145.9 billion constituting 6.3% of our adjusted net bank credit against the requirement of 13.5%.
|
(2)
|
Small enterprises include enterprises engaged in manufacturing/processing and whose investment in plant and machinery does not exceed Rs. 50 million and enterprises engaged in providing/rendering of services and whose investment in equipment does not exceed Rs. 20 million.
|
Standard assets:
|
Assets that do not disclose any problems or which do not carry more than normal risk attached to the business are classified as standard assets.
|
Sub-standard assets:
|
Sub-standard assets comprise assets that are non-performing for a period not exceeding 12 months.
|
Doubtful assets:
|
Doubtful assets comprise assets that are non-performing for more than 12 months.
|
Loss assets:
|
Loss assets comprise assets (i) the losses on which are identified or (ii) that are considered uncollectible.
|
Standard assets:
|
The allowances on the performing portfolios are based on guidelines issued by the Reserve Bank of India. The provisioning requirement is a uniform rate of 0.4% for all standard assets except –
· direct advances to agricultural and the Small and Micro Enterprise sectors, which attract a provisioning requirement of 0.25%,
· advances to commercial real estate residential and non-residential sectors which attract a provisioning requirement of 0.75% and 1.0% respectively,
· housing loans, where such loans are made at comparatively lower interest rates for the first years of the loan after which the rates are reset at higher rates, which attract a provisioning requirement of 2.0%.
In May 2011, the Reserve Bank of India increased the standard asset provisioning on restructured loans to 2.0% in the first two years from the date of restructuring. Loans restructured with a moratorium on payment of interest/principal attracted a standard asset provision of 2.0% for the period covering the moratorium and two years thereafter. Restructured accounts classified as non-performing advances when upgraded to the standard category carry a provision of 2.0% in the first year from the date of up-gradation. In November 2012, the Reserve Bank of India increased the standard asset provision on restructured loans from 2.00% to 2.75%.
Standard asset provisions on accounts restructured from June 1, 2013 have been increased to 5.0%. The standard asset provision required on accounts restructured before June 1, 2013 has been increased to 3.5% from March 31, 2014, and would be further increased to 4.25% from March 31, 2015 and 5.0% from March 31, 2016.
|
Sub-standard assets:
|
Effective May 2011 a provision of 15.0% is required for all sub-standard assets as
|
compared to the previous requirement of 10.0%. An additional provision of 10.0% is required for accounts that are unsecured. Unsecured infrastructure loan accounts classified as sub-standard require provisioning of 20.0%. | |
Doubtful assets:
|
A 100.0% provision/write-off is required against the unsecured portion of a doubtful asset and is charged against income. With effect from fiscal 2012, for the secured portion of assets classified as doubtful, a 25.0% provision is required for assets that have been classified as doubtful for a year (compared to 20.0% through fiscal 2011), a 40.0% provision is required for assets that have been classified as doubtful for one to three years (compared to a 30.0% provision was required through fiscal 2011) and a 100.0% provision is required for assets classified as doubtful for more than three years. The value assigned to the collateral securing a loan is the amount reflected on the borrower’s books or the realizable value determined by third party appraisers.
|
Loss assets:
|
The entire asset is required to be written off or provided for.
|
Restructured loans:
|
The provision on restructured loans is required to be equal to the difference between the fair value of the loan before and after restructuring. The fair value of the loan before restructuring is computed as the present value of cash flows representing the interest at the existing rate charged on the loan before restructuring and the principal. The fair value of the loan after restructuring is computed as the present value of cash flows representing the interest at the rate charged under the loan’s restructured terms and the principal. Both sets of cash flows are discounted at the Bank’s Base Rate as on the date of restructuring plus the appropriate term premium and credit risk premium for the borrower category on the date of restructuring.
|
At March 31,
|
||||||||||||||||||||||||
2010
|
2011
|
2012
|
2013
|
2014
|
||||||||||||||||||||
Amount
|
Amount
|
Amount
|
Amount
|
Amount
|
Amount
|
|||||||||||||||||||
(in millions, except percentages)
|
||||||||||||||||||||||||
Consumer loans & credit card receivables
|
Rs. |
3,704
|
Rs. |
1,847
|
Rs. |
164
|
Rs. |
388
|
Rs. |
297
|
US$ | 5 | ||||||||||||
Rupee
|
3,704 | 1,623 | 13 | 152 | 185 | 3 | ||||||||||||||||||
Foreign currency
|
– | 224 | 151 | 236 | 112 | 2 | ||||||||||||||||||
Commercial(1)
|
63,534 | 27,256 | 52,553 | 66,919 | 133,151 | 2,219 | ||||||||||||||||||
Rupee
|
42,798 | 17,934 | 40,319 | 47,314 | 83,258 | 1,388 | ||||||||||||||||||
Foreign currency
|
22,736 | 9,322 | 12,234 | 19,605 | 49,893 | 831 | ||||||||||||||||||
Total restructured loans
|
69,238 | 29,104 | 52,717 | 67,307 | 133,448 | 2,224 | ||||||||||||||||||
Rupee
|
46,502 | 19,558 | 40,333 | 47,466 | 83,443 | 1,391 | ||||||||||||||||||
Foreign currency
|
22,736 | 9,546 | 12,385 | 19,841 | 50,005 | 833 | ||||||||||||||||||
Gross restructured loans(2)
|
69,238 | 29,104 | 52,717 | 67,307 | 133,448 | 2,224 | ||||||||||||||||||
Provision for loan losses
|
(2,758 | ) | (940 | ) | (4,642 | ) | (5,294 | ) | (11,235 | ) | (187 | ) | ||||||||||||
Net restructured loans
|
Rs. |
66,480
|
Rs. |
28,164
|
Rs. |
48,075
|
Rs. |
62,013
|
Rs. |
122,213
|
US$ |
2,037
|
||||||||||||
Gross customer assets(2)
|
Rs. |
2,601,135
|
Rs. |
3,108,740
|
Rs. |
3,531,625
|
Rs. |
4,001,517
|
Rs. |
4,615,808
|
US$ |
76,930
|
||||||||||||
Net customer assets
|
Rs. |
2,536,941
|
Rs. |
3,024,694
|
Rs. |
3,443,817
|
Rs. |
3,914,869
|
Rs. |
4,523,471
|
US$ |
75,391
|
||||||||||||
Gross restructured loans as a percentage of gross customer assets
|
2.7 | % | 0.9 | % | 1.5 | % | 1.7 | % | 2.9 | % | ||||||||||||||
Net restructured loans as a percentage of net customer assets
|
2.6 | % | 0.9 | % | 1.4 | % | 1.6 | % | 2.7 | % |
(1)
|
Includes working capital finance.
|
(2)
|
Includes loans of ICICI Bank and its subsidiaries and credit substitutes of ICICI Bank, net of write-offs.
|
(3)
|
Based on the Reserve bank of India guidelines effective fiscal 2013, restructured loans include all loans to a borrower where any of the loan facilities have been restructured. Accordingly, numbers for earlier years presented have also been re-classified.
|
At March 31,
|
||||||||||||||||||||||||||||||||||||||||||||
2010
|
2011
|
2012
|
2013
|
2014
|
||||||||||||||||||||||||||||||||||||||||
Amount
|
As a percentage of restructured loans
|
Amount
|
As a percentage of restructured loans
|
Amount
|
As a percentage of restructured loans
|
Amount
|
As a percentage of restructured loans
|
Amount
|
Amount
|
As a percentage of restructured loans
|
||||||||||||||||||||||||||||||||||
(in millions, except percentages)
|
||||||||||||||||||||||||||||||||||||||||||||
Services-non finance
|
Rs. | 12,256 | 17.7 | % | Rs. | 8,954 | 30.8 | % | Rs. | 10,891 | 20.7 | % | Rs. | 8,632 | 12.8 | % | Rs. | 15,930 | US$ | 265 | 11.9 | % | ||||||||||||||||||||||
Drugs and pharmaceuticals
|
2,668 | 3.9 | 2,373 | 8.2 | 7,200 | 13.7 | 6,993 | 10.4 | 12,574 | 210 | 9.4 | |||||||||||||||||||||||||||||||||
Road, port, telecom, urban development & other infrastructure
|
8,696 | 12.6 | 3,851 | 13.2 | 6,695 | 12.7 | 16,282 | 24.2 | 24,214 | 404 | 18.1 | |||||||||||||||||||||||||||||||||
Chemicals & fertilizers
|
212 | 0.3 | 2,664 | 9.2 | 5,676 | 10.8 | 6,261 | 9.3 | 7,196 | 120 | 5.4 | |||||||||||||||||||||||||||||||||
Services-finance
|
313 | 0.5 | – | 0.0 | 6,137 | 11.6 | 5,595 | 8.3 | 4,967 | 83 | 3.7 | |||||||||||||||||||||||||||||||||
Power
|
16,993 | 24.5 | 554 | 1.9 | 2,648 | 5.0 | 3,828 | 5.7 | 7,879 | 131 | 5.9 | |||||||||||||||||||||||||||||||||
Manufacturing products (excluding metals)
|
194 | 0.3 | 145 | 0.5 | 2,608 | 5.0 | 3,004 | 4.5 | 76 | 1 | 0.1 | |||||||||||||||||||||||||||||||||
Wholesale/retail trade
|
– | – | – | – | 2,177 | 4.1 | 1,588 | 2.4 | 1,716 | 29 | 1.3 | |||||||||||||||||||||||||||||||||
Textiles
|
5,162 | 7.5 | 887 | 3.1 | 1,432 | 2.7 | 1,510 | 2.2 | 4,435 | 74 | 3.3 | |||||||||||||||||||||||||||||||||
Food & beverages
|
2,998 | 4.3 | 1,929 | 6.6 | 2,069 | 3.9 | 720 | 1.1 | 1,898 | 32 | 1.4 | |||||||||||||||||||||||||||||||||
Construction
|
300 | 0.4 | 305 | 1.0 | – | – | 5,453 | 8.1 | 19,168 | 319 | 14.4 | |||||||||||||||||||||||||||||||||
Iron/steel & products
|
2,791 | 4.0 | 1,555 | 5.3 | 2,268 | 4.3 | 1,913 | 2.8 | 11,072 | 184 | 8.3 | |||||||||||||||||||||||||||||||||
Electronics & engineering
|
1,216 | 1.8 | 393 | 1.4 | 457 | 0.9 | 3,642 | 5.4 | 6,364 | 106 | 4.8 | |||||||||||||||||||||||||||||||||
Shipping
|
47 | 0.1 | 1,612 | 5.5 | 500 | 1.0 | 881 | 1.3 | 9,688 | 161 | 7.3 | |||||||||||||||||||||||||||||||||
Cement
|
537 | 0.8 | 101 | 0.4 | 341 | 0.6 | 320 | 0.5 | – | – | – |
At March 31,
|
||||||||||||||||||||||||||||||||||||||||||||
2010
|
2011
|
2012
|
2013
|
|
2014 | |||||||||||||||||||||||||||||||||||||||
Amount
|
As a percentage of restructured loans
|
Amount
|
As a percentage of restructured loans
|
Amount
|
As a percentage of restructured loans
|
Amount
|
As a percentage of restructured loans
|
Amount
|
Amount
|
As a percentage of restructured loans
|
||||||||||||||||||||||||||||||||||
(in millions, except percentages)
|
||||||||||||||||||||||||||||||||||||||||||||
Automobile (including trucks)
|
5,271 | 7.6 | 37 | 0.1 | 19 | – | – | – | – | – | – | |||||||||||||||||||||||||||||||||
Paper & paper products
|
367 | 0.5 | – | – | – | – | – | – | – | – | – | |||||||||||||||||||||||||||||||||
Crude petroleum/ refining & petrochemicals
|
– | – | 18 | – | – | – | – | – | – | – | – | |||||||||||||||||||||||||||||||||
Metal & products (excluding iron & steel)
|
293 | 0.4 | – | – | – | – | – | – | 217 | 4 | 0.2 | |||||||||||||||||||||||||||||||||
Retail finance
|
3,704 | 5.4 | 1,847 | 6.3 | 164 | 0.3 | 388 | 0.6 | 297 | 5 | 0.2 | |||||||||||||||||||||||||||||||||
Others
|
5,220 | 7.5 | 1,879 | 6.5 | 1,435 | 2.7 | 297 | 0.4 | 5,757 | 96 | 4.3 | |||||||||||||||||||||||||||||||||
Gross restructured loans
|
Rs. | 69,238 | 100.0 | Rs. | 29,104 | 100.0 | Rs. | 52,717 | 100.0 | Rs. | 67,307 | 100.0 | Rs. | 133,448 | US$ | 2,224 | 100 | |||||||||||||||||||||||||||
Aggregate provision for loan losses
|
(2,758 | ) | (940 | ) | (4,642 | ) | (5,294 | ) | (11,235 | ) | (187 | ) | ||||||||||||||||||||||||||||||||
Net restructured loans
|
Rs. | 66,480 | Rs. | 28,164 | Rs. | 48,075 | Rs. | 62,013 | Rs. | 122,213 | US$ | 2,037 |
(1)
|
Others primarily include real estate.
|
At March 31,
|
||||||||||||||||||||||||
2010
|
2011
|
2012
|
2013
|
2014
|
||||||||||||||||||||
Amount
|
Amount
|
Amount
|
Amount
|
Amount
|
Amount
|
|||||||||||||||||||
(in millions, except percentages)
|
||||||||||||||||||||||||
Consumer loans & credit card receivables(1)
|
Rs. | 69,462 | Rs. | 71,778 | Rs. | 67,356 | Rs. | 49,156 | Rs. | 32,968 | US$ | 549 | ||||||||||||
Rupee
|
69,111 | 71,296 | 66,915 | 48,891 | 32,701 | 545 | ||||||||||||||||||
Foreign currency
|
351 | 482 | 441 | 265 | 267 | 4 | ||||||||||||||||||
Commercial(2)
|
35,923 | 39,641 | 39,673 | 57,914 | 89,929 | 1,499 | ||||||||||||||||||
Rupee
|
25,337 | 29,058 | 27,616 | 42,939 | 61,481 | 1,025 | ||||||||||||||||||
Foreign currency
|
10,586 | 10,583 | 12,057 | 14,975 | 28,448 | 474 | ||||||||||||||||||
Leasing and related activities
|
436 | 156 | 95 | 95 | 97 | 2 | ||||||||||||||||||
Rupee
|
436 | 156 | 95 | 95 | 97 | 2 | ||||||||||||||||||
Foreign currency
|
– | – | – | – | – | – | ||||||||||||||||||
Total non-performing assets
|
105,821 | 111,575 | 107,124 | 107,165 | 122,994 | 2,050 | ||||||||||||||||||
Rupee
|
94,884 | 100,510 | 94,626 | 91,925 | 94,279 | 1,572 | ||||||||||||||||||
Foreign currency
|
10,937 | 11,065 | 12,498 | 15,240 | 28,715 | 478 | ||||||||||||||||||
Gross non-performing assets(3),(4)
|
105,821 | 111,575 | 107,124 | 107,165 | 122,994 | 2,050 | ||||||||||||||||||
Provision for loan losses
|
(59,083 | ) | (79,501 | ) | (79,875 | ) | (78,016 | ) | (78,366 | ) | (1,306 | ) | ||||||||||||
Net non-performing assets
|
Rs. | 46,738 | Rs. | 32,074 | Rs. | 27,249 | Rs. | 29,149 | Rs. | 44,628 | US$ | 744 | ||||||||||||
Gross customer assets(3)
|
Rs. | 2,601,135 | Rs. | 3,108,740 | Rs. | 3,531,625 | Rs. | 4,001,517 | Rs. | 4,615,808 | US$ | 76,930 | ||||||||||||
Net customer assets
|
Rs. | 2,536,941 | Rs. | 3,024,694 | Rs. | 3,443,817 | Rs. | 3,914,869 | Rs. | 4,523,471 | US$ | 75,391 | ||||||||||||
Gross non-performing assets as a percentage of gross customer assets
|
4.1 | % | 3.6 | % | 3.0 | % | 2.7 | % | 2.7 | % | ||||||||||||||
Net non-performing assets as a percentage of net customer assets
|
1.8 | % | 1.1 | % | 0.8 | % | 0.7 | % | 1.0 | % |
(1)
|
Includes home loans, automobile loans, commercial business loans, two-wheeler loans, personal loans, credit card receivables and farm equipment loans.
|
(2)
|
Includes working capital finance.
|
(3)
|
Includes loans of ICICI Bank and its subsidiaries and credit substitutes of ICICI Bank, net of write-offs.
|
(4)
|
Includes loans identified as impaired in line with the guidelines issued by regulators of the respective subsidiaries.
|
Particulars
|
2010
|
2011
|
2012
|
2013
|
2014
|
2014
|
||||||||||||||||||
(in millions)
|
||||||||||||||||||||||||
A. Consumer loans & credit card receivables(2),(3)
|
||||||||||||||||||||||||
Non-performing assets at the beginning of the fiscal year
|
Rs. | 72,201 | Rs. | 69,462 | Rs. | 71,778 | Rs. | 67,356 | Rs. | 49,156 | US$ | 819 | ||||||||||||
Addition: New non-performing assets during the year
|
55,834 | 18,535 | 18,604 | 9,927 | 12,759 | 213 | ||||||||||||||||||
Less:
|
||||||||||||||||||||||||
Upgradations(4)
|
(4,176 | ) | (5,817 | ) | (4,927 | ) | (3,995 | ) | (3,314 | ) | (55 | ) | ||||||||||||
Recoveries (excluding recoveries made from upgraded accounts)
|
(20,371 | ) | (9,785 | ) | (11,461 | ) | (8,793 | ) | (6,049 | ) | (101 | ) | ||||||||||||
Write-offs
|
(34,026 | ) | (617 | ) | (6,638 | ) | (15,339 | ) | (19,584 | ) | (326 | ) | ||||||||||||
Non-performing assets at the end of the fiscal year
|
Rs. | 69,462 | Rs. | 71,778 | Rs. | 67,356 | Rs. | 49,156 | Rs. | 32,968 | US$ | 549 | ||||||||||||
B. Commercial(5)
|
||||||||||||||||||||||||
Non-performing assets at the beginning of the fiscal year
|
Rs. | 27,188 | Rs. | 35,923 | Rs. | 39,641 | Rs. | 39,673 | Rs. | 57,914 | US$ | 965 |
Particulars
|
2010
|
2011
|
2012
|
2013
|
2014
|
2014
|
||||||||||||||||||
(in millions)
|
||||||||||||||||||||||||
Addition: New non-performing assets during the year
|
18,717 | 14,561 | 17,183 | 28,992 | 40,839 | 680 | ||||||||||||||||||
Less:
|
||||||||||||||||||||||||
Upgradations(4)
|
(2,480 | ) | (1,765 | ) | (3,485 | ) | (4,083 | ) | (1,055 | ) | (18 | ) | ||||||||||||
Recoveries (excluding recoveries made from upgraded accounts)
|
(6,511 | ) | (7,806 | ) | (7,995 | ) | (3,947 | ) | (5,200 | ) | (86 | ) | ||||||||||||
Write-offs
|
(991 | ) | (1,272 | ) | (5,671 | ) | (2,721 | ) | (2,569 | ) | (43 | ) | ||||||||||||
Non-performing assets at the end of the fiscal year
|
Rs. | 35,923 | Rs. | 39,641 | Rs. | 39,673 | Rs. | 57,914 | Rs. | 89,929 | US$ | 1,499 | ||||||||||||
C. Leasing and related activities
|
||||||||||||||||||||||||
Non-performing assets at the beginning of the fiscal year
|
Rs. | 532 | Rs. | 436 | Rs. | 156 | Rs. | 95 | Rs. | 95 | US$ | 2 | ||||||||||||
Addition: New non-performing assets during the year
|
– | – | – | – | 2 | – | ||||||||||||||||||
Less:
|
||||||||||||||||||||||||
Upgradations(4)
|
(96 | ) | – | – | – | – | – | |||||||||||||||||
Recoveries (excluding recoveries made from upgraded accounts)
|
– | (280 | ) | (61 | ) | – | – | – | ||||||||||||||||
Write-offs
|
– | – | – | – | – | – | ||||||||||||||||||
Non-performing assets at the end of the fiscal year
|
Rs. | 436 | Rs. | 156 | Rs. | 95 | Rs. | 95 | Rs. | 97 | US$ | 2 | ||||||||||||
D. Total non-performing assets (A+B+C)
|
||||||||||||||||||||||||
Non-performing assets at the beginning of the fiscal year
|
Rs. | 99,921 | Rs. | 105,821 | Rs. | 111,575 | Rs. | 107,124 | Rs. | 107,165 | US$ | 1,786 | ||||||||||||
Addition: New non-performing assets during the year
|
74,551 | 33,096 | 35,787 | 38,919 | 53,600 | 893 | ||||||||||||||||||
Less:
|
||||||||||||||||||||||||
Upgradations(4)
|
(6,752 | ) | (7,582 | ) | (8,412 | ) | (8,078 | ) | (4,369 | ) | (73 | ) | ||||||||||||
Recoveries (excluding recoveries made from upgraded accounts)
|
(26,882 | ) | (17,871 | ) | (19,517 | ) | (12,740 | ) | (11,249 | ) | (187 | ) | ||||||||||||
Write-offs
|
(35,017 | ) | (1,889 | ) | (12,309 | ) | (18,060 | ) | (22,153 | ) | (369 | ) | ||||||||||||
Non-performing assets at the end of the fiscal year(5)
|
Rs. | 105,821 | Rs. | 111,575 | Rs. | 107,124 | Rs. | 107,165 | Rs. | 122,994 | US$ | 2,050 |
(1)
|
Includes loans identified as impaired in accordance with guidelines issued by regulators of the respective subsidiaries.
|
(2)
|
For “Credit card receivables”, the difference between the opening and closing balances of non-performing assets is included in additions to gross non-performing assets on a net basis, except with respect to accounts written-off during the year, which are included in the “Write-offs” row.
|
(3)
|
Includes home loans, automobile loans, commercial business loans, two-wheeler loans, personal loans, credit card receivables and farm equipment loans.
|
(4)
|
Represents accounts that were previously classified as non-performing but have been upgraded to performing.
|
(5)
|
Includes working capital finance.
|
At March 31,
|
||||||||||||||||||||||||||||||||||||||||||||
2010 | 2011 | 2012 | 2013 | 2014 | ||||||||||||||||||||||||||||||||||||||||
Amount
|
As a percentage of non-performing assets
|
Amount |
As a percentage of non- performing assets
|
Amount |
As a percentage of non-performing assets
|
Amount |
As a percentage of non-performing assets
|
Amount | Amount |
As a percentage of non-performing assets
|
||||||||||||||||||||||||||||||||||
(in millions, except percentages)
|
||||||||||||||||||||||||||||||||||||||||||||
Retail finance(1)
|
Rs. | 81,363 | 76.9 | % | Rs. | 83,691 | 75.0 | % | Rs. | 78,790 | 73.6 | % | Rs. | 59,786 | 55.8 | % | Rs. | 42,793 | US$ | 713 | 34.8 | % | ||||||||||||||||||||||
Services—non finance
|
575 | 0.5 | 804 | 0.7 | 398 | 0.4 | 9,144 | 8.5 | 15,598 | 260 | 12.7 | |||||||||||||||||||||||||||||||||
Road, ports, telecom, urban development & other infrastructure
|
77 | 0.1 | 73 | 0.1 | 146 | 0.1 | 142 | 0.1 | 9,922 | 165 | 8.1 | |||||||||||||||||||||||||||||||||
Chemicals & fertilizers
|
2,042 | 1.9 | 1,830 | 1.6 | 1,515 | 1.4 | 1,772 | 1.7 | 1,737 | 29 | 1.4 | |||||||||||||||||||||||||||||||||
Services—finance
|
2,735 | 2.6 | 1,213 | 1.1 | 1,265 | 1.2 | 1 | – | 569 | 9 | 0.5 | |||||||||||||||||||||||||||||||||
Power
|
2 | – | 18 | – | 92 | 0.1 | 91 | 0.1 | 654 | 11 | 0.5 | |||||||||||||||||||||||||||||||||
Wholesale/retail trade
|
2,503 | 2.4 | 2,697 | 2.4 | 1,152 | 1.1 | 4,165 | 3.9 | 4,064 | 68 | 3.3 | |||||||||||||||||||||||||||||||||
Textile
|
1,347 | 1.3 | 1,605 | 1.4 | 1,527 | 1.4 | 2,646 | 2.5 | 5,078 | 85 | 4.1 | |||||||||||||||||||||||||||||||||
Food and beverages
|
3,929 | 3.7 | 4,240 | 3.8 | 4,045 | 3.8 | 4,595 | 4.3 | 7,097 | 118 | 5.8 | |||||||||||||||||||||||||||||||||
Construction
|
297 | 0.3 | 703 | 0.6 | 893 | 0.8 | 2,237 | 2.1 | 3,188 | 53 | 2.6 | |||||||||||||||||||||||||||||||||
Iron/steel and products
|
1,563 | 1.5 | 102 | 0.1 | 913 | 0.9 | 1,993 | 1.9 | 3,795 | 63 | 3.1 | |||||||||||||||||||||||||||||||||
Electronics and engineering
|
430 | 0.4 | 334 | 0.3 | 1,805 | 1.7 | 3,025 | 2.8 | 3,406 | 57 | 2.8 | |||||||||||||||||||||||||||||||||
Shipping
|
13 | – | 1,173 | 1.1 | 448 | 0.4 | 376 | 0.4 | 674 | 11 | 0.5 | |||||||||||||||||||||||||||||||||
Cement
|
– | – | 359 | 0.3 | – | – | – | – | 300 | 5 | 0.2 | |||||||||||||||||||||||||||||||||
Crude petroleum/refining and petrochemicals
|
233 | 0.2 | 18 | – | 2,819 | 2.6 | 2,467 | 2.3 | 2,637 | 44 | 2.1 | |||||||||||||||||||||||||||||||||
Metal & products (excluding iron & steel)
|
736 | 0.7 | 1,334 | 1.2 | 1,366 | 1.3 | 1,336 | 1.2 | 1,350 | 22 | 1.1 | |||||||||||||||||||||||||||||||||
Mining
|
581 | 0.5 | – | – | 611 | 0.6 | 804 | 0.8 | 900 | 15 | 0.7 | |||||||||||||||||||||||||||||||||
Gems & jewelry
|
1,640 | 1.5 | 1,960 | 1.8 | 2,904 | 2.7 | 3,008 | 2.8 | 4,081 | 68 | 3.3 | |||||||||||||||||||||||||||||||||
Other Industries(2)
|
5,755 | 5.4 | 9,421 | 8.5 | 6,435 | 6.0 | 9,577 | 8.9 | 15,151 | 254 | 12.3 | |||||||||||||||||||||||||||||||||
Gross non-performing assets
|
Rs. | 105,821 | 100.0 | % | Rs. | 111,575 | 100.0 | % | Rs. | 107,124 | 100.0 | % | Rs. | 107,165 | 100.0 | % | Rs. | 122,994 |
US$
|
2,050 | 100.0 | % | ||||||||||||||||||||||
Aggregate provision for loan losses
|
(59,083 | ) | (79,501 | ) | (79,875 | ) | (78,016 | ) | (78,366 | ) | (1,306 | ) | ||||||||||||||||||||||||||||||||
Net non-performing assets
|
Rs. | 46,738 | Rs. | 32,074 | Rs. | 27,249 | Rs. | 29,149 | Rs. | 44,628 |
US$
|
744 |
(1)
|
Includes home loans, commercial business loans, rural loans, automobile loans, business banking, credit cards, personal loans, loans against securities and dealer financing portfolio.
|
(2)
|
Other industries primarily include developer financing portfolio, automobiles, manufacturing products (excluding metal), drugs and pharmaceuticals and FMCG.
|
(3)
|
From March 31, 2013, we have changed the classification of the domestic loan portfolio to better reflect the nature of the underlying loans. Accordingly, our loan portfolio for earlier years presented is also reclassified.
|
At March 31,
|
||||||||||||||||||||||||
2010
|
2011
|
2012
|
2013
|
2014
|
2014
|
|||||||||||||||||||
(in millions)
|
||||||||||||||||||||||||
A. Consumer loans & credit card receivables (2),(3)
|
||||||||||||||||||||||||
Aggregate provision for loan losses at the beginning of the year
|
Rs. | 40,674 | Rs. | 42,087 | Rs. | 56,507 | Rs. | 56,928 | Rs. | 42,642 | US$ | 711 | ||||||||||||
Add: Provision made during the year
|
36,028 | 19,696 | 13,839 | 7,630 | 7,015 | 117 | ||||||||||||||||||
Less: Provision utilized for write-off
|
(33,470 | ) | (617 | ) | (6,638 | ) | (15,339 | ) | (19,584 | ) | (326 | ) | ||||||||||||
Less: Write-back of excess provision
|
(1,145 | ) | (4,659 | ) | (6,780 | ) | (6,577 | ) | (4,486 | ) | (75 | ) | ||||||||||||
Aggregate provision for loan losses at the end of the year
|
Rs. | 42,087 | Rs. | 56,507 | Rs. | 56,928 | Rs. | 42,642 | Rs. | 25,587 | US$ | 427 | ||||||||||||
B. Commercial (4)
|
||||||||||||||||||||||||
Aggregate provision for loan losses at the beginning of the year
|
Rs. | 11,654 | Rs. | 16,834 | Rs. | 22,838 | Rs. | 22,852 | Rs. | 35,279 | US$ | 588 | ||||||||||||
Add: Provision made during the year
|
8,617 | 9,466 | 8,548 | 16,658 | 21,977 | 366 | ||||||||||||||||||
Less: Provision utilized for write-off
|
(636 | ) | (759 | ) | (4,930 | ) | (1,996 | ) | (2,454 | ) | (41 | ) | ||||||||||||
Less: Write-back of excess provision
|
(2,801 | ) | (2,703 | ) | (3,604 | ) | (2,235 | ) | (2,120 | ) | (35 | ) | ||||||||||||
Aggregate provision for loan losses at the end of the year
|
Rs. | 16,834 | Rs. | 22,838 | Rs. | 22,852 | Rs. | 35,279 | Rs. | 52,682 | US$ | 878 | ||||||||||||
C. Leasing and related activities
|
||||||||||||||||||||||||
Aggregate provision for loan losses at the beginning of the year
|
Rs. | 252 | Rs. | 162 | Rs. | 156 | Rs. | 95 | Rs. | 95 | US$ | 2 | ||||||||||||
Add: Provision made during the year
|
– | 80 | – | – | 2 | – | ||||||||||||||||||
Less: Provision utilized for write-off
|
– | – | – | – | – | – | ||||||||||||||||||
Less: Write-back of excess provision
|
(90 | ) | (86 | ) | (61 | ) | – | – | – | |||||||||||||||
Aggregate provision for loan losses at the end of the year
|
Rs. | 162 | Rs. | 156 | Rs. | 95 | Rs. | 95 | Rs. | 97 | US$ | 2 | ||||||||||||
D. Total provision (A+B+C)
|
||||||||||||||||||||||||
Aggregate provision for loan losses at the beginning of the year
|
Rs. | 52,580 | Rs. | 59,083 | Rs. | 79,501 | Rs. | 79,875 | Rs. | 78,016 | US$ | 1,300 | ||||||||||||
Add: Provision made during the year
|
44,645 | 29,242 | 22,387 | 24,288 | 28,994 | 483 | ||||||||||||||||||
Less: Provision utilized for write-off
|
(34,106 | ) | (1,376 | ) | (11,568 | ) | (17,335 | ) | (22,038 | ) | (367 | ) | ||||||||||||
Less: Write-back of excess provision
|
(4,036 | ) | (7,448 | ) | (10,445 | ) | (8,812 | ) | (6,606 | ) | (110 | ) | ||||||||||||
Aggregate provision for loan losses at the end of the year
|
Rs. | 59,083 | Rs. | 79,501 | Rs. | 79,875 | Rs. | 78,016 | Rs. | 78,366 | US$ | 1,306 |
(1)
|
Includes loans identified as impaired in line with the guidelines issued by regulators of the respective subsidiaries.
|
(2)
|
For “Credit card receivables”, the difference between the opening and closing balances of aggregate provision for loan losses is included in “Add: Provision made during the year” on a net basis, except with respect to accounts written-off during the year, which are included in the “Less: Provision utilized for write-off” row.
|
(3)
|
Includes home loans, automobile loans, commercial business loans, two-wheeler loans, personal loans, credit card receivables and farm equipment loans.
|
(4)
|
Includes working capital finance.
|
Name
|
Year of formation
|
Activity
|
Ownership interest
|
Total income(1)
|
Net worth(2)
|
Total assets(3)
|
||||||||||||
(in millions, except percentages)
|
||||||||||||||||||
ICICI Venture Funds Management Company Limited
|
January 1988
|
Private Equity/ venture capital fund management
|
100.00 | % | Rs. | 1,363 | Rs. | 2,180 | Rs. | 2,879 | ||||||||
ICICI Securities Primary Dealership Limited
|
February 1993
|
Securities investment, trading and underwriting
|
100.00 | % | 9,036 | 7,423 | 105,511 | |||||||||||
ICICI Prudential Asset Management Company Limited
|
June 1993
|
Asset management company for ICICI Prudential Mutual Fund
|
51.00 | % | 5,491 | 2,864 | 4,559 | |||||||||||
ICICI Prudential Trust Limited
|
June 1993
|
Trustee company for ICICI Prudential Mutual Fund
|
50.80 | % | 6 | 12 | 15 | |||||||||||
ICICI Securities Limited
|
March 1995
|
Securities broking & merchant banking
|
100.00 | % | 8,117 | 2,996 | 16,204 | |||||||||||
ICICI International Limited
|
January 1996
|
Asset management
|
100.00 | % | 26 | 97 | 100 | |||||||||||
ICICI Bank Eurasia LLC
|
May 1998
|
Banking
|
100.00 | % | 1,008 | 3,616 | 7,061 | |||||||||||
ICICI Trusteeship Services Limited
|
April 1999
|
Trusteeship services
|
100.00 | % | 1 | 4 | 5 | |||||||||||
ICICI Home Finance Company Limited
|
May 1999
|
Housing finance
|
100.00 | % | 9,357 | 15,209 | 72,575 | |||||||||||
ICICI Investment Management Company Limited
|
March 2000
|
Asset management
|
100.00 | % | 60 | 154 | 174 | |||||||||||
ICICI Securities Holdings Inc.
|
June 2000
|
Holding company
|
100.00 | % | 0.3 | 603 | 603 | |||||||||||
ICICI Securities Inc.
|
June 2000
|
Securities broking
|
100.00 | % | 153 | 70 | 147 | |||||||||||
ICICI Prudential Life Insurance Company Limited
|
July 2000
|
Life insurance
|
73.84 | % | 220,600 | 43,930 | 814,925 | |||||||||||
ICICI Lombard General Insurance Company Limited
|
October 2000
|
General insurance
|
73.22 | % | 85,556 | 24,949 | 135,449 | |||||||||||
ICICI Bank UK PLC
|
February 2003
|
Banking
|
100.00 | % | 10,200 | 37,689 | 267,889 | |||||||||||
ICICI Bank Canada
|
September 2003
|
Banking
|
100.00 | % | 11,739 | 51,119 | 295,813 | |||||||||||
ICICI Prudential Pension Fund Management Company Limited(4)
|
April 2009
|
Pension fund management
|
100.00 | % | 25 | 258 | 291 |
(1)
|
Total income represents gross income from operations and other income.
|
(2)
|
Net worth represents share capital, share application money and reserves and surplus.
|
(3)
|
Total assets represent fixed assets, advances, investments and gross current assets (including cash and bank balances).
|
(4)
|
ICICI Prudential Pension Funds Management Company Limited is a wholly owned subsidiary of ICICI Prudential Life Insurance Company Limited.
|
(5)
|
During the three months ended September 30, 2013, TCW/ICICI Investment Partners Limited ceased to be a jointly controlled entity and accordingly has not been accounted as per the proportionate consolidation method as per AS 27.
|
Name
|
Year of formation
|
Activity
|
Ownership interest
|
Total income(1)
|
Net worth(2)
|
Total assets(3)
|
||||||||||||
(In millions, except percentages)
|
||||||||||||||||||
Mewar Aanchalik Gramin Bank(4)
|
January 1983
|
Banking
|
35.00 | % | Rs. | 631 | Rs. | 236 | Rs. | 6,820 | ||||||||
ICICI Kinfra Limited
|
January 1996
|
Infrastructure development consultancy
|
76.00 | % | 0.4 | 6 | 18 | |||||||||||
ICICI Equity Fund
|
March 2000
|
Unregistered venture capital fund
|
100.00 | % | 12 | 486 | 556 | |||||||||||
ICICI Strategic Investments Fund
|
February 2003
|
Unregistered venture capital fund
|
100.00 | % | 19 | 1,105 | 1,107 | |||||||||||
I-Ven Biotech Limited
|
December 2003
|
Investment in research and development of biotechnology
|
100.00 | % | 95 | 340 | 340 | |||||||||||
I-Process Services (India) Private Limited(4)
|
April 2005
|
Services related to back end operations
|
19.00 | % | 1,664 | (23 | ) | 262 | ||||||||||
FINO Paytech Limited(4)
|
June 2006
|
Support services for financial inclusion
|
27.11 | % | 3,025 | 2,552 | 3,806 | |||||||||||
NIIT Institute of Finance, Banking and Insurance Training Limited(4)
|
June 2006
|
Education and training in banking and finance
|
18.79 | % | 640 | 69 | 177 | |||||||||||
ICICI Merchant Services Private Limited(4)
|
July 2009
|
Merchant servicing
|
19.00 | % | 1,405 | 707 | 3,718 | |||||||||||
India Infradebt Limited(4)
|
October 2012
|
Infrastructure finance
|
31.00 | % | 288 | 3,289 | 3,316 |
(1)
|
Total income represents gross income from operations and other income of the entity.
|
(2)
|
Net worth represents share capital/unit capital (in case of venture capital funds) and reserves and surplus of the entity.
|
(3)
|
Total assets represent fixed assets, advances, investments and gross current assets (including cash and bank balances) of the entity.
|
(4)
|
These entities have been accounted as per the equity method as prescribed by AS 23 on ‘Accounting for Investments in Associates in Consolidated Financial Statements’.
|
(5)
|
During the three months ended December 31, 2013, ICICI Venture Value Fund ceased to be a consolidating entity and accordingly, has not been consolidated.
|
(6)
|
During the three months ended March 31, 2014, ICICI Eco-net Internet and Technology Fund, ICICI Emerging Sectors Fund and Rainbow Fund ceased to be a consolidating entities and accordingly have not been consolidated.
|
|
·
|
ICICI Securities Holdings Inc., incorporated in the United States;
|
|
·
|
ICICI Securities Inc., incorporated in the United States;
|
|
·
|
ICICI Bank UK PLC, incorporated in the United Kingdom;
|
|
·
|
ICICI Bank Canada, incorporated in Canada;
|
|
·
|
ICICI Bank Eurasia Limited Liability Company, incorporated in Russia; and
|
|
·
|
ICICI International Limited, incorporated in Mauritius.
|
|
·
|
Electronic and online channels to:
|
|
·
|
offer easy access to our products and services;
|
|
·
|
reduce distribution and transaction costs;
|
|
·
|
new customer acquisition;
|
|
·
|
enhance existing customer relationships; and
|
|
·
|
reduce time to market.
|
|
·
|
The application of information systems for:
|
|
·
|
increasing our customer base;
|
|
·
|
effective marketing;
|
|
·
|
monitoring and controlling risks;
|
|
·
|
identifying, assessing and capitalizing on market opportunities; and
|
|
·
|
assisting in offering improved products and services to customers;
|
At March 31,
|
||||||||||||||||||||||||
2012
|
2013
|
2014
|
||||||||||||||||||||||
Number
|
% of total
|
Number
|
% of total
|
Number
|
% of total
|
|||||||||||||||||||
ICICI Bank Limited
|
58,276 | 71.7 | 62,065 | 72.8 | 72,226 | 76.7 | ||||||||||||||||||
ICICI Prudential Life Insurance Company Limited
|
13,608 | 16.8 | 12,841 | 15.1 | 10,745 | 11.4 | ||||||||||||||||||
ICICI Lombard General Insurance Company Limited
|
4,153 | 5.1 | 4,532 | 5.3 | 5,243 | 5.6 | ||||||||||||||||||
ICICI Home Finance Company Limited(2)
|
363 | 0.4 | 399 | 0.5 | 532 | 0.6 | ||||||||||||||||||
ICICI Prudential Asset Management Company Limited
|
698 | 0.9 | 648 | 0.8 | 773 | 0.8 |
At March 31,
|
||||||||||||||||||||||||
2012
|
2013
|
2014
|
||||||||||||||||||||||
Number
|
% of total
|
Number
|
% of total
|
Number
|
% of total
|
|||||||||||||||||||
ICICI Securities Limited
|
3,481 | 4.3 | 4,100 | 4.8 | 4,075 | 4.3 | ||||||||||||||||||
ICICI Securities Primary Dealership Limited
|
73 | 0.1 | 73 | 0.1 | 73 | 0.1 | ||||||||||||||||||
Others
|
602 | 0.7 | 559 | 0.7 | 537 | 0.5 | ||||||||||||||||||
Total number of employees(1)
|
81,254 | 100.0 | 85,217 | 100.0 | 94,204 | 100.0 |
(1)
|
Includes interns, sales executives and employees on fixed-term contract totaling 1,813 at year-end fiscal 2014, 2,071 at year-end fiscal 2013 and 2,241 at year-end fiscal 2012.
|
(2)
|
All employees are deputed from ICICI Bank.
|
|
·
|
In fiscal 2011, the Reserve Bank of India imposed a penalty of Rs. 0.5 million on us in connection with Know Your Customer guidelines.
|
|
·
|
In May 2012, the Insurance Regulatory and Development Authority of India imposed a penalty of Rs. 11.8 million on ICICI Prudential Life Insurance Company because of non-compliance with certain provisions of the Insurance Act, 1938 and regulations/guidelines issued by the Insurance Regulatory and Development Authority in respect of intermediaries and group insurance.
|
|
·
|
In fiscal 2012, the Reserve Bank of India imposed a penalty of Rs. 1.5 million on us in connection with non-compliance of certain instructions issued by the Reserve Bank of India with respect to our derivatives business.
|
|
·
|
In May 2012, the Reserve Bank of India imposed a penalty of Rs. 0.1 million on the Bank in connection with an operational error regarding the sale of government securities on behalf of a customer.
|
|
·
|
In May 2012, the Reserve Bank of India imposed a penalty of Rs. 0.5 million on ICICI Securities Primary Dealership in connection with an operational error regarding the sale of government securities.
|
|
·
|
In October 2012, the Reserve Bank of India imposed a penalty of Rs. 3.0 million on ICICI Bank for non-compliance with the Know Your Customer directions issued by Reserve Bank of India.
|
|
·
|
In December 2012, the Reserve Bank of India imposed a penalty of Rs. 0.5 million on ICICI Securities Primary Dealership in connection with an operational error regarding the sale of government securities.
|
|
·
|
In June 2013, the Reserve Bank of India imposed a penalty of Rs. 10.0 million on ICICI Bank, along with penalties on other banks in India, pursuant to its investigation following a sting operation by a news website on branches of Indian banks and insurance companies.
|
|
·
|
In September 2013, the Insurance Regulatory and Development Authority of India imposed a penalty of Rs. 0.5 million on ICICI Lombard General Insurance Company Limited, along with penalties on other general insurers in India, for not meeting the mandatory target in respect of declined risk pool for fiscal 2013.
|
|
·
|
In July 2014, the Reserve Bank of India imposed a penalty on 12 Indian banks including us following its scrutiny of the loan and current accounts of one corporate borrower with these banks. The penalty imposed on us was Rs. 4.0 million.
|
|
·
|
Rs. 2.9 billion relates to sales tax/value added tax assessment mainly pertaining to VAT on disposal of repossessed assets, tax on interstate/import leases by various state government authorities in respect of lease transactions entered into by the Bank, and bullion-related matters, where we are relying on favorable opinions from counsel. Of the total demand, Rs.1.3 billion pertains to VAT on disposal of repossessed assets where we are relying on a favorable opinion from counsel confirming that the Bank only facilitates the disposal of repossessed assets for recovery of its loan from the borrower and cannot be regarded as a seller of repossessed assets.
|
|
·
|
Rs. 3.1 billion is in respect of service tax matters. Of the total demand, Rs. 1.5 billion pertains to our life insurance subsidiary for levy of service tax surrender/foreclosure charges under unit linked insurance plans/life insurance plans, Rs. 0.7 billion pertains to venture capital funds in respect of retention of contribution received by the fund being treated as fees received in lieu of management services rendered by them and Rs. 0.6 billion pertains to the Bank mainly relating to interest charged on liquidity facilities provided to trusts holding securitized loan portfolios and income received from merchants on credit card acquiring transactions prior to May 2006. The Bank believes that the tax authorities are not likely to be able to substantiate the above tax demands.
|
|
·
|
Rs. 40.9 billion relates to appeals filed by us or the tax authorities with respect to assessments mainly pertaining to income tax, and interest tax, where we are relying on favorable precedent decisions of the appellate court and expert opinions. The key disputed liabilities are:
|
|
·
|
Rs. 14.1 billion relates to whether interest expenses can be attributed to earning tax-exempt income. We believe that no interest can be allocated thereto as there are no borrowings earmarked for investment in shares/tax free bonds and our interest free funds are sufficient to cover investments in the underlying tax free securities. The Bank has relied on favorable opinion from counsel and favorable appellate decisions in similar cases.
|
|
·
|
Rs. 11.2 billion relates to the disallowance of mark-to-market losses on derivative transactions treated by the tax authorities as notional losses. The Bank has relied on favorable opinion from counsel and favorable appellate decisions in similar cases, which had allowed the deduction of mark-to-market losses from business income.
|
|
·
|
Rs. 6.2 billion relates to the disallowance of depreciation claims on leased assets by the tax authorities, by treating the lease transactions as loan transactions. The Bank has relied on a favorable opinion from counsel and favorable appellate decisions in the Bank’s own case and other similar cases.
|
|
·
|
Rs. 2.7 billion relates to taxability of amounts withdrawn from the special reserve. ICICI had maintained two special reserve accounts, which includes special reserve created up to assessment year 1997-98. Withdrawals from the account were assessed as taxable by the tax authorities for the assessment years 1998-99 to 2000-01. We have received favorable orders in respect of the assessment year 1998-1999 and 1999-2000 but the income tax department has appealed against the favorable orders.
|
|
·
|
The promoters and promoter group entities of Kingfisher Airlines Limited have filed a suit in the Bombay High Court against 19 lenders who had provided credit facilities to Kingfisher Airlines Limited seeking to declare void the corporate guarantee given by one of the entities to the lenders and restrain the lenders from acting in furtherance of the corporate guarantee as well as a personal guarantee of the promoter and invocation of pledge of shares held by the lenders, and claiming damages of Rs. 32.00 billion from the lenders towards sums invested by the promoter group in Kingfisher Airlines Limited. The Bombay High Court has not granted any interim relief restraining lenders from acting in furtherance of the invocation of pledge. ICICI Bank had assigned its exposure to Kingfisher Airlines Limited to a third party in June 2012 and thereby ceased to be a lender to the company. The cause of action for the suit arose subsequent to that date, and the securities mentioned in the suit were not securities held by ICICI Bank even when it was a lender to the company. Consequently ICICI Bank believes the suit against it is not maintainable and has filed its written statement on October 8, 2013. The matter is now directed to be listed on August 20, 2014.
|
|
·
|
On October 19, 2011 the revenue intelligence wing of the Government of Rajasthan sought information on the immoveable properties transferred from Bank of Rajasthan to ICICI Bank pursuant to the merger of the Bank of Rajasthan with ICICI Bank. We provided the required information to the revenue intelligence wing. On November 9, 2011, ICICI Bank received a notice demanding payment of stamp duty and registration fees of Rs. 12.4 billion with regard to the merger without providing any details of how the demand had been computed. ICICI Bank duly responded to the notice by denying the liability on the basis that the merger was approved by Reserve Bank of India by an order under the Banking Regulation Act, 1949 and there was no provision in the Rajasthan Stamp Act for payment of stamp duty on such order or any requirement for registration thereof. The Additional Collector (Stamps), Jaipur, issued a prosecution notice to ICICI Bank on March 14, 2012 for nonpayment of stamp duty and non-registration of documents in relation to the immovable properties belonging to Bank of Rajasthan that had been transferred to ICICI Bank as a result of the merger. ICICI Bank sought an opinion from a legal counsel which confirmed that the order under the Banking Regulation Act, 1949 is not required to be stamped. ICICI Bank has filed a writ petition in the High Court of Jaipur challenging the demand notice and the notice for prosecution. The Additional Collector (Stamp) is scheduled to hear the matter on July 21, 2014. The High Court has not granted any stay based on our writ petition and the matter was listed on July 17, 2014 and adjourned for two weeks.
|
|
·
|
In 1999, we filed a suit in the Debt Recovery Tribunal, Delhi against Esslon Synthetics Limited and its Managing Director (in his capacity as guarantor) for the recovery of amounts totaling Rs. 169 million due from Esslon Synthetics Limited. In May 2001, the guarantor filed a counterclaim for an amount of Rs. 1.00 billion against us and other lenders who had extended financial assistance to Esslon Synthetics on the grounds that he had been coerced by officers of the lenders into signing an agreement between LML Limited, Esslon Synthetics and the lenders on account of which he suffered, among other things, loss of business. Esslon Synthetics Limited filed an application to amend the counterclaim in January 2004. We have filed our reply to the application for amendment. The guarantor has also filed an interim application on the grounds that certain documents have not been exhibited, to which we have filed our reply stating that the required documents are neither relevant nor necessary for adjudicating the dispute between the parties. In the meantime, the Industrial Development Bank of India has challenged the order of the Debt Recovery Tribunal, Delhi, whereby the Debt Recovery Tribunal allowed LML Limited to be included in the list of parties. The Debt Recovery Appellate Tribunal, Delhi has passed an interim stay order against the Debt Recovery Tribunal proceedings. In the liquidation proceeding before the High Court at Allahabad, the official liquidator attached to the Allahabad High Court sold the assets of Esslon Synthetics for Rs. 61 million in November 2002. We have filed our claim with the official liquidator attached to the Allahabad High Court for our dues. The official liquidator has informed us that the claim of the Bank has been allowed and that the amount payable to the Bank is Rs. 12 million. We have filed an affidavit before the
|
|
official liquidator for disbursement of the amount and the official liquidator has released Rs. 9 million to the Bank and the balance amount will be disbursed after finalization of amounts due to the employees of Esslon Synthetics by the Company court. Further, the guarantor has filed an insolvency proceeding before the insolvency court which is currently being opposed by the lenders including ICICI Bank. The next date of hearing in the Debt Recovery Tribunal and the Insolvency court is listed in the first week of August 2014.
|
|
i)
|
a fee not in excess of US$0.05 per ADS is charged for each issuance of ADSs including issuances resulting from distributions of shares, share dividends, share splits, bonuses and rights distributions;
|
|
ii)
|
a fee not in excess of US$0.05 per ADS is charged for each surrender of ADSs in exchange for the underlying deposited securities;
|
|
iii)
|
a fee for the distribution of the deposited securities pursuant to the deposit agreement, such fee being an amount equal to the fee for the execution and delivery of ADSs referred to in item (i) above which would have been charged as a result of the deposit of such securities, but which securities were instead distributed by the depositary, Deutsche Bank Trust Company Americas, to ADR holders.
|
|
i)
|
taxes and other governmental charges incurred by the depositary or the custodian on any ADS or an equity share underlying an ADS including any applicable penalties thereon;
|
|
ii)
|
transfer or registration fees for the registration or transfer of deposited securities on any applicable register in connection with the deposit or withdrawal of deposited securities, including those of a central depository for securities (where applicable);
|
|
iii)
|
any cable, telex, facsimile transmission and delivery expenses incurred by the depositary; and
|
|
iv)
|
customary expenses incurred by the depositary in the conversion of foreign currency, including, without limitation, expenses incurred on behalf of registered holders in connection with compliance with foreign exchange control restrictions and other applicable regulatory requirements, together with all expenses, transfer and registration fees, taxes, duties, governmental or other charges payable by the Depositary.
|
Year ended March 31,
|
||||||||||||||||||||||||
2010
|
2011
|
2012
|
2013
|
2014
|
2014(1)
|
|||||||||||||||||||
(in millions, except per common share data)
|
||||||||||||||||||||||||
Selected income statement data:
|
||||||||||||||||||||||||
Interest income(2)
|
Rs. | 301,537 | Rs. | 300,814 | Rs. | 379,948 | Rs. | 448,846 | Rs. | 494,792 | US$ | 8,247 | ||||||||||||
Interest expense
|
(207,292 | ) | (193,426 | ) | (250,132 | ) | (282,854 | ) | (297,106 | ) | (4,952 | ) | ||||||||||||
Net interest income
|
94,245 | 107,388 | 129,816 | 165,992 | 197,686 | 3,295 | ||||||||||||||||||
Non-interest income
|
294,461 | 315,133 | 286,634 | 293,198 | 300,846 | 5,014 | ||||||||||||||||||
Net total income
|
388,706 | 422,521 | 416,450 | 459,190 | 498,532 | 8,309 | ||||||||||||||||||
Non-interest expenses
|
||||||||||||||||||||||||
Depreciation on leased assets
|
(1,417 | ) | (789 | ) | (423 | ) | (328 | ) | (317 | ) | (5 | ) | ||||||||||||
Expenses pertaining to insurance business
|
(179,160 | ) | (209,029 | ) | (179,254 | ) | (173,517 | ) | (162,367 | ) | (2,706 | ) | ||||||||||||
Other operating expenses(3)
|
(96,756 | ) | (103,206 | ) | (115,844 | ) | (128,225 | ) | (143,979 | ) | (2,400 | ) | ||||||||||||
Total non-interest expenses
|
(277,333 | ) | (313,024 | ) | (295,521 | ) | (302,070 | ) | (306,663 | ) | (5,111 | ) | ||||||||||||
Operating profit before provisions
|
111,373 | 109,497 | 120,929 | 157,120 | 191,869 | 3,198 | ||||||||||||||||||
Provisions and contingencies
|
(45,587 | ) | (25,600 | ) | (14,063 | ) | (20,952 | ) | (29,003 | ) | (484 | ) | ||||||||||||
Profit before tax
|
65,786 | 83,897 | 106,866 | 136,168 | 162,866 | 2,714 | ||||||||||||||||||
Provision for tax
|
(17,352 | ) | (20,715 | ) | (27,490 | ) | (34,869 | ) | (46,095 | ) | (768 | ) | ||||||||||||
Profit after tax
|
48,434 | 63,182 | 79,376 | 101,299 | 116,771 | 1,946 | ||||||||||||||||||
Minority interest
|
(1,731 | ) | (2,249 | ) | (2,947 | ) | (5,263 | ) | (6,357 | ) | (106 | ) | ||||||||||||
Net profit
|
Rs. | 46,703 | Rs. | 60,933 | Rs. | 76,429 | Rs. | 96,036 | Rs. | 110,414 | US$ | 1,840 |
Year ended March 31,
|
||||||||||||||||||||||||
2010
|
2011
|
2012
|
2013
|
2014
|
2014(1)
|
|||||||||||||||||||
(in millions, except per common share data)
|
||||||||||||||||||||||||
Per common share:
|
||||||||||||||||||||||||
Earnings-basic(4)
|
Rs. | 41.93 | Rs. | 53.54 | Rs. | 66.33 | Rs. | 83.29 | Rs. | 95.65 | US$ | 1.59 | ||||||||||||
Earnings-diluted(5)
|
41.72 | 53.25 | 66.06 | 82.84 | 95.14 | 1.59 | ||||||||||||||||||
Dividend(6)
|
12.00 | 14.00 | 16.50 | 20.00 | 23.00 | 0.38 | ||||||||||||||||||
Book value(7)
|
436.48 | 452.89 | 506.02 | 571.60 | 652.53 | 10.88 | ||||||||||||||||||
Equity shares outstanding at the end of the period (in millions of equity shares)
|
1,115 | 1,152 | 1,153 | 1,154 | 1,155 | 1,155 | ||||||||||||||||||
Weighted average equity shares outstanding - basic (in millions of equity shares)
|
1,114 | 1,138 | 1,152 | 1,153 | 1,154 | 1,154 | ||||||||||||||||||
Weighted average equity shares outstanding – diluted (in millions of equity shares)
|
1,118 | 1,143 | 1,156 | 1,157 | 1,159 | 1,159 |
(1)
|
Rupee amounts for fiscal 2014 have been translated into U.S. dollars using the exchange rate of Rs. 60.00 = US$ 1.00 as set forth in the H.10 statistical release of the Federal Reserve Board at year-end fiscal 2014.
|
(2)
|
Interest income includes interest on rupee and foreign currency loans and advances (including bills) and hire purchase receivables and gains/(losses) on sell-down of loans of ICICI Bank. Interest income also includes interest on income tax refunds of Rs. 1.2 billion, Rs. 1.7 billion, Rs. 846 million, Rs. 2.7 billion and Rs. 2.0 billion for fiscal 2010, 2011, 2012, 2013 and 2014 respectively.
|
(3)
|
Includes employee expenses, depreciation on fixed assets and other general office expenses.
|
(4)
|
Earnings per share is computed based on the weighted average number of shares and represents net profit/(loss) per share before dilutive impact.
|
(5)
|
Earnings per share is computed based on the weighted average number of shares and represents net profit/(loss) per share adjusted for full dilution. Options to purchase 9,238,020, 13,503,150, 12,870,600, 12,489,440 and 14,675,220 equity shares granted to employees at a weighted average exercise price of Rs. 926.3, Rs. 944.7, Rs. 1,003.4, Rs. 967.7 and Rs. 1,036.0 were outstanding at year-end fiscal 2010, 2011, 2012, 2013 and 2014 respectively, but were not included in the computation of diluted earnings per share as these options were anti-dilutive.
|
(6)
|
In India, dividends for a fiscal year are normally declared and paid in the following year. We declared a dividend of Rs. 12.00 per equity share for fiscal 2010, which was paid in fiscal 2011. We declared a dividend of Rs. 14.00 per equity share for fiscal 2011, which was paid in fiscal 2012. We declared a dividend of Rs. 16.50 per equity share for fiscal 2012, which was paid in fiscal 2013. We declared a dividend of Rs. 20.00 per equity share for fiscal 2013, which was paid in fiscal 2014. We declared a dividend of Rs. 23.00 per equity share for fiscal 2014, which has been paid in fiscal 2015. The dividend per equity share is based on the total amount of dividends declared for the year, exclusive of dividend distribution tax.
|
(7)
|
Represents equity share capital, employees’ stock options outstanding and reserves and surplus reduced by deferred tax asset, goodwill and debit balance in the profit and loss account.
|
Year ended March 31,
|
||||||||||||||||||||
2010
|
2011
|
2012
|
2013
|
2014
|
||||||||||||||||
Selected income statement data:
|
||||||||||||||||||||
Interest income
|
5.92 | % | 5.69 | % | 6.52 | % | 7.01 | % | 7.03 | % | ||||||||||
Interest expense
|
(4.07 | ) | (3.66 | ) | (4.29 | ) | (4.42 | ) | (4.22 | ) | ||||||||||
Net interest income
|
1.85 | 2.03 | 2.23 | 2.59 | 2.81 | |||||||||||||||
Non-interest income
|
5.78 | 5.97 | 4.91 | 4.59 | 4.28 | |||||||||||||||
Total income
|
7.63 | 8.00 | 7.14 | 7.18 | 7.09 |
Year ended March 31,
|
||||||||||||||||||||
2010
|
2011
|
2012
|
2013
|
2014
|
||||||||||||||||
Depreciation on leased assets
|
(0.03 | ) | (0.01 | ) | (0.01 | ) | (0.01 | ) | (0.00 | ) | ||||||||||
Expenses pertaining to insurance business
|
(3.52 | ) | (3.96 | ) | (3.07 | ) | (2.71 | ) | (2.31 | ) | ||||||||||
Other operating expenses
|
(1.89 | ) | (1.96 | ) | (1.99 | ) | (2.00 | ) | (2.05 | ) | ||||||||||
Non-interest expenses
|
(5.44 | ) | (5.93 | ) | (5.07 | ) | (4.72 | ) | (4.36 | ) | ||||||||||
Operating profit before provisions
|
2.19 | 2.07 | 2.07 | 2.46 | 2.73 | |||||||||||||||
Provisions and contingencies
|
(0.90 | ) | (0.48 | ) | (0.24 | ) | (0.33 | ) | (0.41 | ) | ||||||||||
Profit before tax
|
1.29 | 1.59 | 1.83 | 2.13 | 2.32 | |||||||||||||||
Provision for tax
|
(0.34 | ) | (0.39 | ) | (0.47 | ) | (0.55 | ) | (0.66 | ) | ||||||||||
Profit after tax
|
0.95 | 1.20 | 1.36 | 1.58 | 1.66 | |||||||||||||||
Minority interest
|
(0.03 | ) | (0.05 | ) | (0.05 | ) | (0.08 | ) | (0.09 | ) | ||||||||||
Net profit
|
0.92 | % | 1.15 | % | 1.31 | % | 1.50 | % | 1.57 | % |
At or for the year ended March 31,
|
||||||||||||||||||||||||
2010
|
2011
|
2012
|
2013
|
2014
|
2014(1)
|
|||||||||||||||||||
(in millions, except percentages)
|
||||||||||||||||||||||||
Selected balance sheet data:
|
||||||||||||||||||||||||
Total assets
|
Rs. | 5,014,153 | Rs. | 5,471,907 | Rs. | 6,192,869 | Rs. | 6,748,217 | Rs. | 7,475,257 | US$ | 124,588 | ||||||||||||
Investments
|
1,863,198 | 2,096,528 | 2,398,641 | 2,556,667 | 2,676,094 | 44,602 | ||||||||||||||||||
Advances, net
|
2,257,781 | 2,560,193 | 2,921,254 | 3,299,741 | 3,873,418 | 64,557 | ||||||||||||||||||
Non-performing customer assets (gross)
|
105,821 | 111,575 | 107,124 | 107,165 | 122,994 | 2,050 | ||||||||||||||||||
Total liabilities
|
4,501,188 | 4,918,882 | 5,580,104 | 6,060,593 | 6,710,959 | 111,849 | ||||||||||||||||||
Deposits
|
2,415,723 | 2,591,060 | 2,819,505 | 3,147,705 | 3,595,127 | 59,919 | ||||||||||||||||||
Borrowings (includes subordinated debt and redeemable non-cumulative preference shares)
|
1,156,983 | 1,258,389 | 1,612,966 | 1,728,882 | 1,835,421 | 30,590 | ||||||||||||||||||
Equity share capital
|
11,149 | 11,518 | 11,528 | 11,536 | 11,550 | 193 | ||||||||||||||||||
Reserves and surplus
|
501,816 | 541,507 | (2) | 601,237 | (2) | 676,088 | (2) | 752,748 | (2) | 12,546 | ||||||||||||||
Period average(3):
|
||||||||||||||||||||||||
Total assets
|
5,093,245 | 5,282,746 | 5,832,309 | 6,394,436 | 7,037,002 | 117,283 | ||||||||||||||||||
Interest-earning assets
|
4,060,883 | 4,157,164 | 4,697,241 | 5,272,489 | 5,830,625 | 97,177 | ||||||||||||||||||
Advances, net
|
2,395,300 | 2,350,205 | 2,720,937 | 3,149,347 | 3,589,293 | 59,822 | ||||||||||||||||||
Total liabilities(4)
|
4,580,654 | 4,723,072 | 5,214,310 | 5,723,133 | 6,284,987 | 104,750 | ||||||||||||||||||
Interest-bearing liabilities
|
3,713,343 | 3,717,501 | 4,099,844 | 4,556,099 | 4,996,433 | 83,274 | ||||||||||||||||||
Borrowings
|
1,308,823 | 1,303,276 | 1,465,670 | 1,656,860 | 1,820,630 | 30,344 | ||||||||||||||||||
Stockholders’ equity
|
512,591 | 559,674 | 617,999 | 671,303 | 752,016 | 12,534 | ||||||||||||||||||
Profitability:
|
||||||||||||||||||||||||
Net profit as a percentage of:
|
||||||||||||||||||||||||
Average total assets
|
0.92 | % | 1.15 | % | 1.31 | % | 1.50 | % | 1.57 | % | ||||||||||||||
Average stockholders’ equity
|
9.11 | 10.89 | 12.37 | 14.31 | 14.68 | |||||||||||||||||||
Average stockholders’ equity (including preference share capital)
|
9.05 | 10.82 | 12.30 | 14.23 | 14.61 | |||||||||||||||||||
Dividend payout ratio(5)
|
28.65 | 26.46 | 24.89 | 24.02 | 24.06 | |||||||||||||||||||
Spread(6)
|
1.95 | 2.12 | 2.06 | 2.35 | 2.58 | |||||||||||||||||||
Net interest margin(7)
|
2.42 | 2.67 | 2.83 | 3.20 | 3.44 | |||||||||||||||||||
Cost-to-income ratio(8)
|
71.35 | 74.08 | 70.96 | 65.78 | 61.51 | |||||||||||||||||||
Cost-to-average assets ratio(9)
|
5.44 | 5.93 | 5.07 | 4.72 | 4.36 | |||||||||||||||||||
Capital(10):
|
||||||||||||||||||||||||
Average stockholders’ equity as a percentage of average total assets
|
10.06 | % | 10.59 | % | 10.60 | % | 10.50 | % | 10.69 | % | ||||||||||||||
Average stockholders’ equity (including preference share capital) as a percentage of average total assets
|
10.13 | % | 10.66 | % | 10.66 | % | 10.55 | % | 10.74 | % |
At or for the year ended March 31,
|
||||||||||||||||||||||||
2010
|
2011
|
2012
|
2013
|
2014
|
2014(1)
|
|||||||||||||||||||
(in millions, except percentages)
|
||||||||||||||||||||||||
Asset quality:
|
||||||||||||||||||||||||
Net restructured assets as a percentage of net customer assets
|
2.62 | % | 0.93 | % | 1.40 | % | 1.58 | % | 2.70 | % | ||||||||||||||
Net non-performing assets as a percentage of net customer assets(11)
|
1.84 | % | 1.06 | % | 0.79 | % | 0.74 | % | 0.99 | % | ||||||||||||||
Provision on restructured assets as a percentage of gross restructured assets
|
3.98 | % | 3.23 | % | 8.81 | % | 7.87 | % | 8.42 | % | ||||||||||||||
Provision on non-performing assets as a percentage of gross non-performing assets
|
55.83 | % | 71.25 | % | 74.56 | % | 72.80 | % | 63.72 | % | ||||||||||||||
Provision as a percentage of gross customer assets(12)
|
3.10 | % | 3.25 | % | 2.98 | % | 2.63 | % | 2.47 | % |
(1)
|
Rupee amounts at year-end fiscal 2014 have been translated into US dollars using the exchange rate of Rs. 60.00 = US$ 1.00 as set forth in the H.10 statistical release of the Federal Reserve Board at year-end fiscal 2014.
|
(2)
|
Includes balance in employees stock options outstanding which will be transferred to “Equity share capital” or “Reserves and surplus” on exercise/lapse of options.
|
(3)
|
Until fiscal 2011, the average balances are the sum of daily average balances outstanding for ICICI Bank, except for the averages of overseas branches which were calculated on a monthly basis until October 31, 2010 and on a fortnightly basis thereafter and the average of quarterly balances outstanding at the end of March of the previous fiscal year and June, September, December and March of that year for subsidiaries and other consolidated entities. Since fiscal 2012, the average balances are the sum of the daily average balances outstanding, except for the averages of overseas branches of ICICI Bank which are calculated on fortnightly basis.
|
(4)
|
Includes preference share capital and minority interest, but does not include stockholders’ equity.
|
(5)
|
Represents the ratio of total dividends paid on equity share capital, exclusive of dividend tax, as a percentage of net profit.
|
(6)
|
Represents the difference between yield on average interest-earning assets and cost of average interest-bearing liabilities. Yield on average interest-earning assets is the ratio of interest income to average interest-earning assets. Cost of average interest-bearing liabilities is the ratio of interest expense to average interest-bearing liabilities.
|
(7)
|
Represents the ratio of net interest income to average interest-earning assets. The difference in net interest margin and spread arises due to the difference in the amount of average interest-earning assets and average interest-bearing liabilities. If average interest-earning assets exceed average interest-bearing liabilities, net interest margin is greater than spread, and if average interest-bearing liabilities exceed average interest-earning assets, net interest margin is less than spread.
|
(8)
|
Represents the ratio of non-interest expenses to total income. Total income represents the sum of net interest income and non-interest income.
|
(9)
|
Represents the ratio of non-interest expenses to average total assets.
|
(10)
|
ICICI Bank’s capital adequacy is computed in accordance with the Basel III guidelines stipulated by the Reserve Bank of India with effect from April 1, 2013 and is based on Indian GAAP. The capital adequacy ratios of ICICI Bank on an unconsolidated basis in accordance with the Reserve Bank of India’s guidelines on Basel III, at year-end fiscal 2014 were: Common Equity Tier 1 risk-based capital ratio of 12.8%; Tier 1 risk-based capital ratio of 12.8%; and total risk-based capital ratio of 17.7%. The capital adequacy ratios of ICICI Bank on consolidated basis in accordance with the Reserve Bank of India’s guidelines on Basel III, at year-end fiscal 2014 were: Common Equity Tier 1 risk-based capital ratio of 13.1%; Tier 1 risk-based capital ratio of 13.1%; and total risk-based capital ratio of 18.3%.
|
(11)
|
Includes loans identified as non-performing/impaired in line with the guidelines issued by regulators of the respective subsidiary.
|
(12)
|
Includes general provision on standard assets.
|
(13)
|
Previous year figures have been re-grouped/re-classified where necessary to conform to current period classification.
|
At or for the year ended March 31,
|
||||||||||||||||||||||||
2010
|
2011
|
2012
|
2013
|
2014
|
2014(1)
|
|||||||||||||||||||
(in millions)
|
||||||||||||||||||||||||
Total income(2)
|
Rs. | 155,106 | Rs. | 152,661 | Rs. | 188,192 | Rs. | 245,463 | Rs. | 274,705 | US$ | 4,578 | ||||||||||||
Net income/(loss) attributable to ICICI Bank’s shareholders’
|
45,250 | 54,361 | 70,811 | 101,052 | 101,421 | 1,690 | ||||||||||||||||||
Total assets
|
4,820,604 | 5,229,844 | 5,506,134 | 5,860,331 | 6,485,471 | 108,091 | ||||||||||||||||||
ICICI Bank’s stockholders’ equity
|
523,063 | 584,083 | 633,518 | 736,566 | 801,882 | 13,365 | ||||||||||||||||||
Other comprehensive income/(loss)
|
(246 | ) | (1,332 | ) | (7,257 | ) | 14,431 | 2,157 | 36 | |||||||||||||||
Per equity share
|
||||||||||||||||||||||||
Net income/(loss) from continuing operation-basic(3)
|
40.63 | 47.77 | 61.45 | 87.64 | 87.86 | |||||||||||||||||||
Net income/(loss) from continuing operation-diluted(4)
|
40.35 | 47.52 | 61.21 | 87.21 | 87.48 | |||||||||||||||||||
Dividend(5)
|
11.00 | 12.00 | 14.00 | 16.50 | 20.00 |
(1)
|
Rupee amounts for fiscal 2014 have been translated into U.S. dollars using the exchange rate of Rs. 60.00 = US$ 1.00 as set forth in the H.10 statistical release of the Federal Reserve Board at year-end fiscal 2014.
|
(2)
|
Represents net interest income plus non-interest income.
|
(3)
|
Represents net income/(loss) before dilutive impact.
|
(4)
|
Represents net profit/(loss) adjusted for full dilution. Options to purchase 9,238,020, 13,503,150, 12,870,600, 12,489,440 and 14,675,220 equity shares granted to employees at a weighted average exercise price of Rs. 926.3, Rs. 944.7, Rs. 1,003.4, Rs. 967.7 and Rs. 1,036.0 were outstanding at year-end fiscal 2010, 2011, 2012, 2013 and 2014, respectively, but were not included in the computation of diluted earnings per share as these options were anti-dilutive.
|
(5)
|
In India, dividends for a fiscal year are normally declared and paid in the following year. We declared a dividend of Rs. 12.00 per equity share for fiscal 2010, which was paid in fiscal 2011. We declared a dividend of Rs. 14.00 per equity share for fiscal 2011, which was paid in fiscal 2012. We declared a dividend of Rs. 16.50 per equity share for fiscal 2012, which was paid in fiscal 2013. We declared a dividend of Rs. 20.00 per equity share for fiscal 2013, which was paid in fiscal 2014. We declared a dividend of Rs. 23.00 per equity share for fiscal 2014, which has been paid in fiscal 2015. The dividend per equity share is based on the total amount of dividends paid during the year, exclusive of dividend tax.
|
(6)
|
Previous year figures have been re-grouped/re-classified where necessary to conform to current period classification.
|
|
·
|
Strengthening and clarifying the monetary policy framework. In this regard, the recommendations of the Urjit Patel Committee to Revise and Strengthen Monetary Policy Framework were considered and implementation was initiated during fiscal 2014. Key proposals include adopting the consumer price index as the key inflation measure for monetary policy action, keeping the economy on a disinflationary glide path with a target of 8.0% consumer price index inflation by January 2015 and 6.0% by January 2016, transitioning to a bi-monthly monetary policy cycle, and progressively reducting in banking system access to overnight liquidity under the liquidity adjustment facility and corresponding increase in access to liquidity through term repos.
|
|
·
|
Strengthening the banking structure through the entry of new banks, branch expansion, encouraging new varieties of banks and clarifying an organizational framework for foreign banks. On April 2, 2014, two new banks were given in-principle licenses. The Reserve Bank of India further indicated that going forward it would issue licenses on an ongoing basis and would also create categories of differentiated bank licenses.
|
|
·
|
Broadening and deepening financial markets and increasing their liquidity and resilience.
|
|
·
|
Expanding access to finance to small and medium enterprises, the unorganized sector, the poor and the remote underserved areas. The Reserve Bank of India appointed a Committee on Comprehensive Financial Services for Small Businesses and Low-Income Households which submitted its recommendations in March 2014 and has proposed, among other things, allowing the setting up of specialized payments and wholesale banks, and a new framework for priority sector lending.
|
|
·
|
Strengthening real and financial restructuring and debt recovery from corporates and improving the system’s ability to deal with distress. In January 2014, the Reserve Bank of India issued a “Framework for Revitalising Distressed Assets in the Economy”. The framework outlines an action plan for early identification of problem cases, timely restructuring of accounts which are considered to be viable and prompt steps for recovery or sale of unviable accounts. Accounts have to be categorized into ‘special mention accounts’ based on certain criteria. Joint lenders’ forums are required to be formed to formulate corrective action plans, and in case the forum fails to agree on an action plan, it would result in an accelerated provisioning requirement. An independent evaluation of large value restructuring with a focus on viability and fair sharing of gains and losses between promoters and creditors has been mandated. The framework is effective from April 1, 2014.
|
|
·
|
In May 2013, the Reserve Bank of India issued guidelines on restructuring of advances. As per the guidelines, loans that are restructured (other than due to delay in project completion up to separate specified periods in the infrastructure sector and non-infrastructure sector) from April 1, 2015 onwards would be classified as non-performing. General provision on standard accounts restructured from June 1, 2013 was increased to 5.0%. The general provision required on standard accounts restructured prior to that date has been increased to 3.5% by March 31, 2014, 4.25% by March 31, 2015 and 5.0% by March 31, 2016;
|
|
·
|
In June 2013, prudential norms pertaining to risk weights, provisioning and loan-to-value ratio for individual housing loans were revised. Accordingly, individual housing loans of up to Rs. 7.5 million now attract risk weight of 50% with standard asset provisioning of 0.4%. For individual housing loans of above
|
|
·
|
A new category of commercial real estate referred to as commercial real estate-residential housing was created within the commercial real estate category. Commercial real estate — residential housing attracts risk weight of 75.0% and standard asset provisioning of 0.75%. Commercial real estate excluding residential housing has risk weight of 100% and standard asset provisioning of 1.0%;
|
|
·
|
In August 2013, the Reserve Bank of India released a discussion paper on the structure of the banking system in India. The paper envisages changes in the structure of the banking system with a view to addressing specific issues such as enhancing competition, financing higher growth, providing specialized services and expanding financial inclusion. The paper proposes to allow different types of banks along with differentiated licensing for niche services. It has also proposed continuous licensing for entry of new banks. The paper also favors migration from the current bank-led universal banking model to a financial holding company structure;
|
|
·
|
In the first half of fiscal 2014, the Reserve Bank of India announced measures with regard to gold imports and financing of gold. Banks’ import of gold on a consignment basis was restricted to only to meet the needs of exporters of gold jewellery. Further, import of gold under all categories was mandated to be only on 100.0% cash margin basis. Advances against the security of gold coins per customer were restricted to gold coins weighing up to 50 grams;
|
|
·
|
In October 2013, the Reserve Bank of India liberalized the branch authorization policy, removing the requirement of approvals to open branches in metropolitan regions. However, the total number of branches opened in Tier 1 centers during a year cannot exceed the total number of branches opened in Tier 2 to Tier 6 centers during a year. It was also specified that at least 25.0% of total new branches opened in a year should be in unbanked rural Tier 5 and Tier 6 centers;
|
|
·
|
Under Section 36(1)(viii) of the Income-tax Act, a deduction from taxable profits of amounts transferred by banks to Special Reserve was permitted. The deduction allowed was up to 20% of the profits derived from long term lending business, for tenures exceeding five years. No deferred tax liability was created on this reserve, since only a drawdown of the reserve could reverse the tax benefit and the special reserve was not intended to be drawn down. The Special Reserve was however considered net of tax for capital adequacy computation as per RBI requirements. In December 2013, the Reserve Bank of India mandated banks to create deferred tax liability on amounts transferred to Special Reserve on a prudent basis. The deferred tax liability up to March 31, 2013 was permitted to be directly adjusted through reserves and from the financial year ended March 31, 2014 onwards deferred tax liability was to be charged through the profit and loss account.
|
|
·
|
In December 2013, the Reserve Bank of India issued a draft framework on capital surcharges for domestic systemically important banks. The higher capital requirements applicable to domestic systemically important banks would be implemented in a phased manner from April 2016 to April 2019. These banks would be required to have additional Common Equity Tier 1 capital ranging from 0.2% to 0.8% of risk-weighted assets;
|
|
·
|
In December 2013, the Reserve Bank of India issued draft guidelines on implementation of a counter-cyclical capital buffer. According to the guidelines, the counter-cyclical capital buffer would range from 0% to 2.5% of risk-weighted assets of the bank. The variation in the credit-to-GDP ratio from its long-term trend would be a key parameter for identifying business cycles;
|
|
·
|
Considering the slowdown in economic growth and rising asset quality concerns, as a countercyclical measure the Reserve Bank of India allowed banks to utilise up to 33.0% of the countercyclical provisioning buffer or floating provisions held as on March 31, 2013, for making accelerated or additional provisions towards non-performing assets during fiscal 2014.
|
|
·
|
In December 2013, the Reserve Bank of India issued updated guidelines on stress testing. As per the guidelines, banks would have to carry out stress tests for credit risk and market risk to assess their ability to withstand shocks. Banks would be classified into three categories based on the size of risk-weighted assets.
|
|
·
|
In January 2014, the Reserve Bank of India introduced incremental provisioning and capital requirements for banks’ exposure to entities with unhedged foreign currency exposure. Banks are required to make incremental provisioning (over and above standard asset provisioning) that would range between 0-80 basis points based on the likely loss to the borrower due to exchange rate movement as a percentage of earnings before interest and depreciation of the borrower. An additional risk weight of 25% would be applicable if the expected loss exceeds 75% of earnings before interest and depreciation of the borrower, while for losses less than 75% there is no additional capital requirement. This guideline is effective from April 1, 2014;
|
|
·
|
In February 2014, the Reserve Bank of India issued guidelines setting limits on intra-group transactions and exposures. The Reserve Bank of India has prescribed a single group entity exposure limit of 5.0% of paid-up capital and reserves for non-financial companies and 10.0% for regulated financial entities. The aggregate group exposure cannot exceed 20.0% of paid up capital and reserves;
|
|
·
|
In March 2014, the Reserve Bank of India released a notification amending the implementation schedule of Basel III capital regulations. The introduction of a capital conservation buffer was deferred by a year to March 31, 2016, and full implementation of Basel III capital regulations was rescheduled to March 31, 2019 compared to the earlier schedule of March 31, 2018. With regard to loss absorption features for Additional Tier 1 capital instruments, the guidelines prescribed two pre-specified trigger points as compared to the earlier trigger of Common Equity Tier 1 of 6.125%: a Common Equity Tier 1 of 5.5% of risk-weighted assets applicable for instruments issued before March 31, 2019; and a Common Equity Tier 1 of 6.125% of risk-weighted assets for instruments issued on or after March 31, 2019. Further, for new capital instruments, the guidelines did away with temporary write-down features and prescribed that new capital instruments should necessarily have conversion/permanent write-down features.
|
Year ended March 31,
|
||||||||||||||||||||||||||||||||||||
2012
|
2013
|
2014
|
||||||||||||||||||||||||||||||||||
Average balance
|
Interest
income/
expense
|
Average yield/cost
|
Average balance
|
Interest
income/
expense
|
Average yield/cost
|
Average balance
|
Interest
income/
expense
|
Average yield/
cost
|
||||||||||||||||||||||||||||
(in millions, except percentages)
|
||||||||||||||||||||||||||||||||||||
Assets:
|
||||||||||||||||||||||||||||||||||||
Advances:
|
||||||||||||||||||||||||||||||||||||
Rupee
|
Rs. | 1,743,013 | Rs. | 204,357 | 11.72 | % | Rs. | 2,048,621 | Rs. | 246,408 | 12.03 | % | Rs. | 2,306,443 | Rs. | 281,158 | 12.19 | % | ||||||||||||||||||
Foreign currency
|
977,924 | 41,845 | 4.28 | 1,100,726 | 49,217 | 4.47 | 1,282,850 | 56,051 | 4.37 | |||||||||||||||||||||||||||
Total advances
|
2,720,937 | 246,202 | 9.05 | 3,149,347 | 295,625 | 9.39 | 3,589,293 | 337,209 | 9.39 | |||||||||||||||||||||||||||
Investments:
|
||||||||||||||||||||||||||||||||||||
Rupee
|
1,520,787 | 114,106 | 7.50 | 1,672,004 | 133,076 | 7.96 | 1,849,764 | 142,681 | 7.71 | |||||||||||||||||||||||||||
Foreign currency
|
125,963 | 2,985 | 2.37 | 118,789 | 2,783 | 2.34 | 97,742 | 2,368 | 2.42 | |||||||||||||||||||||||||||
Total investments
|
1,646,750 | 117,091 | 7.11 | 1,790,793 | 135,859 | 7.59 | 1,947,506 | 145,049 | 7.45 | |||||||||||||||||||||||||||
Other interest-earning assets:
|
||||||||||||||||||||||||||||||||||||
Rupee
|
233,523 | 5,963 | 2.55 | 208,674 | 6,558 | 3.14 | 180,082 | 3,491 | 1.94 | |||||||||||||||||||||||||||
Foreign currency
|
96,031 | 1,018 | 1.06 | 123,675 | 1,265 | 1.02 | 113,745 | 694 | 0.61 | |||||||||||||||||||||||||||
Total other interest-earning assets
|
329,554 | 6,981 | 2.12 | 332,349 | 7,823 | 2.35 | 293,826 | 4,185 | 1.42 | |||||||||||||||||||||||||||
Other interest income:
|
||||||||||||||||||||||||||||||||||||
Rupee
|
1,456 | 4,814 | 4,115 | |||||||||||||||||||||||||||||||||
Foreign currency
|
11,547 | 7,395 | 6,835 | |||||||||||||||||||||||||||||||||
Total other interest income
|
13,003 | 12,209 | 10,950 | |||||||||||||||||||||||||||||||||
Interest-earning assets:
|
||||||||||||||||||||||||||||||||||||
Rupee
|
3,497,323 | 325,882 | 9.32 | 3,929,299 | 390,856 | 9.95 | 4,336,288 | 431,445 | 9.95 | |||||||||||||||||||||||||||
Foreign currency
|
1,199,918 | 57,395 | 4.78 | 1,343,190 | 60,660 | 4.52 | 1,494,337 | 65,947 | 4.41 | |||||||||||||||||||||||||||
Total interest-earning assets
|
4,697,241 | 383,277 | 8.16 | 5,272,489 | 451,516 | 8.56 | 5,830,625 | 497,393 | 8.53 | |||||||||||||||||||||||||||
Fixed assets
|
54,834 | 54,738 | 54,752 | |||||||||||||||||||||||||||||||||
Other assets
|
1,080,234 | 1,067,209 | 1,151,625 | |||||||||||||||||||||||||||||||||
Total non-earning assets
|
1,135,068 | 1,121,947 | 1,206,377 | |||||||||||||||||||||||||||||||||
Total assets
|
Rs. | 5,832,309 | Rs. | 383,277 | Rs. | 6,394,436 | Rs. | 451,516 | Rs. | 7,037,002 | Rs. | 497,393 | ||||||||||||||||||||||||
Liabilities:
|
||||||||||||||||||||||||||||||||||||
Savings account deposits:
|
||||||||||||||||||||||||||||||||||||
Rupee
|
Rs. | 665,832 | Rs. | 26,154 | 3.93 | % | Rs. | 753,946 | Rs. | 29,878 | 3.96 | % | Rs. | 865,748 | Rs. | 34,336 | 3.97 | % | ||||||||||||||||||
Foreign currency
|
66,306 | 730 | 1.10 | 68,665 | 733 | 1.07 | 82,051 | 1,025 | 1.25 | |||||||||||||||||||||||||||
Total savings account deposits
|
732,138 | 26,884 | 3.67 | 822,611 | 30,611 | 3.72 | 947,800 | 35,361 | 3.73 | |||||||||||||||||||||||||||
Time deposits:
|
||||||||||||||||||||||||||||||||||||
Rupee
|
1,294,349 | 113,215 | 8.75 | 1,481,452 | 134,675 | 9.09 | 1,541,494 | 135,375 | 8.78 | |||||||||||||||||||||||||||
Foreign currency
|
353,468 | 12,631 | 3.57 | 334,376 | 10,550 | 3.16 | 392,768 | 13,454 | 3.43 | |||||||||||||||||||||||||||
Total time deposits
|
1,647,817 | 125,846 | 7.64 | 1,815,828 | 145,225 | 8.00 | 1,934,262 | 148,829 | 7.69 | |||||||||||||||||||||||||||
Other demand deposits:
|
||||||||||||||||||||||||||||||||||||
Rupee
|
221,298 | 217,742 | 246,554 | |||||||||||||||||||||||||||||||||
Foreign currency
|
32,921 | 43,058 | 47,187 | |||||||||||||||||||||||||||||||||
Total other demand deposits
|
254,219 | 260,800 | 293,741 |
Year ended March 31,
|
||||||||||||||||||||||||||||||||||||
2012
|
2013
|
2014
|
||||||||||||||||||||||||||||||||||
Average balance
|
Interest
income/
expense
|
Average yield/cost
|
Average balance
|
Interest
income/
expense
|
Average yield/cost
|
Average balance
|
Interest
income/
expense
|
Average yield/
cost
|
||||||||||||||||||||||||||||
(in millions, except percentages)
|
||||||||||||||||||||||||||||||||||||
Total deposits:
|
||||||||||||||||||||||||||||||||||||
Rupee
|
2,181,479 | 139,369 | 6.39 | 2,453,140 | 164,553 | 6.71 | 2,653,796 | 169,711 | 6.40 | |||||||||||||||||||||||||||
Foreign currency
|
452,695 | 13,361 | 2.95 | 446,099 | 11,283 | 2.53 | 522,006 | 14,479 | 2.77 | |||||||||||||||||||||||||||
Total deposits
|
2,634,174 | 152,730 | 5.80 | 2,899,239 | 175,836 | 6.06 | 3,175,802 | 184,190 | 5.80 | |||||||||||||||||||||||||||
Borrowings:
|
||||||||||||||||||||||||||||||||||||
Rupee
|
583,542 | 64,009 | 10.97 | 642,997 | 69,757 | 10.85 | 678,217 | 74,740 | 11.02 | |||||||||||||||||||||||||||
Foreign currency
|
882,128 | 33,393 | 3.79 | 1,013,863 | 37,261 | 3.68 | 1,142,414 | 38,176 | 3.34 | |||||||||||||||||||||||||||
Total borrowings
|
1,465,670 | 97,402 | 6.65 | 1,656,860 | 107,018 | 6.46 | 1,820,630 | 112,916 | 6.20 | |||||||||||||||||||||||||||
Interest-bearing liabilities:
|
||||||||||||||||||||||||||||||||||||
Rupee
|
2,765,021 | 203,378 | 7.36 | 3,096,137 | 234,310 | 7.57 | 3,332,013 | 244,451 | 7.34 | |||||||||||||||||||||||||||
Foreign currency
|
1,334,823 | 46,754 | 3.50 | 1,459,962 | 48,544 | 3.32 | 1,664,419 | 52,655 | 3.16 | |||||||||||||||||||||||||||
Total interest-bearing liabilities
|
4,099,844 | 250,132 | 6.10 | 4,556,099 | 282,854 | 6.21 | 4,996,433 | 297,106 | 5.95 | |||||||||||||||||||||||||||
Preference share capital
|
3,500 | 3,500 | 3,500 | |||||||||||||||||||||||||||||||||
Other liabilities
|
1,110,966 | 1,163,534 | 1,285,054 | |||||||||||||||||||||||||||||||||
Total liabilities
|
5,214,310 | 250,132 | 5,723,133 | 282,854 | 6,284,987 | 297,106 | ||||||||||||||||||||||||||||||
Stockholders’ equity
|
617,999 | 671,303 | 752,016 | |||||||||||||||||||||||||||||||||
Total liabilities and stockholders’ equity
|
Rs. | 5,832,309 | Rs. | 250,132 | Rs. | 6,394,436 | Rs. | 282,854 | Rs. | 7,037,002 | Rs. | 297,106 |
Fiscal 2013 vs. Fiscal 2012
|
Fiscal 2014 vs. Fiscal 2013
|
|||||||||||||||||||||||
Increase (decrease) due to
|
Increase (decrease) due to
|
|||||||||||||||||||||||
Net change
|
Change in average volume
|
Change in average rate
|
Net change
|
Change in average volume
|
Change in average rate
|
|||||||||||||||||||
(in millions)
|
||||||||||||||||||||||||
Interest income:
|
||||||||||||||||||||||||
Advances:
|
||||||||||||||||||||||||
Rupee
|
Rs. | 42,051 | Rs. | 36,758 | Rs. | 5,293 | Rs. | 34,750 | Rs. | 31,429 | Rs. | 3,321 | ||||||||||||
Foreign currency
|
7,373 | 5,491 | 1,882 | 6,834 | 7,957 | (1,123 | ) | |||||||||||||||||
Total advances
|
49,424 | 42,249 | 7,175 | 41,584 | 39,386 | 2,198 | ||||||||||||||||||
Investments:
|
||||||||||||||||||||||||
Rupee
|
18,970 | 12,035 | 6,935 | 9,605 | 13,711 | (4,106 | ) | |||||||||||||||||
Foreign currency
|
(202 | ) | (168 | ) | (34 | ) | (416 | ) | (510 | ) | 94 | |||||||||||||
Total investments
|
18,768 | 11,867 | 6,901 | 9,189 | 13,201 | (4,012 | ) | |||||||||||||||||
Other interest-earning assets:
|
||||||||||||||||||||||||
Rupee
|
596 | (781 | ) | 1,377 | (3,067 | ) | (554 | ) | (2,513 | ) | ||||||||||||||
Foreign currency
|
247 | 283 | (36 | ) | (571 | ) | (61 | ) | (510 | ) | ||||||||||||||
Total other interest earning asset
|
843 | (498 | ) | 1,341 | (3,638 | ) | (615 | ) | (3,023 | ) | ||||||||||||||
Other interest income
|
||||||||||||||||||||||||
Rupee
|
3,358 | — | 3,358 | (699 | ) | — | (699 | ) | ||||||||||||||||
Foreign currency
|
(4,152 | ) | — | (4,152 | ) | (560 | ) | — | (560 | ) | ||||||||||||||
Other interest income
|
(794 | ) | — | (794 | ) | (1,259 | ) | — | (1,259 | ) |
Fiscal 2013 vs. Fiscal 2012
|
Fiscal 2014 vs. Fiscal 2013
|
|||||||||||||||||||||||
Increase (decrease) due to
|
Increase (decrease) due to
|
|||||||||||||||||||||||
Net change
|
Change in average volume
|
Change in average rate
|
Net change
|
Change in average volume
|
Change in average rate
|
|||||||||||||||||||
(in millions)
|
||||||||||||||||||||||||
Total interest income:
|
||||||||||||||||||||||||
Rupee
|
64,975 | 48,012 | 16,963 | 40,589 | 44,586 | (3,997 | ) | |||||||||||||||||
Foreign currency
|
3,266 | 5,606 | (2,340 | ) | 5,287 | 7,386 | (2,099 | ) | ||||||||||||||||
Total interest income
|
68,241 | 53,618 | 14,623 | 45,876 | 51,972 | (6,096 | ) | |||||||||||||||||
Interest expense:
|
||||||||||||||||||||||||
Savings account deposits:
|
||||||||||||||||||||||||
Rupee
|
3,725 | 3,492 | 233 | 4,458 | 4,434 | 24 | ||||||||||||||||||
Foreign currency
|
3 | 25 | (22 | ) | 292 | 167 | 125 | |||||||||||||||||
Total savings account deposits
|
3,728 | 3,517 | 211 | 4,750 | 4,601 | 149 | ||||||||||||||||||
Time deposits:
|
||||||||||||||||||||||||
Rupee
|
21,459 | 17,009 | 4,450 | 700 | 5,273 | (4,573 | ) | |||||||||||||||||
Foreign currency
|
(2,081 | ) | (602 | ) | (1,479 | ) | 2,904 | 2,000 | 904 | |||||||||||||||
Total time deposits
|
19,378 | 16,407 | 2,971 | 3,604 | 7,273 | (3,669 | ) | |||||||||||||||||
Total deposits:
|
||||||||||||||||||||||||
Rupee
|
25,184 | 20,501 | 4,683 | 5,158 | 9,707 | (4,549 | ) | |||||||||||||||||
Foreign currency
|
(2,078 | ) | (577 | ) | (1,501 | ) | 3,196 | 2,167 | 1,029 | |||||||||||||||
Total deposits
|
23,106 | 19,924 | 3,182 | 8,354 | 11,874 | (3,520 | ) | |||||||||||||||||
Borrowings:
|
||||||||||||||||||||||||
Rupee
|
5,748 | 6,450 | (702 | ) | 4,983 | 3,881 | 1,102 | |||||||||||||||||
Foreign currency
|
3,868 | 4,841 | (973 | ) | 915 | 4,296 | (3,381 | ) | ||||||||||||||||
Total borrowings
|
9,616 | 11,291 | (1,675 | ) | 5,898 | 8,177 | (2,279 | ) | ||||||||||||||||
Total interest expense:
|
||||||||||||||||||||||||
Rupee
|
30,932 | 26,951 | 3,981 | 10,141 | 13,588 | (3,447 | ) | |||||||||||||||||
Foreign currency
|
1,790 | 4,264 | (2,474 | ) | 4,111 | 6,463 | (2,352 | ) | ||||||||||||||||
Total interest expense
|
32,722 | 31,215 | 1,507 | 14,252 | 20,051 | (5,799 | ) | |||||||||||||||||
Net interest income:
|
||||||||||||||||||||||||
Rupee
|
34,043 | 21,061 | 12,982 | 30,448 | 30,998 | (550 | ) | |||||||||||||||||
Foreign currency
|
1,476 | 1,342 | 134 | 1,176 | 923 | 253 | ||||||||||||||||||
Total net interest income
|
Rs. | 35,519 | Rs. | 22,403 | Rs. | 13,116 | Rs. | 31,624 | Rs. | 31,921 | Rs. | (297 | ) |
Year ended March 31,
|
||||||||||||||||||||
2010
|
2011
|
2012
|
2013
|
2014
|
||||||||||||||||
(in millions, except percentages)
|
||||||||||||||||||||
Interest income(1)
|
Rs. | 305,644 | Rs. | 304,411 | Rs. | 383,277 | Rs. | 451,516 | Rs. | 497,393 | ||||||||||
Average interest-earning assets
|
4,060,883 | 4,157,164 | 4,697,241 | 5,272,489 | 5,830,625 | |||||||||||||||
Interest expense
|
207,292 | 193,426 | 250,132 | 282,854 | 297,106 | |||||||||||||||
Average interest-bearing liabilities
|
3,713,342 | 3,717,501 | 4,099,844 | 4,556,099 | 4,996,433 | |||||||||||||||
Average total assets
|
5,093,245 | 5,282,746 | 5,832,309 | 6,394,436 | 7,037,002 | |||||||||||||||
Average interest-earning assets as a percentage of average total assets
|
79.73 | % | 78.69 | % | 80.54 | % | 82.45 | % | 82.86 | % | ||||||||||
Average interest-bearing liabilities as a percentage of average total assets
|
72.91 | 70.37 | 70.30 | 71.25 | 71.00 | |||||||||||||||
Average interest-earning assets as a percentage of average interest-bearing liabilities
|
109.36 | 111.83 | 114.57 | 115.72 | 116.70 | |||||||||||||||
Yield
|
7.53 | 7.32 | 8.16 | 8.56 | 8.53 | |||||||||||||||
Rupee
|
8.78 | 8.28 | 9.32 | 9.95 | 9.95 | |||||||||||||||
Foreign currency
|
4.52 | 4.66 | 4.78 | 4.52 | 4.41 | |||||||||||||||
Cost of funds
|
5.58 | 5.20 | 6.10 | 6.21 | 5.95 | |||||||||||||||
Rupee
|
6.44 | 5.97 | 7.36 | 7.57 | 7.34 | |||||||||||||||
Foreign currency
|
3.90 | 3.53 | 3.50 | 3.32 | 3.16 | |||||||||||||||
Spread(2)
|
1.95 | 2.12 | 2.06 | 2.35 | 2.58 | |||||||||||||||
Rupee
|
2.34 | 2.31 | 1.96 | 2.38 | 2.61 | |||||||||||||||
Foreign currency
|
0.62 | 1.13 | 1.28 | 1.20 | 1.25 | |||||||||||||||
Net interest margin(3)
|
2.42 | 2.67 | 2.83 | 3.20 | 3.44 |
Year ended March 31,
|
||||||||||||||||||||
2010
|
2011
|
2012
|
2013
|
2014
|
||||||||||||||||
(in millions, except percentages)
|
||||||||||||||||||||
Rupee
|
3.25 | 3.31 | 3.50 | 3.98 | 4.31 | |||||||||||||||
Foreign currency
|
0.44 | 0.90 | 0.89 | 0.90 | 0.89 |
(1)
|
We have re-calculated tax-exempt income on a tax-equivalent basis. The impact of re-calculation of tax-exempt income on a tax equivalent basis was Rs. 4.1 billion for fiscal 2010, Rs. 3.6 billion for fiscal 2011, Rs. 3.3 billion for fiscal 2012, Rs. 2.7 billion for fiscal 2013 and Rs. 2.6 billion for fiscal 2014.
|
(2)
|
Spread is the difference between yield on average interest-earning assets and cost of average interest-bearing liabilities. Yield on average interest-earning assets is the ratio of interest income to average interest-earning assets. Cost of average interest-bearing liabilities is the ratio of interest expense to average interest-bearing liabilities.
|
(3)
|
Net interest margin is the ratio of net interest income to average interest-earning assets. The difference in net interest margin and spread arises due to the difference in amount of average interest-earning assets and average interest-bearing liabilities. If average interest-earning assets exceed average interest-bearing liabilities, net interest margin is greater than the spread and if average interest-bearing liabilities exceed average interest-earning assets, net interest margin is less than the spread.
|
Year ended March 31,
|
||||||||||||||||
2013
|
2014
|
2014
|
2014/2013
% change
|
|||||||||||||
(in millions, except percentages)
|
||||||||||||||||
Interest income(1)
|
Rs. | 448,846 | Rs. | 494,792 | US$ | 8,247 | 10.2 | % | ||||||||
Interest expense
|
(282,854 | ) | (297,106 | ) | (4,952 | ) | 5.0 | |||||||||
Net interest income
|
Rs. | 165,992 | Rs. | 197,686 | US$ | 3,295 | 19.1 | % |
(1)
|
Tax exempt income has not been re-calculated on a tax-equivalent basis.
|
|
·
|
The yield on rupee advances increased from 12.03% in fiscal 2013 to 12.19% in fiscal 2014. The Bank increased its Base Rate from 9.75% to 10.00% with effect from August 23, 2013. See also “Business—Loan portfolio—Loan pricing”
|
|
·
|
The yield on interest-earning rupee investments decreased from 7.96% in fiscal 2013 to 7.71% in fiscal 2014, primarily due to a decrease in yield on investments other than statutory liquidity ratio investments. The yield on investments other than statutory liquidity ratio investments decreased primarily on account of decrease in yield on pass through certificates, the maturity of high yielding bonds and debentures and an increase in investment in lower yielding Rural Infrastructure Development Fund and other related investments. The above decrease was offset, in part, by an increase in yield from mutual funds and statutory liquidity ratio investments.
|
|
·
|
The yield on other interest-earning rupee assets decreased from 3.14% in fiscal 2013 to 1.94% in fiscal 2014 primarily due to maturity of higher yielding deposits with banks.
|
|
·
|
Interest on income tax refunds decreased from Rs. 2.7 billion in fiscal 2013 to Rs. 2.0 billion in fiscal 2014. The receipt, amount and timing of such income depend on the nature and timing of determinations by tax authorities and are neither consistent nor predictable.
|
|
·
|
The cost of rupee deposits decreased from 6.71% in fiscal 2013 to 6.40% in fiscal 2014 primarily due to a decrease in the cost of rupee term deposits and an increase in average current and savings account deposits which are lower cost deposits. The cost of rupee term deposits decreased by 31 basis points from 9.09% in fiscal 2013 to 8.78% in fiscal 2014 primarily due to benefit on account of re-pricing of term deposits at lower rates in the beginning of fiscal 2014. This was partly offset by the impact of high cost term deposits mobilized during the second quarter of fiscal 2014 due to higher systemic interest rates. The average current and savings account deposits as a percentage of total rupee deposits increased from 39.6% in fiscal 2013 to 41.9% in fiscal 2014.
|
|
·
|
The yield on assets of ICICI Bank Canada decreased primarily due to a decline in the yield on loans and yield on investments. The yield on loans decreased on account of prepayments/repayments of higher yielding loans and an increase in the lower yielding securitized insured mortgages portfolio. The yield on investments decreased primarily on account of sale/maturity of government securities with higher yields in fiscal 2014.
|
|
·
|
The yield on assets of ICICI Bank UK increased primarily due to an increase in the yield on investments. The increase in yield on investments was primarily on account of increase in the bond portfolio with higher yields and sale/maturity of low yielding investments during fiscal 2014. The above increase was offset, in part, by decrease in yield on advances primarily due to decrease in higher yielding loans on account of prepayments/repayments and maturities of higher yielding foreign currency convertible bonds and advances made against foreign currency non-resident (bank) deposits with banks in India, with low yields.
|
|
·
|
The yield on assets of overseas branches of ICICI Bank decreased primarily on account of a decrease in the yield on deposits with banks and term money lending.
|
|
·
|
The cost of funds of ICICI Bank Canada decreased due to a decrease in the cost of deposits and the cost of borrowings. The cost of borrowings decreased on account of a decrease in the cost of borrowings through securitization of mortgages.
|
|
·
|
The cost of funds of ICICI Bank UK decreased due to a decrease in the cost of deposits and the cost of borrowings. The cost of deposits decreased on account of the maturities of high cost term deposits and an increase in institutional term deposits and retail term deposits raised at lower rates. Further, there was an increase in the proportion of low cost savings account deposits in the deposit base. The cost of borrowings decreased on account of the repayment of high cost borrowings and new borrowings and repo borrowings raised at lower cost during fiscal 2014.
|
|
·
|
The cost of funds for ICICI Bank’s foreign currency funding decreased primarily on account of a decrease in the cost of borrowings, offset, in part, by an increase in the cost of term deposits.
|
Year ended March 31,
|
||||||||||||||||
2013
|
2014
|
2014
|
2014/2013
% change
|
|||||||||||||
(in millions, except percentages)
|
||||||||||||||||
Commission, exchange and brokerage
|
Rs. | 62,767 | Rs. | 73,241 | US$ | 1,221 | 16.7 | % | ||||||||
Profit/(loss) on treasury-related activities (net)(1)
|
23,994 | 31,378 | 523 | 30.8 |
Year ended March 31,
|
||||||||||||||||
2013
|
2014
|
2014
|
2014/2013
% change
|
|||||||||||||
(in millions, except percentages)
|
||||||||||||||||
Profit/(loss) on sale of land, buildings and other assets (net)
|
339 | 1,352 | 23 | .. | ||||||||||||
Premium and other operating income from insurance business
|
203,944 | 193,319 | 3,222 | (5.2 | ) | |||||||||||
Miscellaneous income
|
2,154 | 1,556 | 26 | (27.7 | ) | |||||||||||
Total non-interest income
|
Rs. | 293,198 | Rs. | 300,846 | US$ | 5,015 | 2.6 | % |
(1)
|
Includes profit/(loss) on the sale/revaluation of investments and exchange transactions.
|
Year ended March 31,
|
||||||||||||||||
2013
|
2014
|
2014
|
2014/2013
% change
|
|||||||||||||
(in millions, except percentages)
|
||||||||||||||||
Payments to and provisions for employees
|
Rs. | 56,291 | Rs. | 59,688 | US$ | 995 | 6.0 | % | ||||||||
Depreciation on own property
|
5,926 | 6,876 | 115 | 16.0 | ||||||||||||
Auditor’s fees and expenses
|
167 | 210 | 4 | 25.6 | ||||||||||||
Depreciation on leased assets
|
328 | 317 | 5 | (3.4 | ) | |||||||||||
Expenses pertaining to insurance business
|
173,517 | 162,367 | 2,706 | (6.4 | ) | |||||||||||
Other administrative expenses
|
65,841 | 77,206 | 1,286 | 17.3 | ||||||||||||
Total non-interest expenses
|
Rs. | 302,070 | Rs. | 306,664 | US$ | 5,111 | 1.5 | % |
Year ended March 31,
|
||||||||||||||||
2013
|
2014
|
2014
|
2014/2013
% change
|
|||||||||||||
(in millions, except percentages)
|
||||||||||||||||
Provision for investments (net)
|
Rs. | 1,718 | Rs. | 1,629 | US$ | 27 | (5.2 | )% | ||||||||
Provision for non-performing and other assets
|
15,514 | 24,818 | 414 | 60.0 | ||||||||||||
Provision for standard assets
|
1,350 | 1,592 | 27 | 17.9 | ||||||||||||
Others
|
2,370 | 964 | 16 | (59.3 | ) | |||||||||||
Total provisions and contingencies (excluding tax)
|
Rs. | 20,952 | Rs. | 29,003 | US$ | 484 | 38.4 | % |
At March 31,
|
||||||||||||||||
2013
|
2014
|
2014
|
2014/2013
% change
|
|||||||||||||
(in millions, except percentages)
|
||||||||||||||||
Opening balance (gross restructured loans)
|
Rs. | 52,717 | Rs. | 67,307 | US$ | 1,122 | 27.7 | % | ||||||||
Add: Loans restructured during the year
|
24,887 | 69,372 | 1,156 | 178.7 | ||||||||||||
Add: Increase in loans outstanding in respect of previously restructured loans/borrowers
|
2,756 | 7,096 | 118 | 157.5 | ||||||||||||
Less: Loans upgraded to standard category during the year
|
(2,609 | ) | (876 | ) | (15 | ) | (66.4 | ) |
At March 31,
|
||||||||||||||||
2013
|
2014
|
2014
|
2014/2013
% change
|
|||||||||||||
(in millions, except percentages)
|
||||||||||||||||
Less: Loans downgraded to non-performing category during the year
|
(4,491 | ) | (7,284 | ) | (121 | ) | 62.2 | |||||||||
Less: Repayments during the year
|
(5,953 | ) | (2,167 | ) | (36 | ) | (63.6 | ) | ||||||||
Gross restructured loans
|
Rs. | 67,307 | Rs. | 133,448 | US$ | 2,224 | 98.3 | |||||||||
Provisions for restructured loans
|
(5,294 | ) | (11,235 | ) | (187 | ) | 112.2 | |||||||||
Net restructured loans
|
Rs. | 62,013 | Rs. | 122,213 | US$ | 2,037 | 97.1 | |||||||||
Average balance of net restructured loans(1)
|
51,709 | 85,603 | 1,427 | 65.5 | ||||||||||||
Gross customer assets
|
Rs. | 4,001,517 | Rs. | 4,615,808 | US$ | 76,930 | 15.4 | % | ||||||||
Net customer assets
|
3,914,869 | 4,523,471 | 75,391 | 15.5 | ||||||||||||
Gross restructured loans as a percentage of gross customer assets
|
1.7 | % | 2.9 | % | ||||||||||||
Net restructured loans as a percentage of net customer assets
|
1.6 | % | 2.7 | % |
(1)
|
The average balance is the average of quarterly balances outstanding at the end of March of the previous year and June, September, December and March of the current year.
|
(2)
|
Based on the Reserve Bank of India guidelines effective fiscal 2013, restructured loans include all loans to a borrower where any of the loan facilities have been restructured.
|
At March 31,
|
||||||||||||||||
2013
|
2014
|
2014
|
2014/2013
% change
|
|||||||||||||
(in millions, except percentages)
|
||||||||||||||||
Gross non-performing assets(1)
|
Rs. | 107,165 | Rs. | 122,994 | US$ | 2,050 | 14.8 | % | ||||||||
Provisions for non-performing assets(1)
|
(78,016 | ) | (78,366 | ) | (1,306 | ) | 0.4 | |||||||||
Net non-performing assets(1)
|
Rs. | 29,149 | Rs. | 44,628 | US$ | 744 | 53.1 | % | ||||||||
Gross customer assets
|
Rs. | 4,001,517 | Rs. | 4,615,808 | US$ | 76,930 | 15.4 | % | ||||||||
Net customer assets
|
3,914,869 | 4,523,471 | 75,391 | 15.5 | ||||||||||||
Gross non-performing assets as a percentage of gross customer assets
|
2.7 | % | 2.7 | % | ||||||||||||
Net non-performing assets as a percentage of net customer assets
|
0.7 | % | 1.0 | % |
(1)
|
Includes loans identified as non-performing/impaired in line with the guidelines issued by regulators of the respective subsidiary.
|
At March 31,
|
||||||||||||||||
2013
|
2014
|
2014
|
2014/2013
% change
|
|||||||||||||
(in millions, except percentages)
|
||||||||||||||||
Cash and cash equivalents
|
Rs. | 493,709 | Rs. | 482,582 | US$ | 8,043 | (2.3 | )% | ||||||||
Investments
|
2,556,667 | 2,676,094 | 44,602 | 4.7 | ||||||||||||
Advances (net of provisions)
|
3,299,741 | 3,873,418 | 64,557 | 17.4 | ||||||||||||
Fixed assets
|
54,735 | 55,068 | 918 | 0.6 | ||||||||||||
Other assets
|
343,365 | 388,095 | 6,468 | 13.0 | ||||||||||||
Total assets
|
Rs. | 6,748,217 | Rs. | 7,475,257 | US$ | 124,588 | 10.8 | % |
At March 31,
|
||||||||||||||||
2013
|
2014
|
2014
|
2014/2013
% change
|
|||||||||||||
(in millions, except percentages)
|
||||||||||||||||
Deposits
|
Rs. | 3,147,705 | Rs. | 3,595,127 | US$ | 59,919 | 14.2 | % | ||||||||
Borrowings(1)
|
1,728,882 | 1,835,421 | 30,590 | 6.2 | ||||||||||||
Other liabilities(2)
|
1,166,948 | 1,260,303 | 21,005 | 8.0 | ||||||||||||
Minority interest
|
17,058 | 20,108 | 335 | 17.9 | ||||||||||||
Total liabilities
|
6,060,593 | 6,710,959 | 111,849 | 10.7 | ||||||||||||
Equity share capital
|
11,536 | 11,550 | 193 | 0.1 | ||||||||||||
Reserves and surplus(3)
|
676,088 | 752,748 | 12,546 | 11.3 | ||||||||||||
Total liabilities (including capital and reserves)
|
Rs. | 6,748,217 | Rs. | 7,475,257 | US$ | 124,588 | 10.8 | % |
(1)
|
Includes subordinated debt and redeemable non-cumulative preference shares.
|
(2)
|
Includes proposed dividend (including corporate dividend tax) of Rs. 29.6 billion for fiscal 2014 (fiscal 2013: Rs. 26.4 billion).
|
(3)
|
Includes employees stock options outstanding.
|
Year ended March 31,
|
||||||||||||||||
2012
|
2013
|
2013
|
2013/2012
% change
|
|||||||||||||
(in millions, except percentages)
|
||||||||||||||||
Interest income(1)
|
Rs. | 379,948 | Rs. | 448,846 | US$ | 7,481 | 18.1 | % | ||||||||
Interest expense
|
(250,132 | ) | (282,854 | ) | (4,714 | ) | 13.1 | |||||||||
Net interest income
|
Rs. | 129,816 | Rs. | 165,992 | US$ | 2,767 | 27.9 | % |
(1)
|
Tax exempt income has not been re-calculated on a tax-equivalent basis.
|
|
·
|
The yield on rupee advances increased from 11.72% in fiscal 2012 to 12.03% in fiscal 2013 primarily due to an increase in yield on domestic corporate loans. The yield on domestic corporate loans increased as a result of incremental disbursements at higher lending rates and also due to the full impact of the increase in the Bank’s base rate during fiscal 2012. In response to tight liquidity conditions and a rising interest rate environment, scheduled commercial banks increased their lending and deposit rates during fiscal 2012. The Bank increased its base rate by 125 basis points, in three phases, during fiscal 2012 from 8.75% at the end
|
|
·
|
The yield on interest-earning rupee investments increased from 7.50% in fiscal 2012 to 7.96% in fiscal 2013, primarily due to investment in longer duration statutory liquidity ratio securities at higher yields and maturities of low-yielding securities.
|
|
·
|
We reduce losses from the securitization of assets (including credit losses on existing securitized pools) from our interest income. The amount of such losses declined to Rs. 0.3 billion in fiscal 2013 from Rs. 2.0 billion in fiscal 2012.
|
|
·
|
The Reserve Bank of India reduced the cash reserve ratio by 200 basis points in phases during fiscal 2012 and fiscal 2013. The cash reserve ratio was 6.00% at September 30, 2011, 4.75% at year-end fiscal 2012 and 4.00% at year-end fiscal 2013. As cash reserve ratio balances do not earn any interest income, these reductions had a positive impact on overall yield in fiscal 2013.
|
|
·
|
Interest on income tax refunds increased from Rs. 0.8 billion in fiscal 2012 to Rs. 2.7 billion in fiscal 2013. The receipt, amount and timing of such income depend on the nature and timing of determinations by tax authorities and are not consistent or predictable.
|
|
·
|
The cost of rupee deposits increased from 6.39% in fiscal 2012 to 6.71% in fiscal 2013. The cost of rupee term deposits increased by 34 basis points from 8.75% in fiscal 2012 to 9.09% in fiscal 2013, reflecting the full impact of the systemic increase in deposit rates in fiscal 2012. This was partly offset by a decrease in cost of rupee borrowings from 10.97% in fiscal 2012 to 10.85% in fiscal 2013. The interest rate, offered by the Bank, for 390-days retail term deposit, was 8.50% at year-end fiscal 2011, 9.25% at year-end fiscal 2012 and 9.00% at year-end fiscal 2013.
|
|
·
|
The yield on assets of ICICI Bank UK decreased primarily due to a decrease in the yield on loans and yield on investments. The decrease in yield was on account of a decrease in higher yielding loans and the sale and maturities of high yielding investments during fiscal 2013.
|
|
·
|
The yield on assets of ICICI Bank Canada decreased primarily due to a decline in the yield on loans and yield on investments. The yield on loans decreased on account of prepayments/repayments of higher yielding loans and an increase in the low yielding insured mortgages portfolio. The yield on investments decreased primarily on account of a decrease in investment in corporate bonds and an increase in investments in low yielding investments such as treasury bills in fiscal 2013.
|
|
·
|
The net interest income on non-trading interest rate swaps of ICICI Bank, which are undertaken to manage the market risk arising from assets and liabilities, decreased from Rs. 9.4 billion in fiscal 2012 to Rs. 6.8 billion in fiscal 2013 on account of maturity of swaps during fiscal 2013 in line with maturity of underlying borrowings.
|
|
·
|
The cost of funds for ICICI Bank’s foreign currency funding decreased primarily on account of a decrease in the cost of term deposits.
|
|
·
|
The cost of funds of ICICI Bank Canada decreased due to a decrease in the cost of deposits and the cost of borrowings. The cost of deposits decreased on account of a higher proportion of low cost savings account deposits and a reduction in interest rates offered on new term deposits during fiscal 2013. The cost of borrowings decreased on account of a decrease in cost of borrowings under securitized insured mortgages.
|
|
·
|
The cost of funds of ICICI Bank UK decreased primarily due to a decrease in the cost of deposits on account of a decrease in cost of term deposits and savings account deposits. Further, there was an increase in proportion of low cost savings account deposits in the deposit base. The above decrease was offset, in part, by an increase in the cost of borrowings on account of the maturity of lower cost borrowings during fiscal 2013.
|
Year ended March 31,
|
||||||||||||||||
2012
|
2013
|
2013
|
2013/2012
% change
|
|||||||||||||
(in millions, except percentages)
|
||||||||||||||||
Commission, exchange and brokerage
|
Rs. | 63,155 | Rs. | 62,767 | US$ | 1,046 | (0.6 | )% | ||||||||
Profit/(loss) on treasury-related activities (net)(1)
|
16,908 | 23,994 | 400 | 41.9 | ||||||||||||
Profit/(loss) on sale of land, buildings and other assets (net)
|
(37 | ) | 339 | 6 | – | |||||||||||
Premium and other operating income from insurance business
|
204,878 | 203,944 | 3,399 | (0.5 | ) | |||||||||||
Miscellaneous income
|
1,730 | 2,154 | 36 | 24.4 | ||||||||||||
Total non-interest income
|
Rs. | 286,634 | Rs. | 293,198 | US$ | 4,887 | 2.3 | % |
(1)
|
Includes profit/(loss) on the sale/revaluation of investments and exchange transactions.
|
Year ended March 31,
|
||||||||||||||||
2012
|
2013
|
2013
|
2013/2012
% change
|
|||||||||||||
(in millions, except percentages)
|
||||||||||||||||
Payments to and provisions for employees
|
Rs. | 51,013 | Rs. | 56,291 | US$ | 938 | 10.3 | % | ||||||||
Depreciation on own property
|
6,292 | 5,926 | 99 | (5.8 | ) | |||||||||||
Auditor’s fees and expenses
|
160 | 167 | 3 | 4.5 | ||||||||||||
Depreciation on leased assets
|
423 | 328 | 5 | (22.3 | ) | |||||||||||
Expenses pertaining to insurance business
|
179,254 | 173,517 | 2,892 | (3.2 | ) | |||||||||||
Other administrative expenses
|
58,379 | 65,841 | 1,097 | 12.8 | ||||||||||||
Total non-interest expenses
|
Rs. | 295,521 | Rs. | 302,070 | US$ | 5,034 | 2.2 | % |
Year ended March 31,
|
||||||||||||||||
2012
|
2013
|
2013
|
2013/2012
% change
|
|||||||||||||
(in millions, except percentages)
|
||||||||||||||||
Provision for investments (net)
|
Rs. | 1,174 | Rs. | 1,718 | US$ | 29 | 46.4 | % | ||||||||
Provision for non-performing and other assets
|
10,501 | 15,514 | 259 | 47.7 | ||||||||||||
Provision for standard assets
|
288 | 1,350 | 22 | – | ||||||||||||
Others
|
2,100 | 2,370 | 40 | 12.8 | ||||||||||||
Total provisions and contingencies (excluding tax)
|
Rs. | 14,063 | Rs. | 20,952 | US$ | 350 | 49.0 | % |
At March 31,
|
||||||||||||||||
2012
|
2013
|
2013
|
2013/2012
% change
|
|||||||||||||
(in millions, except percentages)
|
||||||||||||||||
Opening balance (gross restructured loans)
|
Rs. | 29,104 | Rs. | 52,717 | US$ | 879 | 81.1 | % | ||||||||
Add: Loans restructured during the year
|
38,776 | 24,887 | 415 | (35.8 | ) | |||||||||||
Add: Increase in loans outstanding to previously restructured loans
|
868 | 2,756 | 46 | – | ||||||||||||
Less: Loans upgraded to standard category during the year
|
(8,986 | ) | (2,609 | ) | (43 | ) | (71.0 | ) | ||||||||
Less: Loans downgraded to non-performing category during the year
|
(1,233 | ) | (4,491 | ) | (75 | ) | - | |||||||||
Less: Repayments during the year
|
(5,812 | ) | (5,953 | ) | (99 | ) | 2.4 | |||||||||
Gross restructured loans
|
Rs. | 52,717 | Rs. | 67,307 | US$ | 1,123 | 27.7 | |||||||||
Provisions for restructured loans
|
(4,642 | ) | (5,294 | ) | (88 | ) | 14.0 | |||||||||
Net restructured loans
|
Rs. | 48,075 | Rs. | 62,013 | US$ | 1,035 | 29.0 | |||||||||
Average balance of net restructured loans(1)
|
37,056 | 51,709 | 862 | 39.5 | ||||||||||||
Gross customer assets
|
Rs. | 3,531,625 | Rs. | 4,001,517 | US$ | 66,692 | 13.3 | % | ||||||||
Net customer assets
|
3,443,817 | 3,914,869 | 65,248 | 13.7 | ||||||||||||
Gross restructured loans as a percentage of gross customer assets
|
1.5 | % | 1.7 | % | ||||||||||||
Net restructured loans as a percentage of net customer assets
|
1.4 | % | 1.6 | % |
|
(1)
|
The average balance is the average of quarterly balances outstanding at the end of March of the previous year and June, September, December and March of the current year.
|
|
(2)
|
Based on the Reserve bank of India guidelines effective fiscal 2013, restructured loans include all loans to borrower where any of the loans have been restructured. Accordingly, numbers for earlier years presented have also been re-classified.
|
At March 31,
|
||||||||||||||||
2012
|
2013
|
2013
|
2013/2012
% change
|
|||||||||||||
(in millions, except percentages)
|
||||||||||||||||
Gross non-performing assets(1)
|
Rs. | 107,124 | Rs. | 107,165 | US$ | 1,786 | 0.0 | % | ||||||||
Provisions for non-performing assets(1)
|
(79,875 | ) | (78,016 | ) | (1,300 | ) | (2.3 | ) | ||||||||
Net non-performing assets(1)
|
Rs. | 27,249 | Rs. | 29,149 | US$ | 486 | 7.0 | % | ||||||||
Gross customer assets
|
Rs. | 3,531,625 | Rs. | 4,001,517 | US$ | 66,692 | 13.3 | % | ||||||||
Net customer assets
|
3,443,817 | 3,914,869 | 65,248 | 13.7 | ||||||||||||
Gross non-performing assets as a percentage of gross customer assets
|
3.0 | % | 2.7 | % | ||||||||||||
Net non-performing assets as a percentage of net customer assets
|
0.8 | % | 0.7 | % |
(1)
|
Includes loans identified as non-performing/impaired in line with the guidelines issued by regulators of the respective subsidiary.
|
At March 31,
|
||||||||||||||||
2012
|
2013
|
2013
|
2013/2012
% change
|
|||||||||||||
(in millions, except percentages)
|
||||||||||||||||
Cash and cash equivalents
|
Rs. | 411,563 | Rs. | 493,709 | US$ | 8,228 | 20.0 | % | ||||||||
Investments
|
2,398,641 | 2,556,667 | 42,611 | 6.6 | ||||||||||||
Advances (net of provisions)
|
2,921,254 | 3,299,741 | 54,996 | 13.0 | ||||||||||||
Fixed assets
|
54,320 | 54,735 | 912 | 0.8 | ||||||||||||
Other assets(1)
|
407,091 | 343,365 | 5,723 | (15.7 | ) | |||||||||||
Total assets
|
Rs. | 6,192,869 | Rs. | 6,748,217 | US$ | 112,470 | 9.0 | % |
(1)
|
The Bank has presented mark-to-market gain or loss on forex and derivatives transactions on a gross basis. This was previously presented on a net basis, and the net positive mark-to-market was recorded in ‘Other Assets’, while the net negative mark-to-market was recorded in ‘Other Liabilities’. Accordingly, the gross positive mark-to-market amounting to Rs. 113.2 billion has been included in other assets at year-end fiscal 2013. Consequent to the change, other assets have increased by Rs. 151.0 billion at year-end fiscal 2012.
|
At March 31,
|
||||||||||||||||
2012
|
2013
|
2013
|
2013/2012
% change
|
|||||||||||||
(in millions, except percentages)
|
||||||||||||||||
Deposits
|
Rs. | 2,819,505 | Rs. | 3,147,705 | US$ | 52,462 | 11.6 | % | ||||||||
Borrowings(1)
|
1,612,966 | 1,728,882 | 28,815 | 7.2 | ||||||||||||
Other liabilities(2),(3)
|
1,133,356 | 1,166,948 | 19,449 | 3.0 | ||||||||||||
Minority interest
|
14,277 | 17,058 | 284 | 19.5 | ||||||||||||
Total liabilities
|
5,580,104 | 6,060,593 | 101,010 | 8.6 | ||||||||||||
Equity share capital
|
11,528 | 11,536 | 192 | 0.1 | ||||||||||||
Reserves and surplus(4)
|
601,237 | 676,088 | 11,268 | 12.4 | ||||||||||||
Total liabilities (including capital and reserves)
|
Rs. | 6,192,869 | Rs. | 6,748,217 | US$ | 112,470 | 9.0 | % |
(1)
|
Includes subordinated debt and redeemable non-cumulative preference shares.
|
(2)
|
Includes proposed dividend (including corporate dividend tax) of Rs. 26.4 billion for fiscal 2013 (fiscal 2012: Rs. 21.5 billion).
|
(3)
|
The Bank has presented mark-to-market gain or loss on forex and derivatives transactions on a gross basis. This was previously presented on a net basis, and the net positive mark-to-market was recorded in ‘Other Assets’, while the net negative mark-to-market was recorded in ‘Other Liabilities’. Accordingly, the gross negative mark-to-market amounting to Rs. 108.3 billion has been included in other liabilities at year-end fiscal 2013. Consequent to the change, other liabilities have increased by Rs. 151.0 billion at year-end fiscal 2012.
|
(4)
|
Includes Employees Stock Options Outstanding.
|
Notional principal amounts
|
Balance sheet fair value(1)
|
|||||||||||||||||||||||||||||||
At March 31,
|
At March 31,
|
|||||||||||||||||||||||||||||||
2012
|
2013
|
2014
|
2014
|
2012
|
2013
|
2014
|
2014
|
|||||||||||||||||||||||||
(in millions)
|
||||||||||||||||||||||||||||||||
Interest rate products:
|
||||||||||||||||||||||||||||||||
Swap agreements | Rs. | 3,611,341 | Rs. | 3,416,506 | Rs. | 3,476,714 | US$ | 57,945 | Rs. | 27,017 | Rs. | 26,282 | Rs. | 14,544 | US$ | 242 | ||||||||||||||||
Others
|
214,565 | 95,195 | 102,529 | 1,709 | 53 | 30 | (38 | ) | (1 | ) | ||||||||||||||||||||||
Total interest rate products | Rs. | 3,825,906 | Rs. | 3,511,701 | Rs. | 3,579,243 | US$ |
59,654
|
Rs. | 27,070 | Rs. | 26,313 | Rs. | 14,506 | US$ | 242 | ||||||||||||||||
Foreign exchange products:
|
||||||||||||||||||||||||||||||||
Forward contracts | Rs. | 3,552,805 | Rs. | 2,838,268 | Rs. | 2,839,616 | US$ |
47,327
|
Rs. | 13,428 | Rs. | 1,657 | Rs. | 2,417 | US$ |
40
|
||||||||||||||||
Swap agreements
|
703,775 | 637,317 | 616,816 | 10,280 | 19,615 | 6,881 | 8,532 | 142 | ||||||||||||||||||||||||
Others
|
603,254 | 404,839 | 450,440 | 7,507 | (2,945 | ) | (6,422 | ) | (9,223 | ) | (154 | ) | ||||||||||||||||||||
Total foreign exchange products | Rs. | 4,859,834 | Rs. | 3,880,424 | Rs. | 3,906,872 | US$ |
65,114
|
Rs. | 30,098 | Rs. | 2,116 | Rs. | 1,726 | US$ |
28
|
(1)
|
Denotes the net mark-to-market impact of the derivatives and foreign exchange products on the reporting date.
|
Payments due by period
|
||||||||||||||||||||
Contractual Obligations
|
Total
|
Less than 1 year
|
1-3 years
|
3-5 years
|
More than 5 years
|
|||||||||||||||
(in millions, except percentages)
|
||||||||||||||||||||
Long-term debt obligations
|
Rs. | 1,283,117 | Rs. | 132,933 | Rs. | 431,482 | Rs. | 359,328 | Rs. | 359,374 | ||||||||||
Time deposits
|
2,073,170 | 1,501,408 | 447,173 | 108,211 | 16,378 | |||||||||||||||
Life-insurance obligations(1)
|
1,227,809 | (16,125 | ) | (141,887 | ) | 18,418 | 1,367,403 | |||||||||||||
Gratuity obligations(2)
|
12,351 | 1,135 | 2,314 | 2,681 | 6,221 | (3) | ||||||||||||||
Pension obligations(2)
|
8,856 | 442 | 1,452 | 1,982 | 4,980 | (3) | ||||||||||||||
Operating lease obligations
|
2,042 | 667 | 1,031 | 229 | 115 | |||||||||||||||
Guarantees
|
||||||||||||||||||||
Financial guarantees
|
532,814 | 316,952 | 154,696 | 50,044 | 11,122 | |||||||||||||||
Performance guarantees
|
554,784 | 288,917 | 177,039 | 56,495 | 32,333 | |||||||||||||||
Total
|
Rs. | 5,694,943 | Rs. | 2,226,329 | Rs. | 1,073,300 | Rs. | 597,388 | Rs. | 1,797,926 |
(1)
|
The amounts shown represent an estimate of undiscounted cash flows under life insurance contracts. The cash flows shown consist of expected benefit payments net of premiums receivable as per the contractual terms. Cash flows associated with benefit payments are projected based on assumptions for factors like mortality and investment returns. The cash flows included in the above table are different from the liabilities on policies in effect on March 31, 2014 that are disclosed in the balance sheet because the liabilities are disclosed at discounted values and include an allowance for other non-contractual cash flows, such as expenses.
|
(2)
|
Based on actuarial assumptions.
|
(3)
|
Based on outflow estimates between five and ten years.
|
Lease rental commitments for fiscal
|
(in millions)
|
|||
2015
|
Rs. | 667 | ||
2016
|
624 | |||
2017
|
407 | |||
2018
|
199 | |||
2019
|
30 | |||
Thereafter
|
115 | |||
Total minimum lease commitments
|
Rs. | 2,042 |
At year-end fiscal
|
||||||||||||||||||||||||
2012
|
2013
|
2013/2012
% change
|
2014
|
2014
|
2014/2013
% change
|
|||||||||||||||||||
(in millions, except percentages)
|
||||||||||||||||||||||||
Financial guarantees
|
Rs. | 338,207 | Rs. | 292,767 | (13.4 | )% | Rs. | 532,814 | US$ | 9,247 | 82.0 | % | ||||||||||||
Performance guarantees
|
659,121 | 706,453 | 7.2 | 554,784 | 8,880 | (21.5 | ) | |||||||||||||||||
Total guarantees
|
Rs. | 997,328 | Rs. | 999,220 | 0.2 | % | Rs. | 1,087,598 | US$ | 18,127 | 8.8 | % |
Particulars
|
Performance Guarantees
|
Financial
Guarantees
|
||||||
(in millions)
|
||||||||
Opening balance at April 1, 2013
|
Rs. | 706,453 | Rs. | 292,767 | ||||
Re-classification based on the Reserve Bank of India guidelines
|
(189,759 | ) | 189,759 | |||||
Additions: Issued during the year
|
382,737
|
368,832
|
||||||
Deletions: Closed due to expiry/termination during the year
|
(333,163
|
) |
(313,210
|
) | ||||
Invoked and paid during the year
|
(11,484
|
) |
(5,334
|
) | ||||
Closing balance at year-end fiscal 2014
|
Rs. | 554,784 | Rs. | 532,814 |
As per the Reserve Bank of India’s Basel III guidelines | ||||||||
At year-end fiscal
|
||||||||
2014
|
2014
|
|||||||
(in millions, except percentages)
|
||||||||
Common Equity Tier 1 capital
|
Rs. | 637,381 | US$ | 10,623 | ||||
Tier 1 capital
|
637,381 | US$ | 10,623 | |||||
Tier 2 capital
|
245,131 | 4,086 | ||||||
Total capital
|
Rs. | 882,512 | US$ | 14,709 | ||||
Credit risk- risk-weighted assets
|
Rs. | 4,409,130 | US$ | 73,485 | ||||
Market risk- risk-weighted assets
|
265,735 | 4,429 | ||||||
Operational risk- risk-weighted assets
|
311,163 | 5,186 | ||||||
Total risk-weighted assets
|
Rs. | 4,986,028 | US$ | 83,100 | ||||
Common Equity Tier 1 risk-based capital ratio
|
12.8 | % | ||||||
Tier 1 risk-based capital ratio
|
12.8 | % | ||||||
Tier 2 risk-based capital ratio
|
4.9 | % | ||||||
Total risk-based capital ratio
|
17.7 | % |
As per the Reserve Bank of India’s Basel II guidelines
|
||||||||||||
At year-end fiscal
|
||||||||||||
2013
|
2014
|
2014
|
||||||||||
(in millions, except percentages)
|
||||||||||||
Tier 1 capital
|
Rs. | 565,616 | Rs. | 665,400 | US$ | 11,090 | ||||||
Tier 2 capital
|
262,739 | 264,884 | 4,415 | |||||||||
Total capital
|
Rs. | 828,355 | Rs. | 930,284 | US$ | 15,505 | ||||||
Credit risk- risk-weighted assets
|
Rs. | 3,894,818 | Rs. | 4,333,787 | US$ | 72,230 | ||||||
Market risk- risk-weighted assets
|
254,681 | 232,018 | 3,867 | |||||||||
Operational risk- risk-weighted assets
|
269,936 | 311,163 | 5,186 | |||||||||
Total risk-weighted assets
|
Rs. | 4,419,435 | Rs. | 4,876,968 | US$ | 81,283 | ||||||
Tier 1 risk-based capital ratio
|
12.8 | % | 13.7 | % | ||||||||
Tier 2 risk-based capital ratio
|
5.9 | % | 5.4 | % | ||||||||
Total risk-based capital ratio
|
18.7 | % | 19.1 | % |
|
·
|
strategic focus, business plan and growth objectives;
|
|
·
|
regulatory capital requirements as per the Reserve Bank of India guidelines;
|
|
·
|
assessment of material risks and impact of stress testing;
|
|
·
|
perception of credit rating agencies, shareholders and investors;
|
|
·
|
future strategy with regard to investments or divestments in subsidiaries; and
|
|
·
|
evaluation of options to raise capital from domestic and overseas markets, as permitted by the Reserve Bank of India from time to time.
|
At March 31, 2013
|
Fortnightly average for fiscal 2014
|
At March 31, 2014
|
||||||||||
(in billions)
|
||||||||||||
Statutory liquidity ratio eligible investments and other government securities, net of borrowings on account of repurchase agreement, liquidity adjustment facility and collateralized borrowings
|
Rs. | 781.6 | Rs. | 847.4 | Rs. | 879.6 | ||||||
Balance with central banks and current accounts with other banks
|
166.5 | 186.6 | 201.0 | |||||||||
Other liquid assets
|
397.5 | 251.7 | 369.9 | |||||||||
Gross liquid assets
|
1,345.6 | 1,285.7 | 1,450.5 | |||||||||
(Less) Short-term borrowings
|
(2.4 | ) | (9.5 | ) | – | |||||||
Net liquid assets
|
Rs. | 1,343.2 | Rs. | 1,276.2 | Rs. | 1,450.5 |
Fiscal 2012
|
||||||||||||||||||||||||
Cost at year-end fiscal 2011
|
Additions/
transfers
|
Deletions/
transfers
|
Depreciation
|
Net assets at year-end fiscal 2012
|
||||||||||||||||||||
(in millions)
|
||||||||||||||||||||||||
Premises
|
Rs. | 45,903 | Rs. | 1,656 | Rs. | (592 | ) | Rs. | (9,383 | ) | Rs. | 37,584 | US$ | 626 | ||||||||||
Other fixed assets (including furniture and fixtures)
|
41,441 | 4,442 | (747 | ) | (30,794 | ) | 14,342 | 239 | ||||||||||||||||
Assets given on lease
|
17,510 | – | (1 | ) | (15,115 | ) | 2,394 | 40 | ||||||||||||||||
Total
|
Rs. | 104,854 | Rs. | 6,098 | Rs. | (1,340 | ) | Rs. | (55,292 | ) | Rs. | 54,320 | US$ | 905 |
Fiscal 2013
|
||||||||||||||||||||||||
Cost at year-end fiscal 2012
|
Additions/
transfers
|
Deletions/
transfers
|
Depreciation
|
Net assets at year-end fiscal 2013
|
||||||||||||||||||||
(in millions)
|
||||||||||||||||||||||||
Premises
|
Rs. | 46,967 | Rs. | 1,711 | Rs. | (1,498 | ) | Rs. | (9,896 | ) | Rs. | 37,284 | US$ | 621 | ||||||||||
Other fixed assets (including furniture and fixtures)
|
45,136 | 5,449 | (2,933 | ) | (32,549 | ) | 15,103 | 252 | ||||||||||||||||
Assets given on lease
|
17,509 | – | – | (15,161 | ) | 2,348 | 39 | |||||||||||||||||
Total
|
Rs. | 109,612 | Rs. | 7,160 | Rs. | (4,431 | ) | Rs. | (57,606 | ) | Rs. | 54,735 | US$ | 912 |
Fiscal 2014
|
||||||||||||||||||||||||
Cost at year-end fiscal 2012
|
Additions/
transfers
|
Deletions/
transfers
|
Depreciation
|
Net assets at year-end fiscal 2014
|
||||||||||||||||||||
(in millions)
|
||||||||||||||||||||||||
Premises
|
Rs. | 47,180 | Rs. | 1,698 | Rs. | (949 | ) | Rs. | (11,149 | ) | Rs. | 36,780 | US$ | 613 | ||||||||||
Other fixed assets (including furniture and fixtures)
|
47,652 | 6,357 | (3,207 | ) | (34,847 | ) | 15,955 | 266 | ||||||||||||||||
Assets given on lease
|
17,509 | – | (210 | ) | (14,966 | ) | 2,333 | 39 | ||||||||||||||||
Total
|
Rs. | 112,341 | Rs. | 8,055 | Rs. | (4,366 | ) | Rs. | (60,962 | ) | Rs. | 55,068 | US$ | 918 |
|
·
|
Retail Banking includes exposures of the Bank, which satisfy the four qualifying criteria of “regulatory retail portfolio” as stipulated by the Reserve Bank of India’s Basel III guidelines. These criteria are as follows:
|
|
(i)
|
Orientation criterion: Exposure to an individual person or persons (not to be restricted to an individual, Hindu Undivided Family, trust, partnership firm, private limited companies, public limited companies, co-operative societies, etc.) or to a small business are classified as retail. A small business is defined as one where the three year average annual turnover is less than Rs. 500 million.
|
|
(ii)
|
Product criterion: All exposure should take the form of any of the following:
|
|
·
|
revolving credits and lines of credit (including overdrafts);
|
|
·
|
term loans and leases (e.g. installment loans and leases, student and educational loans); and
|
|
·
|
small business facilities and commitments.
|
|
(iii)
|
Low value of individual exposures: The maximum aggregate retail exposure to one counterparty should not exceed the absolute threshold limit of Rs. 50 million.
|
|
(iv)
|
Granularity criterion: The regulatory retail portfolio should be sufficiently diversified to a degree that reduces the risks in the portfolio. The aggregate exposure to one counterparty should not exceed 0.2% of the overall retail portfolio.
|
|
·
|
Wholesale Banking includes all advances to trusts, partnership firms, companies and statutory bodies, by the Bank which are not included in the Retail Banking segment, as per the Reserve Bank of India guidelines for the Bank.
|
|
·
|
Treasury includes the entire investment and derivative portfolio of the Bank, ICICI Eco-net Internet and Technology Fund (up to December 31, 2013), ICICI Equity Fund, ICICI Emerging Sectors Fund (up to December 31, 2013), ICICI Strategic Investments Fund and ICICI Venture Value Fund (up to September 30, 2013).
|
|
·
|
Other Banking includes leasing operations and other items not attributable to any particular business segment of the Bank. It also includes the Bank’s banking subsidiaries, i.e., ICICI Bank UK PLC, ICICI Bank Canada and ICICI Bank Eurasia Limited Liability Company.
|
|
·
|
Life Insurance represents results of ICICI Prudential Life Insurance Company Limited.
|
|
·
|
General Insurance represents results of ICICI Lombard General Insurance Company Limited.
|
|
·
|
Others include ICICI Home Finance Company Limited, ICICI Venture Funds Management Company Limited, ICICI International Limited, ICICI Securities Primary Dealership Limited, ICICI Securities Limited, ICICI Securities Holdings Inc., ICICI Securities Inc., ICICI Prudential Asset Management Company Limited, ICICI Prudential Trust Limited, ICICI Investment Management Company Limited, ICICI Trusteeship Services Limited, TCW/ICICI Investment Partners Limited (up to June 30, 2013), ICICI Kinfra Limited, I-Ven Biotech Limited and ICICI Prudential Pension Funds Management Company Limited.
|
Year ended March 31,
|
||||||||||||||||
2013
|
2014
|
2014
|
2014/2013
% change
|
|||||||||||||
(in millions, except percentages)
|
||||||||||||||||
Retail Banking
|
Rs. | 9,546 | Rs. | 18,295 | US$ | 305 | 91.7 | % | ||||||||
Wholesale Banking
|
66,189 | 65,886 | 1,098 | (0.5 | ) | |||||||||||
Treasury
|
36,613 | 52,565 | 875 | 43.6 | ||||||||||||
Other Banking
|
6,410 | 9,032 | 151 | 40.9 | ||||||||||||
Life Insurance
|
15,697 | 15,292 | 255 | (2.6 | ) | |||||||||||
General Insurance
|
2,817 | 5,202 | 87 | 84.7 | ||||||||||||
Others
|
7,817 | 9,784 | 163 | 25.2 | ||||||||||||
Profit before tax
|
Rs. | 145,089 | Rs. | 176,056 | US$ | 2,934 | 21.3 | % |
Year ended March 31,
|
||||||||||||||||
2013
|
2014
|
2014
|
2014/2013
% change
|
|||||||||||||
(in millions, except percentages)
|
||||||||||||||||
Net interest income
|
Rs. | 42,092 | Rs. | 57,730 | US$ | 962 | 37.2 | % | ||||||||
Non-interest income
|
30,425 | 36,211 | 604 | 19.0 | ||||||||||||
Total income
|
72,517 | 93,941 | 1,566 | 29.5 | ||||||||||||
Non-interest expenses
|
63,216 | 76,583 | 1,277 | 21.1 | ||||||||||||
Profit before provisions
|
9,301 | 17,358 | 289 | — | ||||||||||||
Provisions
|
(245 | ) | (937 | ) | (16 | ) | — | |||||||||
Profit before tax
|
Rs. | 9,546 | Rs. | 18,295 | US$ | 305 | 91.7 | % |
Outstanding balance at March 31,
|
||||||||||||||||
2013
|
2014
|
2014
|
2014/2013
% change
|
|||||||||||||
(in millions, except percentages)
|
||||||||||||||||
Advances
|
Rs. | 651,689 | Rs. | 903,841 | US$ | 15,064 | 38.7 | % | ||||||||
Deposits
|
1,922,796 | 2,252,516 | 37,542 | 17.1 |
Year ended March 31,
|
||||||||||||||||
2013
|
2014
|
2014
|
2014/2014
% change
|
|||||||||||||
(in millions, except percentages)
|
||||||||||||||||
Net interest income
|
Rs. | 68,458 | Rs. | 75,393 | US$ | 1,257 | 10.1 | % | ||||||||
Non-interest income
|
38,216 | 40,565 | 676 | 6.1 | ||||||||||||
Total income
|
106,674 | 115,958 | 1,933 | 8.7 |
Non-interest expenses
|
24,843 | 24,057 | 401 | (3.2 | ) | |||||||||||
Profit before provisions
|
81,831 | 91,901 | 1,532 | 12.3 | ||||||||||||
Provisions
|
15,642 | 26,015 | 434 | 66.3 | ||||||||||||
Profit before tax
|
Rs. | 66,189 | Rs. | 65,886 | US$ | 1,098 | (0.5 | )% |
Outstanding balance at March 31,
|
||||||||||||||||
2013
|
2014
|
2013
|
2014/2013
% change
|
|||||||||||||
(in millions, except percentages)
|
||||||||||||||||
Advances
|
Rs. | 2,225,648 | Rs. | 2,380,760 | US$ | 39,679 | 7.0 | % | ||||||||
Deposits
|
996,340 | 974,884 | 16,248 | (2.2 | ) |
Year ended March 31,
|
||||||||||||||||
2013
|
2014
|
2014
|
2014/2013
% change
|
|||||||||||||
(in millions, except percentages)
|
||||||||||||||||
Net interest income
|
Rs. | 25,094 | Rs. | 29,390 | US$ | 490 | 17.1 | % | ||||||||
Non-interest income
|
14,175 | 25,704 | 428 | 81.3 | ||||||||||||
Total income
|
39,269 | 55,094 | 918 | 40.3 | ||||||||||||
Non-interest expenses
|
1,763 | 1,777 | 30 | 0.8 | ||||||||||||
Profit before provisions
|
37,506 | 53,317 | 888 | 42.2 | ||||||||||||
Provisions
|
893 | 752 | 13 | (15.8 | ) | |||||||||||
Profit before tax
|
Rs. | 36,613 | Rs. | 52,565 | US$ | 875 | 43.6 | % |
Closing balance at March 31,
|
||||||||||||||||
2013
|
2014
|
2014
|
2014/2013
% change
|
|||||||||||||
(in millions, except percentages)
|
||||||||||||||||
Investments
|
Rs. | 1,714,391 | Rs. | 1,770,061 | US$ | 29,501 | 3.2 | % | ||||||||
Borrowings
|
1,453,415 | 1,547,591 | 25,793 | 6.5 |
Year ended March 31,
|
||||||||||||||||
2013
|
2014
|
2014
|
2014/2013
% change
|
|||||||||||||
(in millions, except percentages)
|
||||||||||||||||
Net interest income
|
Rs. | 9,960 | Rs. | 10,615 | US$ | 177 | 6.6 | % | ||||||||
Non-interest income
|
4,300 | 5,903 | 98 | 37.3 | ||||||||||||
Total income
|
14,260 | 16,518 | 275 | 15.8 | ||||||||||||
Non-interest expenses
|
4,396 | 5,109 | 85 | 16.2 | ||||||||||||
Profit before provisions
|
9,864 | 11,409 | 190 | 15.7 | ||||||||||||
Provisions
|
3,454 | 2,377 | 40 | (31.2 | ) | |||||||||||
Profit before tax
|
Rs. | 6,410 | Rs. | 9,032 | US$ | 150 | 40.9 | % |
Outstanding balance on March 31,
|
||||||||||||||||
2013
|
2014
|
2014
|
2014/2013
% change
|
|||||||||||||
(in millions, except percentages)
|
||||||||||||||||
Advances
|
Rs. | 376,854 | Rs. | 534,086 | US$ | 8,901 | 41.7 | % | ||||||||
Investments
|
88,111 | 58,417 | 974 | (33.7 | ) | |||||||||||
Deposits
|
228,693 | 372,840 | 6,214 | 63.0 | ||||||||||||
Borrowings
|
Rs. | 166,315 | Rs. | 187,829 | US$ | 3,130 | 12.9 | % |
Year ended March 31,
|
||||||||||||||||
2013
|
2014
|
2014
|
2014/2013
% change
|
|||||||||||||
(in millions, except percentages)
|
||||||||||||||||
Premium earned
|
Rs. | 135,382 | Rs. | 124,287 | US$ | 2,071 | (8.2 | )% | ||||||||
Premium on reinsurance ceded
|
(1,210 | ) | (1,460 | ) | (24 | ) | 20.7 | |||||||||
Net premium earned
|
134,172 | 122,827 | 2,047 | (8.5 | ) | |||||||||||
Other income
|
26,479 | 22,989 | 383 | (13.2 | ) | |||||||||||
Investment income
|
13,109 | 13,685 | 228 | 4.4 | ||||||||||||
Total income
|
173,760 | 159,501 | 2,658 | (8.2 | ) | |||||||||||
Commission paid
|
7,654 | 6,275 | 105 | (18.0 | ) | |||||||||||
Claims/benefits paid
|
11,662 | 10,773 | 180 | (7.6 | ) | |||||||||||
Operating expenses
|
18,026 | 17,095 | 285 | (5.2 | ) | |||||||||||
Total expenses
|
37,342 | 34,143 | 570 | (8.6 | ) | |||||||||||
Transfer to linked funds
|
94,334 | 81,387 | 1,356 | (13.7 | ) | |||||||||||
Provisions for policy holder liabilities (non-linked)
|
26,387 | 28,679 | 478 | 8.7 | ||||||||||||
Profit before tax
|
Rs. | 15,697 | Rs. | 15,292 | US$ | 254 | (2.6 | )% |
Outstanding balance on March 31,
|
||||||||||||||||
2013
|
2014
|
2014
|
2014/2013
% change
|
|||||||||||||
(in millions, except percentages)
|
||||||||||||||||
Investments
|
Rs. | 145,083 | Rs. | 187,764 | US$ | 3,129 | 29.4 | % | ||||||||
Assets held to cover linked liabilities
|
575,208 | 603,104 | 10,052 | 4.8 | ||||||||||||
Liabilities on life policies in force
|
Rs. | 689,105 | Rs. | 749,265 | US$ | 12,488 | 8.7 | % |
Year ended March 31,
|
||||||||||||||||
2013
|
2014
|
2014
|
2014/2013
% change
|
|||||||||||||
(in millions, except percentages)
|
||||||||||||||||
Gross written premium (including premium on reinsurance accepted)
|
Rs. | 64,091 | Rs. | 71,761 | US$ | 1,196 | 12.0 | % | ||||||||
Premium on reinsurance ceded
|
(22,636 | ) | (26,781 | ) | (446 | ) | 18.3 | |||||||||
Unexpired risk reserve
|
(1,362 | ) | (1,451 | ) | (24 | ) | 6.5 | |||||||||
Net premium earned
|
40,093 | 43,529 | 726 | 8.6 | ||||||||||||
Commission income (net)
|
1,831 | 2,291 | 38 | 25.1 | ||||||||||||
Investment income from pool(1)
|
141 | 179 | 3 | 27.0 | ||||||||||||
Investment income
|
5,730 | 7,877 | 131 | 37.5 | ||||||||||||
Total income
|
47,795 | 53,876 | 898 | 12.7 | ||||||||||||
Operating expenses
|
10,189 | 12,129 | 202 | 19.0 | ||||||||||||
Claims/benefits paid
|
33,789 | 36,189 | 603 | 7.1 | ||||||||||||
Other expenses (net)
|
1,000 | 356 | 6 | (64.4 | ) | |||||||||||
Total expense
|
44,978 | 48,674 | 811 | 8.2 | ||||||||||||
Profit/(loss) before tax
|
Rs. | 2,817 | Rs. | 5,202 | US$ | 87 | 84.7 | % |
(1)
|
Investment income from pool represents our share of income from the terrorism pool. The pool represents a multilateral reinsurance arrangement entered into by ICICI Lombard General Insurance Company together with other Indian insurance companies and the General Insurance Corporation of India. The funds belonging to the terrorism pool are administered by the General Insurance Corporation of India.
|
Outstanding balance on March 31,
|
||||||||||||||||
2013
|
2014
|
2014
|
2014/2013
% change
|
|||||||||||||
(in millions, except percentages)
|
||||||||||||||||
Investments
|
Rs. | 67,275 | Rs. | 87,452 | US$ | 1,458 | 30.0 | % | ||||||||
Current liabilities including claims outstanding
|
77,460 | 87,278 | 1,455 | 12.7 | ||||||||||||
Provisions
|
Rs. | 21,875 | Rs. | 23,223 | US$ | 387 | 6.2 | % |
Year ended March 31,
|
||||||||||||||||
2013
|
2014
|
2014
|
2014/2013
% change
|
|||||||||||||
(in millions, except percentages)
|
||||||||||||||||
Net interest income
|
Rs. | 3,960 | Rs. | 4,291 | US$ | 72 | 8.4 | % | ||||||||
Non-interest income
|
14,740 | 17,606 | 293 | 19.4 | ||||||||||||
Total income
|
18,700 | 21,897 | 365 | 17.1 | ||||||||||||
Non-interest expenses
|
10,820 | 12,097 | 202 | 11.8 | ||||||||||||
Operating profit before provisions and tax
|
7,880 | 9,800 | 163 | 24.4 | ||||||||||||
Provisions
|
63 | 16 | – | (74.6 | ) | |||||||||||
Profit before tax
|
Rs. | 7,817 | Rs. | 9,784 | US$ | 163 | 25.2 | % |
Year ended March 31,
|
||||||||||||||||
2012
|
2013
|
2013
|
2013/2012
% change
|
|||||||||||||
(in millions, except percentages)
|
||||||||||||||||
Retail Banking
|
Rs. | 5,500 | Rs. | 9,546 | US$ | 159 | 73.6 | % | ||||||||
Wholesale Banking
|
62,077 | 66,189 | 1,103 | 6.6 | ||||||||||||
Treasury
|
22,441 | 36,613 | 610 | 63.2 | ||||||||||||
Other Banking
|
3,928 | 6,410 | 107 | 63.2 | ||||||||||||
Life Insurance
|
14,137 | 15,697 | 262 | 11.0 | ||||||||||||
General Insurance
|
(3,952 | ) | 2,817 | 47 | — | |||||||||||
Others
|
8,109 | 7,817 | 130 | (3.6 | ) | |||||||||||
Profit before tax
|
Rs. | 112,240 | Rs. | 145,089 | US$ | 2,418 | 29.3 | % |
Year ended March 31,
|
||||||||||||||||
2012
|
2013
|
2013
|
2013/2012
% change
|
|||||||||||||
(in millions, except percentages)
|
||||||||||||||||
Net interest income
|
Rs. | 38,147 | Rs. | 42,092 | US$ | 702 | 10.3 | % | ||||||||
Non-interest income
|
25,757 | 30,425 | 507 | 18.1 | ||||||||||||
Total income
|
63,904 | 72,517 | 1,209 | 13.5 | ||||||||||||
Non-interest expenses
|
56,520 | 63,216 | 1,054 | 11.8 | ||||||||||||
Profit before provisions
|
7,384 | 9,301 | 155 | 26.0 | ||||||||||||
Provisions
|
1,884 | (245 | ) | (4 | ) | — | ||||||||||
Profit before tax
|
Rs. | 5,500 | Rs. | 9,546 | US$ | 159 | 73.6 | % |
Outstanding balance at March 31,
|
||||||||||||||||
2012
|
2013
|
2013
|
2013/2012
% change
|
|||||||||||||
(in millions, except percentages)
|
||||||||||||||||
Advances
|
Rs. | 620,630 | Rs. | 651,689 | US$ | 10,861 | 5.0 | % | ||||||||
Deposits
|
1,711,353 | 1,922,796 | 32,047 | 12.4 |
Year ended March 31,
|
||||||||||||||||
2012
|
2013
|
2013
|
2013/2012
% change
|
|||||||||||||
(in millions, except percentages)
|
||||||||||||||||
Net interest income
|
Rs. | 49,367 | Rs. | 68,458 | US$ | 1,141 | 38.7 | % | ||||||||
Non-interest income
|
41,014 | 38,216 | 637 | (6.8 | ) | |||||||||||
Total income
|
90,381 | 106,674 | 1,778 | 18.0 | ||||||||||||
Non-interest expenses
|
19,965 | 24,843 | 414 | 24.4 | ||||||||||||
Profit before provisions
|
70,416 | 81,831 | 1,364 | 16.2 | ||||||||||||
Provisions
|
8,339 | 15,642 | 261 | 87.6 | ||||||||||||
Profit before tax
|
Rs. | 62,077 | Rs. | 66,189 | US$ | 1,103 | 6.6 | % |
Outstanding balance at March 31,
|
||||||||||||||||
2012
|
2013
|
2013
|
2013/2012
% change
|
|||||||||||||
(in millions, except percentages)
|
||||||||||||||||
Advances
|
Rs. | 1,899,350 | Rs. | 2,225,648 | US$ | 37,094 | 17.2 | % | ||||||||
Deposits
|
838,726 | 996,340 | 16,606 | 18.8 |
Year ended March 31,
|
||||||||||||||||
2012
|
2013
|
2013
|
2013/2012
% change
|
|||||||||||||
(in millions, except percentages)
|
||||||||||||||||
Net interest income
|
Rs. | 18,833 | Rs. | 25,094 | US$ | 418 | 33.2 | % | ||||||||
Non-interest income
|
8,145 | 14,175 | 236 | 74.0 | ||||||||||||
Total income
|
26,978 | 39,269 | 654 | 45.6 | ||||||||||||
Non-interest expenses
|
1,690 | 1,763 | 29 | 4.3 | ||||||||||||
Profit before provisions
|
25,288 | 37,506 | 625 | 48.3 | ||||||||||||
Provisions
|
2,847 | 893 | 15 | (68.6 | ) | |||||||||||
Profit before tax
|
Rs. | 22,441 | Rs. | 36,613 | US$ | 610 | 63.2 | % |
Closing balance at March 31,
|
||||||||||||||||
2012
|
2013
|
2013
|
2013/2012
% change
|
|||||||||||||
(in millions, except percentages)
|
||||||||||||||||
Investments
|
Rs. | 1,595,230 | Rs. | 1,714,391 | US$ | 28,573 | 7.5 | % | ||||||||
Borrowings
|
1,401,649 | 1,453,415 | 24,224 | 3.7 |
Year ended March 31,
|
||||||||||||||||
2012
|
2013
|
2013
|
2013/2012
% change
|
|||||||||||||
(in millions, except percentages)
|
||||||||||||||||
Net interest income
|
Rs. | 7,430 | Rs. | 9,960 | US$ | 166 | 34.1 | % | ||||||||
Non-interest income
|
2,989 | 4,300 | 72 | 43.9 | ||||||||||||
Total income
|
10,419 | 14,260 | 238 | 36.9 | ||||||||||||
Non-interest expenses
|
4,110 | 4,396 | 73 | 7.0 | ||||||||||||
Profit before provisions
|
6,309 | 9,864 | 165 | 56.3 | ||||||||||||
Provisions
|
2,381 | 3,454 | 58 | 45.1 | ||||||||||||
Profit before tax | Rs. | 3,928 | Rs. | 6,410 | US$ | 107 | 63.2 | % |
Outstanding balance on March 31,
|
||||||||||||||||
2012
|
2013
|
2013
|
2013/2012
% change
|
|||||||||||||
(in millions, except percentages)
|
||||||||||||||||
Advances | Rs. | 354,985 | Rs. | 376,854 | US$ | 6,281 | 6.2 | % | ||||||||
Investments
|
114,136 | 88,111 | 1,469 | (22.8 | ) | |||||||||||
Deposits
|
272,705 | 228,693 | 3,812 | (16.1 | ) | |||||||||||
Borrowings | Rs. | 114,736 | Rs. | 166,315 | US$ |
2,772
|
45.0 | % |
Year ended March 31,
|
||||||||||||||||
2012
|
2013
|
2013
|
2013/2012
% change
|
|||||||||||||
(in millions, except percentages)
|
||||||||||||||||
Premium earned
|
Rs. | 140,216 | Rs. | 135,382 | US$ | 2,256 | (3.4 | )% | ||||||||
Premium on reinsurance ceded
|
(937 | ) | (1,210 | ) | (20 | ) | 29.1 | |||||||||
Net premium earned
|
139,279 | 134,172 | 2,236 | (3.7 | ) | |||||||||||
Other income
|
28,541 | 26,479 | 441 | (7.2 | ) | |||||||||||
Investment income
|
8,383 | 13,109 | 218 | 56.4 | ||||||||||||
Total income
|
176,203 | 173,760 | 2,895 | (1.4 | ) | |||||||||||
Commission paid
|
6,069 | 7,654 | 128 | 26.1 | ||||||||||||
Claims/benefits paid
|
5,419 | 11,662 | 194 | – | ||||||||||||
Operating expenses
|
18,951 | 18,026 | 300 | (4.9 | ) | |||||||||||
Total expenses
|
30,439 | 37,342 | 622 | 22.7 | ||||||||||||
Transfer to linked funds
|
106,639 | 94,334 | 1,572 | (11.5 | ) | |||||||||||
Provisions for policy holder liabilities (non-linked)
|
24,988 | 26,387 | 440 | 5.6 | ||||||||||||
Profit before tax
|
Rs. | 14,137 | Rs. | 15,697 | US$ | 261 | 11.0 | % |
Outstanding balance on March 31,
|
||||||||||||||||
2012
|
2013
|
2013
|
2013/2012
% change
|
|||||||||||||
(in millions, except percentages)
|
||||||||||||||||
Investments
|
Rs. | 107,703 | Rs. | 145,083 | US$ | 2,418 | 34.7 | % | ||||||||
Assets held to cover linked liabilities
|
578,174 | 575,208 | 9,587 | (0.5 | ) | |||||||||||
Liabilities on life policies in force
|
Rs. | 662,295 | Rs. | 689,105 | US$ | 11,485 | 4.0 | % |
Year ended March 31,
|
||||||||||||||||
2012
|
2013
|
2013
|
2013/2012
% change
|
|||||||||||||
(in millions, except percentages)
|
||||||||||||||||
Gross written premium (including premium on reinsurance accepted)
|
Rs. | 60,144 | Rs. | 64,091 | US$ | 1,068 | 6.6 | % | ||||||||
Premium on reinsurance ceded
|
(19,057 | ) | (22,636 | ) | (377 | ) | 18.8 | |||||||||
Unexpired risk reserve
|
(5,597 | ) | (1,362 | ) | (23 | ) | (75.7 | ) | ||||||||
Net premium earned
|
35,490 | 40,093 | 668 | 13.0 | ||||||||||||
Commission income (net)
|
614 | 1,831 | 31 | – | ||||||||||||
Investment income from pool(1)
|
858 | 141 | 2 | (83.6 | ) | |||||||||||
Investment income
|
4,084 | 5,730 | 96 | 40.3 | ||||||||||||
Total income
|
41,046 | 47,795 | 797 | 16.4 | ||||||||||||
Operating expenses
|
8,706 | 10,189 | 170 | 17.0 | ||||||||||||
Claims/benefits paid
|
36,008 | 33,789 | 563 | (6.2 | ) | |||||||||||
Other expenses (net)
|
284 | 1,000 | 17 | — | ||||||||||||
Total expense
|
44,998 | 44,978 | 750 | — | ||||||||||||
Profit/(loss) before tax
|
Rs. | (3,952 | ) | Rs. | 2,817 | US$ | 47 | — |
(1)
|
Investment income from pool represents our share of income from the terrorism pool and the Indian Motor Third Party Insurance Pool for Commercial Vehicles. The pools represent a multilateral reinsurance arrangement entered into by ICICI Lombard General Insurance Company together with other Indian insurance companies and the General Insurance Corporation. The funds belonging to the terrorism pool are administered by the General Insurance Corporation, and funds belonging to Indian Motor Third Party Insurance Pool are administered by the individual member companies.
|
Outstanding balance on March 31,
|
||||||||||||||||
2012
|
2013
|
2013
|
2013/2012
% change
|
|||||||||||||
(in millions, except percentages)
|
||||||||||||||||
Investments
|
Rs. | 60,336 | Rs. | 67,275 | US$ | 1,121 | 11.5 | % | ||||||||
Current liabilities including claims outstanding
|
70,130 | 77,460 | 1,169 | 10.5 | ||||||||||||
Provisions
|
Rs. | 20,044 | Rs. | 21,875 | US$ | 334 | 9.1 | % |
Year ended March 31,
|
||||||||||||||||
2012
|
2013
|
2013
|
2013/2012
% change
|
|||||||||||||
(in millions, except percentages)
|
||||||||||||||||
Net interest income
|
Rs. | 4,369 | Rs. | 3,960 | US$ | 66 | (9.4 | )% | ||||||||
Non-interest income
|
14,753 | 14,740 | 246 | (0.1 | ) | |||||||||||
Total income
|
19,122 | 18,700 | 312 | (2.2 | ) | |||||||||||
Non-interest expenses
|
10,680 | 10,820 | 180 | 1.3 | ||||||||||||
Operating profit before provisions and tax
|
8,442 | 7,880 | 132 | (6.7 | ) | |||||||||||
Provisions
|
333 | 63 | 1 | (81.1 | ) | |||||||||||
Profit before tax
|
Rs. | 8,109 | Rs. | 7,817 | US$ | 131 | (3.6 | )% |
|
(1)
|
This entity was incorporated and identified as a related party during the three months ended December 31, 2012.
|
|
(2)
|
Insignificant amount.
|
Items
|
At year-end fiscal 2014
|
|||
(in millions)
|
||||
Deposits from related parties held by us
|
Rs. | 4,232 | ||
Loans and advances to related parties(1)
|
2 | |||
Our investments in related parties
|
1,904 | |||
Investments in our shares held by related parties
|
15 | |||
Payables to related parties
|
381 | |||
Guarantees issued by us for related parties
|
Rs. | 0.1 |
Items
|
At year-end fiscal 2014
|
|||
(in millions, except number of shares)
|
||||
Deposits from key management personnel
|
Rs. | 51 | ||
Loans and advances to key management personnel(2)
|
28 | |||
Investments in our shares held by key management personnel
|
4 | |||
Employee stock options outstanding (numbers)
|
3,760,000 | |||
Employee stock options exercised(3)
|
Rs. | 0.4 |
Items
|
At year-end fiscal 2014
|
|||
(in millions)
|
||||
Deposits from close family members of key management personnel
|
Rs. | 29 | ||
Loans and advances to close family members of key management personnel(1)
|
Rs. | 6 |
Items
|
Year ended
March 31, 2014
|
|||
(in millions)
|
||||
Deposits from key management personnel
|
Rs. | 83 | ||
Loans and advances to key management personnel(2)
|
31 | |||
Investments in our shares held by key management personnel
|
Rs. | 4 |
Items
|
Year ended
March 31, 2014
|
|||
(in millions)
|
||||
Deposits from close family members of key management personnel
|
Rs. | 30 | ||
Loans and advances to close family members of key management personnel(1)
|
Rs. | 8 |
(1)
|
The loans and advances (a) were made in the ordinary course of business, (b) were made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other persons, and (c) did not involve more than the normal risk of collectability or present other unfavorable features.
|
(2)
|
The loans and advances (a) were made in the ordinary course of business and were made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other persons or (b) were made on the same terms, including interest rates and collateral, as those prevailing at the time for other employees as part of employee loan scheme, and (c) did not involve more than the normal risk of collectability or present other unfavorable features.
|
(3)
|
During fiscal 2014, 37,500 employee stock options were exercised by the key management personnel of the Bank, which have been reported at face value.
|
Name,
designation and profession
|
Age
|
Date of first Appointment
|
Particulars of other
Directorship(s) at June 30, 2014
|
|||
Mr. Kundapur Vaman Kamath
Independent Chairman
|
66
|
April 17, 1996
|
Lead Independent Director
Infosys Limited
Director
Schlumberger Limited
|
Name,
designation and profession
|
Age
|
Date of first Appointment
|
Particulars of other
Directorship(s) at June 30, 2014
|
Mr. Dileep Choksi
Non-Executive Director
Profession: Advisor
|
64
|
April 26, 2013
|
Director
ICICI Lombard General Insurance Company Limited
ICICI Home Finance Company Limited
AIA Engineering Limited
Datamatics Global Services Limited
Lupin Limited
Mafatlal Cipherspace Private Limited
Hexaware Technologies Limited
Incube Ventures Private Limited
|
|||
Mr. Homi Khusrokhan
Non-Executive Director
Profession: Advisor
|
70
|
January 21, 2010
|
Director
Advinus Therapeutics Limited
Fulford (India) Limited
LIC Nomura Mutual Fund Trustee Company Private Limited
Novalead Pharma Private Limited
Samson Maritime Limited
Tata AIA Life Insurance Company Limited
The Anglo Scottish Education Society
|
|||
Mr. Alok Tandon
Nominee Director
Profession: Government Service
|
51
|
June 6, 2014
|
Director
IFCI Limited
National Housing Bank
Small Industries Development Bank of India
United India Insurance Company Limited
|
|||
Mr. M. S. Ramachandran
Non-Executive Director
Profession: Advisor
|
69
|
April 25, 2009
|
Director
Ester Industries Limited
Gulf Oil Corporation Limited
Gulf Oil Lubricants India Limited
Houghton International Inc.
Infrastructure India Plc
Supreme Petrochem Limited
International Paper APPM Limited
|
|||
Dr. Tushaar Shah
Non-Executive Director
Profession: Advisor
|
62
|
May 3, 2010
|
Member: Board of Governors
DSC Foundation
|
|||
Mr. V. K. Sharma
Non-Executive Director
Profession: Managing Director, Life Insurance Corporation of India
|
55
|
March 6, 2014
|
Managing Director
Life Insurance Corporation of India
Director
ACC Limited
Infrastructure Leasing & Financial Services Limited
LIC Pension Fund Limited
Life (International) B.S.C Bahrain Limited
|
Name,
designation and profession
|
Age
|
Date of first Appointment
|
Particulars of other
Directorship(s) at June 30, 2014
|
Mr. V. Sridar
Non-Executive Director
Profession: Advisor
|
66
|
January 21, 2010
|
Director
Aadhar Housing Finance Limited
Cent Bank Home Finance Limited
ICICI Prudential Life Insurance Company Limited
IDFC AMC Trustee Company Limited
Morpheus Capital Advisors Private Limited
Ponni Sugars (Erode) Limited
Sarda Metals and Alloys Limited
Seshasayee Paper and Boards Limited
STCI Primary Dealer Limited
|
|||
Ms. Chanda Kochhar
Managing Director and CEO
Profession: Company Executive
|
52
|
April 1, 2001
|
Chairperson
ICICI Bank UK Plc
ICICI Bank Canada
ICICI Bank Eurasia Limited Liability Company
ICICI Prudential Life Insurance Company Limited
ICICI Lombard General Insurance Company Limited
ICICI Prudential Asset Management Company Limited
ICICI Securities Limited
Member-Board
Institute of International Finance, Inc
Member-Executive Board
Indian School of Business
|
|||
Mr. N. S. Kannan
Executive Director
Profession: Company Executive
|
49
|
May 1, 2009
|
Chairman
ICICI Securities Primary Dealership Limited
Director
ICICI Bank UK Plc
ICICI Bank Canada
ICICI Prudential Life Insurance Company Limited
ICICI Lombard General Insurance Company Limited
ICICI Prudential Asset Management Company Limited
Member - Supervisory Board
ICICI Bank Eurasia Limited Liability Company
Member - Advisory Board
IITB Monash Research Academy
|
|||
Mr. K. Ramkumar
Executive Director
Profession: Company Executive
|
52
|
February 1, 2009
|
Director
ICICI Prudential Life Insurance Company Limited
ICICI Venture Funds Management Company Limited
|
|||
Mr. Rajiv Sabharwal
Executive Director
Profession: Company Executive
|
48
|
June 24, 2010
|
Chairman
ICICI Home Finance Company Limited
Director
ICICI Prudential Life Insurance Company Limited
|
Name
|
Age
|
Designation and Responsibilities
|
Years of work experience
|
Total remuneration in fiscal 2014(1)
(in Rupees)
|
Bonus for fiscal 2014(2) (in Rupees)
|
Stock options granted for fiscal 2013
|
Stock options granted for fiscal 2014(2)
|
Total stock options granted through June 2014
|
Total stock options outstanding at June 30, 2014(3)
|
Shareholdings at June 30, 2014(4)
|
||||||||||
Ms. Chanda Kochhar
|
52
|
Managing Director and CEO
|
30
|
36,766,563
|
15,516,081
|
250,000
|
290,000
|
2,405,000
|
2,000,000
|
343,925
|
||||||||||
Mr. N. S. Kannan
|
49
|
Executive Director
|
27
|
24,973,590
|
10,400,859
|
125,000
|
145,000
|
997,400
|
795,000
|
50,225
|
||||||||||
Mr. K. Ramkumar
|
52
|
Executive Director
|
29
|
27,093,201
|
10,400,859
|
125,000
|
145,000
|
1,215,000
|
918,000
|
–
|
||||||||||
Mr. Rajiv Sabharwal
|
48
|
Executive Director
|
24
|
23,561,751
|
9,928,989
|
125,000
|
145,000
|
730,000
|
688,000
|
27,000
|
||||||||||
Mr. Vijay Chandok
|
46
|
President
|
23
|
25,305,626
|
9,534,105
|
90,000
|
105,000
|
796,100
|
672,025
|
6,000
|
||||||||||
Ms. Zarin Daruwala
|
49
|
President
|
24
|
23,898,126
|
9,534,105
|
90,000
|
105,000
|
705,600
|
622,000
|
61,452
|
||||||||||
Mr. Rakesh Jha
|
42
|
CFO
|
17
|
16,956,584
|
4,667,040
|
42,500
|
58,000
|
538,650
|
405,250
|
–
|
(1)
|
Includes salary and other benefits and ICICI Bank’s contribution to superannuation fund, provident and gratuity fund paid for fiscal 2014 and excludes bonus for fiscal 2012 (if any) and fiscal 2013 which was paid in fiscal 2014.
|
(2)
|
Stock options granted and bonuses for fiscal 2014 are subject to approval of the Reserve Bank of India.
|
(3)
|
Each stock option, once exercised, is equivalent to one equity share of ICICI Bank. ICICI Bank granted these stock options to its executive officers at no cost. See “—Compensation and Benefits to Directors and Officers—Employee Stock Option Scheme” for a description of the other terms of these stock options.
|
(4)
|
Executive officers and directors (including non-executive directors) as a group held about 0.08% of ICICI Bank’s equity shares as of this date.
|
|
·
|
approving corporate philosophy and mission;
|
|
·
|
participating in the formulation of strategic and business plans;
|
|
·
|
reviewing and approving financial plans and budgets;
|
|
·
|
monitoring corporate performance against strategic and business plans, including overseeing operations;
|
|
·
|
ensuring ethical behavior and compliance with laws and regulations;
|
|
·
|
reviewing and approving borrowing limits;
|
|
·
|
formulating exposure limits; and
|
|
·
|
keeping shareholders informed regarding plans, strategies and performance.
|
Year ended March 31,
|
||||||||||||
2013
|
2014
|
2014
|
||||||||||
Audit
|
(in millions)
|
(in thousands)
|
||||||||||
Audit of ICICI Bank Limited and our subsidiaries
|
Rs. | 167 | Rs. | 180 | US$ | 2,998 | ||||||
Audit-related services
|
||||||||||||
Opinion on non-statutory accounts presented in Indian Rupees
|
4 | 2 | 39 | |||||||||
Others
|
10 | 8 | 130 | |||||||||
Sub-total
|
181 | 190 | 3,167 | |||||||||
Non-audit services
|
||||||||||||
Tax services
|
– | – | – | |||||||||
Tax compliance
|
5 | 7 | 111 | |||||||||
Other services
|
11 | 20 | 342 | |||||||||
Sub-total
|
16 | 27 | 453 | |||||||||
Total
|
Rs. | 197 | Rs. | 217 | US$ | 3,620 |
Name and Designation
|
Monthly Salary Range (Rs.)
|
|
Ms. Chanda Kochhar, Managing Director and CEO
|
1,350,000 – 2,600,000 (US$ 22,500 – US$ 43,333)
|
|
Mr. N. S. Kannan, Executive Director
|
950,000 – 1,700,000 (US$ 15,833 – US$ 28,333)
|
|
Mr. K. Ramkumar, Executive Director
|
950,000 – 1,700,000 (US$ 15,833 – US$ 28,333)
|
|
Mr. Rajiv Sabharwal, Executive Director
|
900,000 – 1,600,000 (US$ 15,000 – US$ 26,667)
|
Date of grant
|
Number of options granted
|
Exercise price
|
||||||||||
February 21, 2000
|
1,713,000 | Rs. | 171.90 | US$ | 2.87 | |||||||
April 26, 2001
|
1,580,200 | 170.00 | 2.83 | |||||||||
March 27, 2002
|
3,155,000 | 120.35 | 2.01 | |||||||||
April 25, 2003
|
7,338,300 | 132.05 | 2.20 | |||||||||
July 25, 2003
|
147,500 | 157.03 | 2.62 | |||||||||
October 31, 2003
|
6,000 | 222.40 | 3.71 | |||||||||
April 30, 2004
|
7,539,500 | 300.10 | 5.00 | |||||||||
September 20, 2004
|
15,000 | 275.20 | 4.59 | |||||||||
April 30, 2005
|
4,906,180 | 359.95 | 6.00 | |||||||||
August 20, 2005
|
70,600 | 498.20 | 8.30 | |||||||||
January 20, 2006
|
5,000 | 569.55 | 9.49 | |||||||||
April 29, 2006
|
6,267,400 | 576.80 | 9.61 | |||||||||
July 22, 2006
|
29,000 | 484.75 | 8.08 | |||||||||
October 24, 2006
|
78,500 | 720.55 | 12.01 | |||||||||
January 20, 2007
|
65,000 | 985.40 | 16.42 | |||||||||
April 28, 2007
|
4,820,300 | 935.15 | 15.59 | |||||||||
July 21, 2007
|
11,000 | 985.85 | 16.43 | |||||||||
October 19, 2007
|
46,000 | 1,036.50 | 17.28 | |||||||||
January 19, 2008
|
40,000 | 1,248.85 | 20.81 | |||||||||
March 8, 2008
|
39,000 | 893.40 | 14.89 | |||||||||
April 26, 2008
|
5,595,000 | 915.65 | 15.26 | |||||||||
July 26, 2008
|
25,000 | 656.75 | 10.95 | |||||||||
October 27, 2008
|
20,500 | 308.50 | 5.14 | |||||||||
April 25, 2009
|
1,728,500 | 434.10 | 7.24 | |||||||||
March 6, 2010
|
2,500 | 901.75 | 15.03 | |||||||||
April 24, 2010
|
2,392,600 | 977.70 | 16.30 |
Date of grant
|
Number of
options granted
|
Exercise price
|
||||||||||
July 31, 2010
|
44,000 | 904.90 | 15.08 | |||||||||
October 29, 2010
|
18,000 | 1,089.05 | 18.15 | |||||||||
January 24, 2011
|
25,000 | 1,065.55 | 17.76 | |||||||||
February 7, 2011
|
3,035,000 | 967.00 | 16.12 | |||||||||
April 28, 2011
|
4,018,600 | 1,106.85 | 18.45 | |||||||||
July 29, 2011
|
9,000 | 1,017.45 | 16.96 | |||||||||
September 16, 2011
|
30,000 | 876.20 | 14.60 | |||||||||
October 31, 2011
|
3,000 | 933.35 | 15.56 | |||||||||
April 27, 2012
|
4,392,200 | 841.45 | 14.02 | |||||||||
July 27, 2012
|
3,000 | 906.75 | 15.11 | |||||||||
October 26, 2012
|
55,000 | 1,087.15 | 18.12 | |||||||||
April 26, 2013
|
4,414,650 | 1,177.35 | 19.62 | |||||||||
January 29,2014
|
5,000 | 1,018.65 | 16.98 | |||||||||
April 25, 2014(1)
|
6,470,100 | 1,299.55 | 21.66 |
(1)
|
Options granted on April 25, 2014, include options granted to executive directors, which requires the approval of the Reserve Bank of India.
|
Date of grant
|
Number of options granted
|
Exercise price(1)
|
||||||||||
August 3, 1999
|
2,323,750 | Rs. | 85.55 | US$ | 1.43 | |||||||
April 28, 2000
|
2,902,500 | 133.40 | 2.22 | |||||||||
November 14, 2000
|
20,000 | 82.90 | 1.38 | |||||||||
May 3, 2001
|
3,145,000 | 82.00 | 1.37 | |||||||||
August 13, 2001
|
60,000 | 52.50 | 0.88 | |||||||||
March 27, 2002
|
6,473,700 | 60.25 | 1.00 |
(1)
|
The exercise price is equal to the market price of ICICI’s equity shares on the date of grant.
|
Particulars
|
ICICI Bank
|
|||
Options granted(1) (net of lapsed)
|
66,391,752 | |||
Options vested
|
49,356,153 | |||
Options exercised
|
31,958,326 | |||
Options forfeited/lapsed
|
11,229,853 | |||
Extinguishment or modification of options
|
.. | |||
Amount realized by exercise of options
|
Rs. | 8,411,313,500 | ||
Total number of options in force
|
34,433,426 |
(1)
|
Includes options granted to full-time directors which requires approval of the Reserve Bank of India.
|
|
·
|
commercial banks;
|
|
·
|
long-term lending institutions;
|
|
·
|
non-banking finance companies, including housing finance companies;
|
|
·
|
other specialized financial institutions, and state-level financial institutions;
|
|
·
|
insurance companies; and
|
|
·
|
mutual funds.
|
|
·
|
During the first phase (up to March 2009), foreign banks were allowed to establish a presence by setting up wholly-owned subsidiaries or by converting existing branches into wholly-owned subsidiaries.
|
|
·
|
In addition, during the first phase, foreign banks were allowed to acquire a controlling stake in a phased manner only in private sector banks that are identified by the Reserve Bank of India for restructuring.
|
|
·
|
For new and existing foreign banks, it was proposed to go beyond the existing World Trade Organization commitment of allowing increases of 12 branches per year. A more liberal policy will be followed for areas with a small number of banks.
|
|
·
|
During the second phase (scheduled to be from April 2009 onwards), after a review of the first phase, foreign banks would be allowed to acquire up to 74.0% in private sector banks in India.
|
|
·
|
fee-based activities like investment banking and advisory services; and
|
|
·
|
short-term lending activities, including making corporate finance and working capital loans.
|
|
·
|
permit all private banking companies to issue preference shares that will not carry any voting rights;
|
|
·
|
make prior approval by the Reserve Bank of India mandatory for the acquisition of more than 5.0% of a banking company’s paid-up capital or voting rights by any individual or firm or group, and empower the Reserve Bank of India to impose conditions while granting approval for such acquisition;
|
|
·
|
empower the Reserve Bank of India, after consultations with the Central Government, to supersede the board of a private sector bank for a total period not exceeding twelve months, during which time the Reserve Bank of India will have the power to appoint an administrator to manage the bank;
|
|
·
|
give the Reserve Bank of India the right to inspect affiliates of enterprises or banking entities (affiliates include subsidiaries, holding companies or any joint ventures of banks); and
|
|
·
|
ease the restrictions on voting rights by making them proportionate to the shareholding up to a cap of 26% in the case of private sector banks from the earlier 10%, and 10% in the case of public sector banks from the earlier 1%. However, this is pending notification by the Reserve Bank of India.
|
|
·
|
raise the foreign investment limit in the insurance sector from 26.0% to 49.0%; and
|
|
·
|
eliminate the requirement that Indian promoters of an insurance company reduce their stake to 26.0% after ten years.
|
|
·
|
the total government securities forming part of statutory liquidity ratio in the held-to-maturity category were allowed to be retained at 24.5% of net demand and time liabilities as against the earlier requirement of bringing it down to 24.0% during the quarter ended September 30, 2013;
|
|
·
|
a one-time transfer of statutory liquidity ratio securities from the available-for-sale and held-for-trading categories to the held-to-maturity category up to the limit of 24.5% of net demand and time liabilities was permitted. The transfer had to be made before September 30, 2013 with the option to value it at July 15, 2013 rates;
|
|
·
|
net depreciation on the available-for-sale and held-for-trading portfolio was allowed to be amortised over the remaining period of fiscal 2014.
|
|
·
|
strengthening and clarifying the monetary policy framework. In this regard, the recommendations of the Urjit Patel Committee to Revise and Strengthen Monetary Policy Framework were considered and implementation was initiated during fiscal 2014. Key proposals include adopting the consumer price index as the key inflation measure for monetary policy action, keeping the economy on a disinflationary glide path with a target of 8.0% consumer price index inflation by January 2015 and 6.0% by January 2016, transition to a bi-monthly monetary policy cycle, and progressive reduction in banking system’s access to overnight liquidity under the liquidity adjustment facility and corresponding increase in access to liquidity through term repos;
|
|
·
|
strengthening the banking structure through entry of new banks, branch expansion, encouraging new varieties of banks, and clarifying an organizational framework for foreign banks. In this regard, two new banks were given in-principle licenses during fiscal 2014;
|
|
·
|
broadening and deepening financial markets and increasing their liquidity and resilience;
|
|
·
|
expanding access to finance to small and medium enterprises, the unorganized sector, the poor and the remote underserved areas. The Reserve Bank of India appointed a Committee on Comprehensive Financial Services for Small Businesses and Low-Income Households which submitted its recommendations in March 2014 and has proposed, among other things, allowing setting up of specialized payments and wholesale banks, and a new framework for priority sector lending. In July 2014, the Reserve Bank of India issued draft guidelines for licensing small banks and payments banks;
|
|
·
|
strengthening real and financial restructuring and debt recovery from corporates and improving the system's ability to deal with distress.
|
|
·
|
interest and/or installment of principal remains overdue for a period of more than 90 days in respect of a term loan;
|
|
·
|
the account remains “out-of-order” (as defined below) for a period of more than 90 days in respect of an overdraft or cash credit;
|
|
·
|
the bill remains overdue for a period of more than 90 days in case of bills purchased and discounted;
|
|
·
|
installment of principal or interest remains overdue for two crop seasons for short duration crops or for one crop season for long duration crops;
|
|
·
|
the amount of liquidity facility remains outstanding for more than 90 days, in respect of a securitization transaction undertaken in accordance with the Reserve Bank of India guidelines on securitization issued on February 1, 2006; or
|
|
·
|
in respect of derivative transactions, the overdue receivables related to positive mark-to-market value of a derivative contract, if these remain unpaid for a period of 90 days from the specified due date for payment.
|
|
·
|
in respect of credit card transactions, if the minimum amount due, as mentioned in the statement, remains overdue for a period of more than 90 days from the next statement date.
|
|
·
|
Standard Assets: The allowances on the performing portfolios are based on guidelines issued by the Reserve Bank of India. The provisioning requirement is a uniform rate of 0.4% for all standard assets except –
|
|
·
|
direct advances to agricultural and the Small and Micro Enterprise sectors, which attract a provisioning requirement of 0.25%,
|
|
·
|
advances to commercial real estate residential and non-residential sectors which attract a provisioning requirement of 0.75% and 1.0% respectively,
|
|
·
|
housing loans, where such loans are made at comparatively lower interest rates for the first years of the loan after which the rates are reset at higher rates, which attract a provisioning requirement of 2.0%.
|
|
·
|
Sub-Standard Assets: Effective May 2011 a provision of 15.0% is required for all sub-standard assets as compared to the previous requirement of 10.0%. An additional provision of 10.0% is required for accounts that are unsecured. Unsecured infrastructure loan accounts classified as sub-standard require provisioning of 20.0%.
|
|
·
|
Doubtful Assets: A 100.0% provision/write-off is required against the unsecured portion of a doubtful asset and is charged against income. With effect from fiscal 2012, for the secured portion of assets classified as doubtful, a 25.0% provision is required for assets that have been classified as doubtful for a year (compared to 20.0% through fiscal 2011), a 40.0% provision is required for assets that have been classified as doubtful for one to three years (compared to a 30.0% provision was required through fiscal 2011) and a 100.0% provision is required for assets classified as doubtful for more than three years. The value assigned to the collateral securing a loan is the amount reflected on the borrower’s books or the realizable value determined by third party appraisers.
|
|
·
|
Loss Assets: The entire asset is required to be written off or provided for.
|
|
·
|
The exposure ceiling for a single borrower is 15.0% of capital funds and group exposure limit is 40.0% of capital funds. In case of financing for infrastructure projects, the exposure limit to a single borrower may be extended by another 5.0% (i.e., up to 20.0% of capital funds) and the group exposure limit may be extended by another 10.0% (i.e., up to 50.0% of capital funds). Effective May 29, 2008. The exposure limit in respect of single borrower was raised to 25.0% of capital funds for oil companies that were issued oil bonds. Banks may, in exceptional circumstances, with the approval of their board of directors, consider enhancement of the exposure to a borrower up to a maximum of further 5.0% of capital funds, subject to the borrower consenting to the banks making appropriate disclosures in their annual reports
|
|
·
|
Exposures to public sector undertakings are exempted from group exposure limits.
|
|
·
|
Capital funds are the total capital as defined under capital adequacy norms (tier 1 and tier 2 capital).
|
|
·
|
Exposure shall include credit exposure (funded and non-funded credit limits) and investment exposure (including underwriting and similar commitments). Non-fund based exposures are calculated at 100.0% and in addition, banks include exposure on account of forward contracts in foreign exchange and other derivative products, like currency swaps and options, computed as per current exposure method at their replacement cost value in determining individual or group borrower exposure ceilings, effective April 1, 2003.
|
|
·
|
The entire investment portfolio is required to be classified under three categories: (a) held to maturity, (b) held for trading and (c) available-for-sale. Held to maturity includes securities so classified in accordance with the Reserve Bank of India guidelines; held for trading includes securities acquired with the intention of being traded to take advantage of the short-term price/interest rate movements; and available-for-sale includes securities not included in held to maturity and held for trading. Banks should decide the category of investment at the time of acquisition.
|
|
·
|
Profit or loss on the sale of investments in both held for trading and available-for-sale categories are taken in the income statement. Profit on the sale of investments in the held to maturity category, net of tax and statutory reserve, is appropriated to the capital reserve account after being taken in the income statement. Loss on any sale is recognized in the income statement.
|
|
·
|
The market price of the security available from the stock exchange, the price of securities in subsidiary general ledger transactions, the Reserve Bank of India price list or prices declared by Primary Dealers Association of India jointly with the Fixed Income Money Market and Derivatives Association of India serves as the “market value” for investments in available-for-sale and held for trading securities.
|
|
·
|
Investments under the held for trading category should be sold within 90 days; in the event of inability to sell due to adverse factors including tight liquidity, extreme volatility or a unidirectional movement in the market, the unsold securities should be shifted to the available-for-sale category.
|
|
·
|
time deposits are of Rs. 10 million and above; and
|
|
·
|
interest on deposits is paid in accordance with the schedule of interest rates disclosed in advance by the bank and not pursuant to negotiation between the depositor and the bank.
|
|
·
|
engage in foreign exchange transactions in all currencies;
|
|
·
|
open and maintain foreign currency accounts abroad;
|
|
·
|
raise foreign currency and rupee denominated deposits from non-resident Indians;
|
|
·
|
grant foreign currency loans to on-shore and off-shore corporations;
|
|
·
|
open documentary credits;
|
|
·
|
grant import and export loans;
|
|
·
|
handle collection of bills, funds transfer services;
|
|
·
|
issue guarantees; and
|
|
·
|
enter into derivative transactions and risk management activities that are incidental to our normal functions authorized under our organizational documents and as permitted under the provisions of the Banking Regulation Act.
|
|
·
|
Companies in the infrastructure sector were permitted to utilize 25.0% of fresh external commercial borrowing towards refinancing existing rupee loans as against the earlier guideline which did not allow repayment of outstanding rupee loans through external commercial borrowing.
|
|
·
|
Companies in the infrastructure sector were allowed to import capital goods by availing short-term credit in the nature of a bridge finance. The bridge finance can later be replaced with long-term external commercial borrowing.
|
|
·
|
“Interest during construction” was accepted as an eligible end-use for availing external commercial borrowing.
|
|
·
|
Foreign equity holders were allowed to provide credit enhancement to Indian companies exclusively engaged in the development of infrastructure under the automatic route without the prior approval of the Reserve Bank of India.
|
|
·
|
inter-bank liabilities;
|
|
·
|
liabilities to primary dealers;
|
|
·
|
refinancing from the Reserve Bank of India and other institutions permitted to offer refinancing to banks; and
|
|
·
|
perpetual debt qualifying for lower tier 1 capital treatment.
|
|
·
|
No single entity or group of related entities would be permitted to directly or indirectly hold or control more than 10.0% of the paid up equity capital of a private sector bank and any higher level of acquisition would require the Reserve Bank of India’s prior approval;
|
|
·
|
In respect of corporate shareholders, the objective will be to ensure that no entity or group of related entities has a shareholding in excess of 10.0% in the corporate shareholder. In the case of shareholders that are financial entities, the objective will be to ensure that it is widely held, publicly listed and well regulated;
|
|
·
|
The Reserve Bank of India may permit a higher level of shareholding in the case of the restructuring of problem banks or weak banks or in the interest of consolidation in the banking industry;
|
|
·
|
No single non-resident Indian can invest in excess of 5.0% of the paid-up capital of a private sector bank. The aggregate limit for investments by non-resident Indians is restricted to 10.0% of a private sector bank’s paid-up capital and can be increased to 24.0% of the bank’s paid-up capital by approval of its board of directors;
|
|
·
|
Banks would be responsible for compliance with the “fit and proper” criteria for shareholders on an ongoing basis; and
|
|
·
|
Banks where shareholders holdings are in excess of the prescribed limit would have to indicate a plan for compliance.
|
|
·
|
The capital adequacy ratio is at least 9.0% for the preceding two completed years and the accounting year for which the bank proposes to declare a dividend.
|
|
·
|
The net non-performing asset ratio is less than 7.0%.
|
|
·
|
The Bank is in compliance with the prevailing regulations and guidelines issued by the Reserve Bank of India, including the creation of adequate provision for the impairment of assets, staff retirement benefits, transfer of profits to statutory reserves, etc.
|
|
·
|
The proposed dividend will be paid out of the current year’s profit.
|
|
·
|
Under the Reserve Bank of India’s Basel III guidelines, banks are subject to higher minimum capital requirements and must maintain a capital conservation buffer above the minimum requirements to avoid restrictions on capital distribution. The capital conservation buffer would be implemented in a phased manner beginning March 31, 2016 and fully implemented by March 31, 2019 as prescribed by the Reserve Bank of India. The Reserve Bank of India has clarified that dividend payment by banks would be governed by the interaction of both the above guidelines, once the capital conservation framework is in effect.
|
|
·
|
The dividend payout ratio (calculated as a percentage of dividend payable in a year to net profit during the year) must not exceed 40.0%. The maximum permissible dividend payout ratio would vary from bank to bank, depending on the capital adequacy ratio in each of the last three years and the net non-performing asset ratio.
|
|
·
|
In case the profit for the relevant period includes any extraordinary income, the payout ratio must be calculated after excluding that income for compliance with the prudential payout ratio.
|
|
·
|
The financial statements pertaining to the financial year for which the bank is declaring a dividend should be free of any qualification by the statutory auditors, which might have an adverse effect on the profit during that year. In case there are any such qualifications, the net profit should be suitably adjusted while computing the dividend payout ratio.
|
|
·
|
in the public interest;
|
|
·
|
in the interest of the depositors; (c) in order to secure the proper management of the bank; or (d) in the interests of the banking system of the country as a whole, prepare a scheme for the reconstruction of the bank or merger of the bank with any other bank. In circumstances entailing reconstruction of the bank or merger of the bank with another bank, the Reserve Bank of India invites suggestions and objections on the draft scheme prior to placing the scheme before the government of India for its approval. The central government may approve the scheme with or without modifications. The law does not require consent of the shareholders or creditors of such banks.
|
|
·
|
where disclosure is required to be made under any law;
|
|
·
|
where there is an obligation to disclose to the public;
|
|
·
|
where we need to disclose information in its interest; and
|
|
·
|
where disclosure is made with the express or implied consent of the customer.
|
|
·
|
No separate assigned capital is required. However, the parent bank is required to provide a minimum of US$ 10 million to its offshore banking unit.
|
|
·
|
Offshore banking units are exempt from cash reserve ratio requirements.
|
|
·
|
The Reserve Bank of India may exempt a bank’s offshore banking unit from statutory liquidity ratio requirements on specific application by the bank.
|
|
·
|
An offshore banking unit may not enter into any transactions in foreign exchange with residents in India, unless such a person is eligible to enter into or undertake such transactions under the Foreign Exchange Management Act.
|
|
·
|
All prudential norms applicable to overseas branches of Indian banks apply to offshore banking units.
|
|
·
|
Offshore banking units are required to adopt liquidity and interest rate risk management policies prescribed by the Reserve Bank of India in respect of overseas branches of Indian banks as well as within the overall risk management and asset and liability management framework of the bank subject to monitoring by the bank’s board of directors at prescribed intervals. Further, the bank’s board would be required to set comprehensive overnight limits for each currency for these branches, which would be separate from the open position limit of the parent bank.
|
|
·
|
Offshore banking units may raise funds in convertible foreign currency as deposits and borrowings from non-residents including non-resident Indians but excluding overseas corporate bodies.
|
|
·
|
Offshore banking units may operate and maintain balance sheets only in foreign currency.
|
|
·
|
The loans and advances of offshore banking units would not be reckoned as net bank credit for computing priority sector lending obligations.
|
|
·
|
Offshore banking units must follow the Know Your Customer guidelines and must be able to establish the identity and address of the participants in a transaction, the legal capacity of the participants and the identity of the beneficial owner of the funds.
|
|
·
|
The Special Economic Zone Act, 2005 permitted offshore banking units to additionally undertake the following activities:
|
|
·
|
lend outside India and take part in international syndications/consortiums on par with foreign offices.
|
|
·
|
invest in foreign currency denominated debt of Indian units; and
|
|
·
|
extend facilities to subsidiaries/units of Indian entities, located outside India.
|
|
·
|
single borrower exposure limit of 15.0% of capital funds (20.0% of capital funds, provided that the additional exposure of up to 5.0% is for the purpose of financing infrastructure projects);
|
|
·
|
borrower group exposure limit of 40.0% of capital funds (50.0% of capital funds, provided that the additional exposure of up to 10.0% is for the purpose of financing infrastructure projects);
|
|
·
|
deduction from tier 1 capital of the bank of any shortfall in capital adequacy of a subsidiary for which capital adequacy norms are specified; and
|
|
·
|
consolidated capital market exposure limit of 40.0% of consolidated net worth with a direct investment limit of 20.0% of consolidated net worth.
|
|
·
|
identification of financial conglomerates that would be subjected to focused regulatory oversight;
|
|
·
|
monitoring intra-group transactions and exposures and large exposures of the group to outside counter parties;
|
|
·
|
identifying a designated entity within each group that would collate data in respect of all other group entities and furnish the same to its regulator; and
|
|
·
|
formalizing a mechanism for inter-regulatory exchange of information.
|
|
·
|
The Recovery of Debts Due to Banks and Financial Institutions Act, 1993 provides for establishment of Debt Recovery Tribunals for expeditious adjudication and recovery of debts due to any bank or Public Financial Institution or to a consortium of banks and Public Financial Institutions. Under this Act, the procedures for recoveries of debt have been simplified and time frames have been fixed for speedy disposal of cases. Upon establishment of the Debt Recovery Tribunal, no court or other authority can exercise jurisdiction in relation to matters covered by this Act, except the higher courts in India in certain circumstances.
|
|
·
|
The Sick Industrial Companies Act, 1985, (“SICA”), provides for referral of sick industrial companies to the Board for Industrial and Financial Reconstruction. Under the Act, other than the board of directors of a company, a scheduled bank (where it has an interest in the sick industrial company by any financial assistance or obligation, rendered by it or undertaken by it) may refer the company to the Board of Industrial and Financial Reconstruction (“BIFR”). The SICA has been repealed by the Sick Industrial Companies (Special Provisions) Repeal Act, 2004 (“SICA Repeal Act”). However, the SICA Repeal Act, which is due to come into force on a date to be notified by the central Government in the official gazette, has not yet been notified. On the repeal becoming effective, the provisions of the Companies Act will apply in relation to “sick” companies, under which the reference must be made to the National Company Law Tribunal, in place of the BIFR.
|
|
·
|
The SARFAESI Act focuses on improving the rights of banks and financial institutions and other specified secured creditors as well as asset reconstruction companies by providing that such
|
|
secured creditors can take over management control of a borrower company upon default and/or sell assets without the intervention of courts, in accordance with the provisions of the SARFAESI Act.
|
|
·
|
We are allowed a deduction of up to 20% of the profits derived from the business of providing long-term finance (defined as loans and advances extended for a period of not less than five years) computed in the manner specified under the Indian Income-tax Act and carried to a Special Reserve account. The deduction is allowed subject to the aggregate of the amounts transferred to the Special Reserve Account for this purpose from time to time not exceeding twice our paid-up share capital and general reserves. The amount withdrawn from such a Special Reserve Account would be chargeable to income tax in the year of withdrawal, in accordance with the provisions of the Income-tax Act. As per guidelines issued by the Reserve Bank of India in December 2013, banks have to create deferred tax liability on the special reserve on a prudent basis. The deferred tax liability up to March 31, 2013 was permitted to be directly adjusted through reserves and from fiscal year ended March 31, 2014 onwards to be charged through the profit and loss account.
|
|
·
|
the shares are purchased on a recognized stock exchange;
|
|
·
|
the Indian company has issued ADSs;
|
|
·
|
the shares are purchased with the permission of the custodian of ADSs of the concerned Indian company and are deposited with the custodian;
|
|
·
|
the number of shares so purchased shall not exceed the number of ADSs converted into underlying shares and shall be subject to sectoral caps as applicable; and
|
|
·
|
the non-resident investor, broker, custodian and the overseas depositary comply with the provisions of the Scheme for Issue of Foreign Currency Convertible Bonds and Ordinary Shares (through Depositary Receipt Mechanism) Scheme, 1993 and the guidelines issued there under by the government of India from time to time.
|
|
·
|
deposits or certificates of deposit or other products offered by banks who have been rated by Standard and Poor’s Ratings Service/Fitch, IBCA or by Moody’s Investors Service; and such rating not being less than the applicable rating stipulated by the Reserve Bank of India from time to time for the purpose.
|
|
·
|
deposits with an overseas branch of an authorized dealer in India; and
|
|
·
|
treasury bills and other monetary instruments with a maturity or unexpired maturity of one-year or less.
|
|
·
|
Foreign investors may own up to 74.0% (including by foreign institutional investors) of our equity share capital subject to conformity with guidelines issued by the Reserve Bank of India from time to time. The limit under the automatic route is 49.0% and does not require specific approval of the Foreign Investment Promotion Board. The limit under the approval route is beyond 49.0% and up to 74%. It includes investments by way of foreign direct investment, ADSs, Global Depositary Receipts and investment under the Portfolio Investment Scheme by foreign institutional investors and also non-resident Indians, and also includes shares acquired by subscription to private placements and public offerings and acquisition of shares from existing shareholders. At all times, at least 26.0% of the paid-up equity capital would have to be held by residents, except in regard to a wholly owned subsidiary of a foreign bank. The Reserve Bank of India released its roadmap for foreign banks in India. The roadmap was divided into two phases. During the first phase, between March 2005 and March 2009, foreign banks were allowed to acquire a controlling stake in a phased manner only in private sector banks that are identified by the Reserve Bank of India for restructuring. The second phase was scheduled to commence in April 2009 after a review of the experience gained and after due consultation with all the stakeholders in the banking sector. For new and existing foreign banks, it was proposed to go beyond the existing commitment to the World Trade Organization of allowing an increase of 12 branches per year. A more liberal policy was to be followed for under-banked areas. However, in April 2009, in view of the deterioration in the global financial markets, the Reserve Bank of India decided to put on hold the second phase until greater clarity emerged on recovery as well as the reformed global regulatory and supervisory architecture. In January 2011, the Reserve Bank of India released a discussion paper on the Presence of Foreign Banks in India. On November 6, 2013, RBI released the framework for setting up of wholly owned subsidiaries by foreign banks in India.
|
|
·
|
Indian companies can raise foreign currency resources abroad through the issue of ADSs, in accordance with the Scheme for Issue of Foreign Currency Convertible Bonds and Ordinary Shares (through Depository Receipt Mechanism), 1993 (FCCB Scheme) and guidelines issued by the government of India there under from time to time. The policy for External Commercial Borrowings is also applicable to FCCBs. Under the FCCB Scheme, foreign investors may purchase ADSs, subject to the receipt of all necessary government approvals at the time the depositary receipt program is set up. The government of India announced the Issue of Foreign Currency Exchangeable Bonds Scheme, 2008 on February 15, 2008 and the policy was implemented through a Reserve Bank of India circular dated September 23, 2008 to facilitate the issue of bonds expressed in a foreign currency exchangeable into equity shares of another group company.
|
|
·
|
Under the portfolio investment scheme, foreign institutional investors, subject to registration with the Securities and Exchange Board of India, may hold in aggregate up to 24.0% of paid-up equity capital, and this limit may be raised to the sectoral cap/statutory ceiling of 49.0%, subject to the approval of the board of directors followed by the general body of the company passing a special resolution to that effect, provided that no single foreign institutional investor may own more than 10.0% of total paid-up equity capital on behalf of itself or its sub-accounts. The shareholding of an individual non-resident Indian is restricted to 5.0% of our total paid-up equity capital both on repatriation and non-repatriation basis. This
|
|
limit may be raised to 24.0% of the total paid-up capital both on repatriation and non-repatriation basis provided the banking company passes a special resolution at a general meeting of the shareholders of the company. Foreign institutional investors registered with the Securities and Exchange Board of India shall restrict the allocation of their total investment between equities and debt in the Indian capital market in a 70:30 ratio.
|
|
·
|
A person residing outside India (other than a non-resident Indian and overseas corporate bodies) may transfer by way of sale or gift the shares or convertible debentures to any person residing outside India (including a non-resident Indian), subject to the requirement that the transferee obtain prior permission of the Secretarial for Industrial Assistance/Foreign Investment Promotion Board to acquire the shares if he has previous venture or tie-up in India through investment/technical collaboration/trade mark agreement in the same field in which the Indian company, whose shares are being transferred, is engaged. This restriction is, however, not applicable to the transfer of shares to international financial institutions such as The Asian Development Bank, International Financial Corporation, Commonwealth Development Corporation, Deutsche Entwicklungs Gescelschaft and transfer of shares to an Indian company engaged in information technology sector.
|
|
·
|
The Reserve Bank of India guidelines relating to acquisition by purchase or otherwise of equity shares of a private sector bank, if such acquisition results in any person owning or controlling 5.0% or more of the paid-up capital of the bank, are also applicable to non-resident investors investing in our shares. For more details on the Reserve Bank of India guidelines relating to acquisition by purchase or otherwise of shares of a private bank, see “Supervision and Regulation— Ownership Restrictions”.
|
Dividend per equity share
|
Total amount of dividends paid
|
|||||||
Dividend paid during the fiscal year
|
(Rs. in billions)
|
|||||||
2010
|
11.00 | 12.3 | ||||||
2011
|
12.00 | 13.4 | ||||||
2012
|
14.00 | 16.1 | ||||||
2013
|
16.50 | 19.0 | ||||||
2014
|
20.00 | 23.1 |
|
·
|
insurance companies;
|
|
·
|
tax-exempt entities;
|
|
·
|
certain dealers and traders in securities who use a mark-to-market method of tax accounting;
|
|
·
|
certain financial institutions;
|
|
·
|
persons who own ADSs or equity shares as part of an integrated investment (including a straddle or conversion transaction) comprised of ADS or equity shares, and one or more other positions for U.S. federal income tax purposes;
|
|
·
|
persons whose functional currency is not the U.S. dollar;
|
|
·
|
persons who acquired or received ADSs or equity shares pursuant to the exercise of any employee stock option or otherwise as compensation;
|
|
·
|
persons holding ADSs or equity shares in connection with a trade or business conducted outside of the United States;
|
|
·
|
persons who own, directly, indirectly or constructively, 10.0% or more of our voting stock; or
|
|
·
|
partnerships or other entities classified as partnerships for U.S. federal income tax purposes.
|
|
·
|
a citizen or individual resident of the United States;
|
|
·
|
a corporation, or other entity taxable as a corporation, created or organized under the laws of the United States, any state therein or the District of Columbia; or
|
|
·
|
an estate or trust the income of which is subject to U.S. federal income taxation regardless of its source.
|
|
·
|
Article 140 of the Articles of Association provides that no director of ICICI Bank shall, as a director, take any part in the discussion of or vote on any contract or arrangement if such director is directly or indirectly concerned or interested in such contract or arrangement.
|
|
·
|
Directors have no powers to vote in absence of a quorum.
|
|
·
|
Article 83 of the Articles of Association provides that the directors may by a resolution passed at a meeting of the Board of Directors borrow moneys and raise and secure the payment of amounts in a manner and upon such terms and conditions in all respects as they think fit and in particular by the issue of bonds, debenture stock, or any mortgage or charge or other security on the undertaking or the whole or any part of the property of ICICI Bank (both present and future) including our uncalled capital.
|
Exhibit No.
|
Description of Document
|
|
1.1
|
ICICI Bank Memorandum of Association, as amended.
|
|
2.1
|
Deposit Agreement among ICICI Bank, Deutsche Bank and the holders from time to time of American Depositary Receipts issued thereunder (including as an exhibit, the form of American Depositary Receipt) (incorporated herein by reference to ICICI Bank’s Registration Statement on Form F-1 (File No. 333-30132)).
|
|
2.2
|
Letter Agreements dated February 19, 2002 and April 1, 2002 (incorporated herein by reference to ICICI Bank’s Annual Report on Form 20-F for the year ended March 31, 2002 filed on September 30, 2002) and Letter Agreement dated March 8, 2005 (incorporated by reference to ICICI Bank’s Registration Statement on Form F-3 (File No. 333-121664) amending and supplementing the Deposit Agreement.
|
|
2.3
|
Letter Agreement dated November 4, 2011 amending and supplementing the Deposit Agreement (incorporated by reference to ICICI Bank’s Annual Report on Form 20-F for fiscal 2012 filed on July 31, 2012).
|
|
2.4
|
ICICI Bank’s Specimen Certificate for Equity Shares.
|
|
4.1
|
ICICI Bank’s Employee Stock Option Plan, as amended (incorporated by reference to ICICI Bank’s Annual Report on Form 20-F for fiscal 2013 filed on July 31, 2013).
|
|
8.1
|
List of Subsidiaries (included under “Business—Subsidiaries, Associates and Joint Ventures” herein).
|
|
11.1
|
Code of Business Conduct and Ethics, as amended.
|
|
12.1
|
Certification of the Managing Director and Chief Executive Officer of the Company pursuant to Section 302 of the Sarbanes-Oxley Act.
|
|
12.2
|
Certification of the Chief Financial Officer of the Company pursuant to Section 302 of the Sarbanes-Oxley Act.
|
|
13
|
Certification of periodic financial report pursuant to 18 U.S.C. Section 1350, as mandated by Section 906 of the Sarbanes-Oxley Act.
|
For ICICI BANK LIMITED
|
|||
By:
|
/s/ Rakesh Jha
|
||
Name:
|
Mr. Rakesh Jha
|
||
Title:
|
Chief Financial Officer
|
ICICI Bank Limited and subsidiaries
Consolidated Financial Statements
For the year ended March 31, 2013
and March 31, 2014 together
with Auditors’ Report
|
Contents
|
Page
|
At
|
||||||||||||
Schedule
|
March 31,
2014
|
March 31,
2013
|
||||||||||
CAPITAL AND LIABILITIES
|
||||||||||||
Capital
|
1 | 11,550,446 | 11,536,362 | |||||||||
Employees stock options outstanding
|
65,744 | 44,835 | ||||||||||
Reserves and surplus
|
2 | 752,682,333 | 676,042,933 | |||||||||
Minority interest
|
2A | 20,107,641 | 17,057,595 | |||||||||
Deposits
|
3 | 3,595,126,823 | 3,147,705,357 | |||||||||
Borrowings
|
4 | 1,835,420,690 | 1,728,882,194 | |||||||||
Liabilities on policies in force
|
749,265,060 | 689,105,371 | ||||||||||
Other liabilities and provisions
|
5 | 511,038,033 | 477,842,496 | |||||||||
TOTAL CAPITAL AND LIABILITIES
|
7,475,256,770 | 6,748,217,143 | ||||||||||
ASSETS
|
||||||||||||
Cash and balances with Reserve Bank of India
|
6 | 220,969,309 | 193,062,020 | |||||||||
Balances with banks and money at call and short notice
|
7 | 261,612,955 | 300,646,550 | |||||||||
Investments
|
8 | 2,676,094,407 | 2,556,666,786 | |||||||||
Advances
|
9 | 3,873,417,806 | 3,299,741,265 | |||||||||
Fixed assets
|
10 | 55,068,300 | 54,734,587 | |||||||||
Other assets
|
11 | 388,093,993 | 343,365,935 | |||||||||
TOTAL ASSETS
|
7,475,256,770 | 6,748,217,143 | ||||||||||
Contingent liabilities
|
12 | 9,141,257,961 | 9,139,712,204 | |||||||||
Bills for collection
|
136,798,982 | 124,534,781 | ||||||||||
Significant accounting policies and notes to accounts
|
17 & 18
|
|||||||||||
Year ended
|
||||||||||||||||
Schedule
|
March 31,
2014
|
March 31,
2013
|
March 31,
2012
|
|||||||||||||
I. INCOME
|
||||||||||||||||
Interest earned
|
13 | 494,792,476 | 448,845,894 | 379,948,587 | ||||||||||||
Other income
|
14 | 300,846,072 | 293,198,074 | 286,634,177 | ||||||||||||
TOTAL INCOME
|
795,638,548 | 742,043,968 | 666,582,764 | |||||||||||||
II. EXPENDITURE
|
||||||||||||||||
Interest expended
|
15 | 297,106,119 | 282,854,093 | 250,132,455 | ||||||||||||
Operating expenses
|
16 | 306,663,585 | 302,070,495 | 295,520,458 | ||||||||||||
Provisions and contingencies (refer note 18.7)
|
75,097,674 | 55,820,531 | 41,553,508 | |||||||||||||
TOTAL EXPENDITURE
|
678,867,378 | 640,745,119 | 587,206,421 | |||||||||||||
III. PROFIT/(LOSS)
|
||||||||||||||||
Net profit for the year
|
116,771,170 | 101,298,849 | 79,376,343 | |||||||||||||
Less: Minority interest
|
6,357,506 | 5,262,724 | 2,946,988 | |||||||||||||
Net profit after minority interest
|
110,413,664 | 96,036,125 | 76,429,355 | |||||||||||||
Profit/(loss) brought forward
|
103,294,625 | 68,048,685 | 40,077,613 | |||||||||||||
TOTAL PROFIT/(LOSS)
|
213,708,289 | 164,084,810 | 116,506,968 | |||||||||||||
IV. APPROPRIATIONS/TRANSFERS
|
||||||||||||||||
Transfer to Statutory Reserve
|
24,530,000 | 20,820,000 | 16,170,000 | |||||||||||||
Transfer to Reserve Fund
|
46,146 | 27,775 | 10,665 | |||||||||||||
Transfer to Capital Reserve
|
760,000 | 330,000 | 380,000 | |||||||||||||
Transfer to/(from) Investment Reserve Account
|
1,270,000 | -- | -- | |||||||||||||
Transfer to Special Reserve
|
9,446,000 | 8,041,000 | 7,020,000 | |||||||||||||
Transfer to Revenue and other reserves
|
1,992,076 | 4,556,213 | 1,877,920 | |||||||||||||
Dividend (including corporate dividend tax) for the previous year paid during the year
|
(539,685 | ) | 2,491 | 4,284 | ||||||||||||
Proposed equity share dividend
|
26,562,812 | 23,072,271 | 19,020,400 | |||||||||||||
Proposed preference share dividend
|
35 | 35 | 35 | |||||||||||||
Corporate dividend tax
|
4,165,357 | 3,940,400 | 3,257,185 | |||||||||||||
Balance carried over to balance sheet
|
145,475,548 | 103,294,625 | 68,766,479 | |||||||||||||
TOTAL
|
213,708,289 | 164,084,810 | 116,506,968 | |||||||||||||
Significant accounting policies and notes to accounts
|
17 & 18
|
|||||||||||||||
Earnings per share (refer note 18.1)
|
||||||||||||||||
Basic (Rs.)
|
95.65 | 83.29 | 66.33 | |||||||||||||
Diluted (Rs.)
|
95.14 | 82.84 | 66.06 | |||||||||||||
Face value per share (Rs.)
|
10.00 | 10.00 | 10.00 | |||||||||||||
Particulars
|
Year ended
|
||||||||||||
March 31,
2014
|
March 31,
2013
|
March 31,
2012
|
|||||||||||
Cash flow from operating activities
|
|||||||||||||
Profit before taxes
|
156,508,688 | 130,904,932 | 103,919,499 | ||||||||||
Adjustments for:
|
|||||||||||||
Depreciation and amortization
|
8,418,401 | 7,309,535 | 7,546,097 | ||||||||||
Net (appreciation)/depreciation on investments
|
(704,719 | ) | 4,964,954 | 7,773,019 | |||||||||
Provision in respect of non-performing and other assets
|
24,818,320 | 15,513,824 | 10,510,044 | ||||||||||
Prudential provision on standard assets
|
1,591,953 | 1,349,872 | 279,057 | ||||||||||
Provision for contingencies & others
|
963,597 | 2,370,283 | 2,100,543 | ||||||||||
(Profit)/loss on sale of fixed assets
|
(1,352,001 | ) | (339,276 | ) | 37,180 | ||||||||
Employee stock option grants
|
120,371 | 98,647 | 93,240 | ||||||||||
(i) | 190,364,610 | 162,172,771 | 132,258,679 | ||||||||||
Adjustments for:
|
|||||||||||||
(Increase)/decrease in investments
|
49,187,517 | 53,888,779 | (126,076,483 | ) | |||||||||
(Increase)/decrease in advances
|
(573,005,899 | ) | (394,857,560 | ) | (335,829,069 | ) | |||||||
Increase/(decrease) in deposits
|
447,421,466 | 328,200,621 | 228,444,687 | ||||||||||
(Increase)/decrease in other assets
|
(58,988,442 | ) | 19,276,308 | (24,703,198 | ) | ||||||||
Increase/(decrease) in other liabilities and provisions
|
58,968,410 | 43,960,881 | 83,850,256 | ||||||||||
|
(ii) | (76,416,948 | ) | 50,469,029 | (174,313,807 | ) | |||||||
Refund/(payment) of direct taxes
|
(iii) | (46,299,744 | ) | (37,702,018 | ) | (26,082,984 | ) | ||||||
Net cash flow from/(used in) operating activities((i)+(ii)+(iii) (A)
|
67,647,918 | 174,939,782 | (68,138,112 | ) | |||||||||
Cash flow from investing activities
|
|||||||||||||
Purchase of fixed assets
|
(8,373,656 | ) | (6,249,292 | ) | (6,054,398 | ) | |||||||
Proceeds from sale of fixed assets
|
2,051,182 | 700,038 | 180,758 | ||||||||||
(Purchase)/sale of held to maturity securities
|
(160,353,177 | ) | (185,928,901 | ) | (206,755,330 | ) | |||||||
Net cash used in investing activities
|
(B) | (166,675,651 | ) | (191,478,155 | ) | (212,628,970 | ) | ||||||
Cash flow from financing activities
|
|||||||||||||
Proceeds from issue of share capital (including ESOPs)
|
761,818 | 447,515 | 591,128 | ||||||||||
Net proceeds/(repayment) of borrowings
|
105,001,542 | 114,579,019 | 312,815,320 | ||||||||||
Dividend and dividend tax paid
|
(27,040,480 | ) | (22,194,629 | ) | (19,013,434 | ) | |||||||
Net cash generated from financing activities
|
(C) | 78,722,880 | 92,831,905 | 294,393,014 | |||||||||
Effect of exchange fluctuation on translation reserve
|
(D) | 9,178,547 | 5,852,155 | 4,084,332 | |||||||||
Particulars
|
Year ended
|
|||||||||||
March 31,
2014
|
March 31,
2013
|
March 31,
2012
|
||||||||||
Net increase/(decrease) in cash and cash equivalents (A) + (B) + (C) + (D)
|
(11,126,306 | ) | 82,145,687 | 17,710,264 | ||||||||
Cash and cash equivalents as the beginning of the year
|
493,708,570 | 411,562,883 | 393,852,619 | |||||||||
Cash and cash equivalents as at the end of the year
|
482,582,264 | 493,708,570 | 411,562,883 | |||||||||
At
|
||||||||
March 31, 2014
|
March 31, 2013
|
|||||||
Authorized capital
|
||||||||
1,275,000,000 equity shares of Rs. 10 each (March 31, 2013: 1,275,000,000 equity shares of Rs. 10 each)
|
12,750,000 | 12,750,000 | ||||||
15,000,000 shares of Rs. 100 each (March 31, 2013: 15,000,000 shares of Rs. 100 each)1
|
1,500,000 | 1,500,000 | ||||||
350 preference shares of Rs. 10 million each (March 31, 2013: 350 preference shares of Rs. 10 million each)2
|
3,500,000 | 3,500,000 | ||||||
Equity share capital
Issued, subscribed and paid-up capital
|
||||||||
1,153,581,715 equity shares of Rs. 10 each (March 31, 2013: 1,152,714,442 equity shares )
|
11,535,817 | 11,527,144 | ||||||
Add: 1,405,540 equity shares of Rs. 10 each fully paid up (March 31, 2013: 867,273 equity shares) issued pursuant to exercise of employee stock options
|
14,055 | 8,673 | ||||||
Less: 154,486 equity shares of Rs. 10 each forfeited (March 31, 2013: Nil)
|
1,545 | -- | ||||||
11,548,327 | 11,535,817 | |||||||
Less:Calls unpaid
|
-- | (225 | ) | |||||
Add:266,089 equity shares of Rs. 10 each forfeited (March 31, 2013: 111,603 equity shares)
|
2,119 | 770 | ||||||
TOTAL CAPITAL
|
11,550,446 | 11,536,362 | ||||||
1.
|
These shares will be of such class and with such rights, privileges, conditions or restrictions as may be determined by the Bank in accordance with the Articles of Association of the Bank and subject to the legislative provisions in force for the time being in that behalf.
|
2.
|
Pursuant to RBI circular the issued and paid–up preference shares are grouped under Schedule 4-“Borrowings”.
|
At
|
||||||||
March 31, 2014
|
March 31, 2013
|
|||||||
I. Statutory reserve
|
||||||||
Opening balance
|
110,736,519 | 89,916,519 | ||||||
Additions during the year
|
24,530,000 | 20,820,000 | ||||||
Deductions during the year
|
-- | -- | ||||||
Closing balance
|
135,266,519 | 110,736,519 | ||||||
II. Special reserve
|
||||||||
Opening balance
|
48,612,700 | 40,571,700 | ||||||
Additions during the year
|
9,446,000 | 8,041,000 | ||||||
Deductions during the year
|
-- | -- | ||||||
Closing balance
|
58,058,700 | 48,612,700 | ||||||
III. Securities premium
|
||||||||
Opening balance
|
314,492,354 | 313,975,852 | ||||||
Additions during the year1
|
1,045,396 | 516,502 | ||||||
Deductions during the year
|
-- | -- | ||||||
Closing balance
|
315,537,750 | 314,492,354 | ||||||
IV. Investment reserve account
|
||||||||
Opening balance
|
-- | -- | ||||||
Additions during the year
|
1,270,000 | -- | ||||||
Deductions during the year
|
-- | -- | ||||||
Closing balance
|
1,270,000 | -- | ||||||
V. Unrealized investment reserve2
|
||||||||
Opening balance
|
36,240 | 85,451 | ||||||
Additions during the year
|
86,956 | 12,400 | ||||||
Deductions during the year
|
89,096 | 61,611 | ||||||
Closing balance
|
34,100 | 36,240 | ||||||
VI. Capital reserve
|
||||||||
Opening balance
|
22,417,857 | 22,087,857 | ||||||
Additions during the year3
|
760,000 | 330,000 | ||||||
Deductions during the year
|
1,466 | -- | ||||||
Closing balance4
|
23,176,391 | 22,417,857 | ||||||
VII. Foreign currency translation reserve
|
||||||||
Opening balance
|
16,254,689 | 10,402,534 | ||||||
Additions during the year
|
11,400,999 | 5,852,155 | ||||||
Deductions during the year5
|
2,222,453 | -- | ||||||
Closing balance
|
25,433,235 | 16,254,689 | ||||||
At
|
||||||||
VIII. Reserve fund
|
March 31, 2014
|
March 31, 2013
|
||||||
Opening balance
|
49,719 | 21,944 | ||||||
Additions during the year6
|
46,146 | 27,775 | ||||||
Deductions during the year
|
-- | -- | ||||||
Closing balance
|
95,865 | 49,719 | ||||||
IX. Revenue and other reserves
|
||||||||
Opening balance
|
60,148,230 | 56,102,881 | ||||||
Additions during the year
|
2,705,653 | 6,166,874 | ||||||
Deductions during the year7
|
14,519,658 | 2,121,525 | ||||||
Closing balance8,9
|
48,334,225 | 60,148,230 | ||||||
X. Balance in profit and loss account
|
145,475,548 | 103,294,625 | ||||||
TOTAL RESERVES AND SURPLUS
|
752,682,333 | 676,042,933 | ||||||
|
1.
|
Includes Rs. 731.7 million (March 31, 2013: Rs. 435.1 million) on exercise of employee stock options.
|
|
2.
|
Represents unrealised profit/(loss) pertaining to the investments of venture capital funds.
|
|
3.
|
Includes appropriations made by the Bank for profit on sale of investments in held-to-maturity category, net of taxes and transfer to Statutory Reserve and profit on sale of land and buildings, net of taxes and transfer to Statutory Reserve.
|
|
4.
|
Includes capital reserve on consolidation amounting to Rs. 80.7 million (March 31, 2013: Rs. 82.2 million).
|
|
5.
|
Represents exchange profit on repatriation of retained earnings from overseas branches.
|
|
6.
|
Includes appropriations made to Reserve Fund and Investment Fund Account in accordance with regulations applicable to Sri Lanka branch.
|
|
7.
|
Includes amount utilized for creation of deferred tax liability of ICICI Bank on balance in Special Reserve at March 31, 2013 in accordance with RBI circular dated December 20,2013.
|
8.
|
Includes unrealised profit/(loss), net of tax, of Rs. (550.6) million (March 31, 2013: Rs. (882.9) million) pertaining to the investments in the available for sale category of ICICI Bank UK PLC.
|
9.
|
Includes restricted reserve of Rs. 1,489.7 million (March 31, 2013: Rs. 2,453.0 million) primarily relating to lapsed contracts of the life insurance subsidiary.
|
At
|
||||||||
March 31, 2014
|
March 31, 2013
|
|||||||
Opening minority interest
|
17,057,595 | 14,277,247 | ||||||
Increase/(decrease) during the year
|
3,050,046 | 2,780,348 | ||||||
CLOSING MINORITY INTEREST
|
20,107,641 | 17,057,595 | ||||||
At
|
||||||||
March 31, 2014
|
March 31, 2013
|
|||||||
A. I. Demand deposits
|
||||||||
i) From banks
|
25,111,999 | 20,192,733 | ||||||
ii) From others
|
418,534,442 | 359,512,610 | ||||||
II. Savings bank deposits
|
1,078,310,338 | 921,659,854 | ||||||
III. Term deposits
|
||||||||
i) From banks
|
102,299,809 | 117,888,455 | ||||||
ii) From others
|
1,970,870,235 | 1,728,451,705 | ||||||
TOTAL DEPOSITS
|
3,595,126,823 | 3,147,705,357 | ||||||
B. I. Deposits of branches in India
|
3,154,088,437 | 2,743,209,597 | ||||||
II. Deposits of branches/subsidiaries outside India
|
441,038,386 | 404,495,760 | ||||||
TOTAL DEPOSITS
|
3,595,126,823 | 3,147,705,357 | ||||||
At
|
|||||||||||
March 31, 2014
|
March 31, 2013
|
||||||||||
I. | Borrowings In India | ||||||||||
i) Reserve Bank of India | 111,388,500 | 171,688,500 | |||||||||
ii) Other banks | 29,736,455 | 55,276,764 | |||||||||
iii) Other institutions and agencies | |||||||||||
a) Government of India
|
-- | -- | |||||||||
b) Financial institutions
|
113,976,226 | 96,037,351 | |||||||||
iv) Borrowings in the form of | |||||||||||
a) Deposits
|
3,382,761 | 3,815,378 | |||||||||
b) Commercial paper
|
10,324,543 | 6,093,554 | |||||||||
c) Bonds and debentures (excluding subordinated debt)
|
37,217,701 | 39,645,665 | |||||||||
v) Application money-bonds | -- | -- | |||||||||
vi) Capital instruments | |||||||||||
a) Innovative Perpetual Debt Instruments (IPDI) (qualifying as Tier 1 capital)
|
13,010,000 | 13,010,000 | |||||||||
b) Hybrid debt capital instruments issued as bonds/debentures (qualifying as upper Tier 2 capital)
|
98,166,998 | 98,174,210 | |||||||||
c) Redeemable Non-Cumulative Preference Shares (RNCPS) (350 RNCPS of Rs. 10 million each issued to preference share holders of erstwhile ICICI Limited on amalgamation, redeemable at par on April 20, 2018)
|
3,500,000 | 3,500,000 | |||||||||
d) Unsecured redeemable debentures/bonds (subordinated debt included in Tier 2 capital)
|
222,079,732 | 223,261,041 | |||||||||
TOTAL BORROWINGS IN INDIA
|
642,782,916 | 710,502,463 | |||||||||
II. | Borrowings outside India | ||||||||||
i) Capital instruments | |||||||||||
a) Innovative Perpetual Debt Instruments (IPDI) (qualifying as Tier 1 capital)
|
20,336,164 | 18,413,008 | |||||||||
b) Hybrid debt capital instruments issued as bonds/debentures (qualifying as upper Tier 2 capital)
|
58,918,180 | 53,348,947 | |||||||||
c) Unsecured redeemable debentures/bonds (subordinated debt included in Tier 2 capital)
|
8,939,380 | 12,224,275 | |||||||||
ii) Bonds and notes | 394,138,872 | 315,107,768 | |||||||||
iii) Other borrowings1 | 710,305,178 | 619,285,733 | |||||||||
TOTAL BORROWINGS OUTSIDE INDIA
|
1,192,637,774 | 1,018,379,731 | |||||||||
TOTAL BORROWINGS | 1,835,420,690 | 1,728,882,194 | |||||||||
1.
|
Includes borrowings guaranteed by Government of India for the equivalent of Rs. 16,353.2 million (March 31, 2013: Rs. 15,815.0 million).
|
2.
|
Secured borrowings in I and II above amount to Rs.115,542.2 million (March 31, 2013: Rs. 106,283.5 million) except borrowings under Collateralised Borrowing and Lending Obligation, market repurchase transactions with banks and financial institutions and transactions under Liquidity Adjustment Facility.
|
At
|
|||||||||
March 31, 2014
|
March 31, 2013
|
||||||||
I. |
Bills payable
|
52,159,029 | 43,210,852 | ||||||
II.
|
Inter-office adjustments (net)
|
-- | 1,347,187 | ||||||
III
|
Interest accrued
|
41,744,784 | 32,556,410 | ||||||
IV
|
Sundry creditors
|
150,222,220 | 164,667,776 | ||||||
V. |
Provision for standard assets
|
21,443,762 | 19,095,238 | ||||||
VI
|
Others1
|
245,468,238 | 216,965,033 | ||||||
TOTAL OTHER LIABILITIES AND PROVISIONS
|
511,038,033 | 477,842,496 | |||||||
|
a) Proposed dividend amounting to Rs. 26,562.8 million (March 31, 2013: Rs. 23,072.3 million).
|
|
b) Corporate dividend tax payable amounting to Rs. 3,057.0 million (March 31, 2013: Rs. 3,308.7 million).
|
At
|
||||||||
March 31, 2014
|
March 31, 2013
|
|||||||
I.Cash in hand (including foreign currency notes)
|
54,574,229 | 49,292,687 | ||||||
II.Balances with Reserve Bank of India in current accounts
|
166,395,080 | 143,769,333 | ||||||
TOTAL CASH AND BALANCES WITH RESERVE BANK OF INDIA
|
220,969,309 | 193,062,020 | ||||||
At
|
||||||||
March 31, 2014
|
March 31, 2013
|
|||||||
I. In India
|
||||||||
i) Balances with banks
|
||||||||
a) in current accounts
|
5,042,179 | 4,294,956 | ||||||
b) in other deposit accounts
|
17,778,091 | 63,975,193 | ||||||
ii) Money at call and short notice
|
||||||||
a) with banks
|
4,793,200 | 53,000,000 | ||||||
b) with other institutions
|
4,668,011 | 1,944,203 | ||||||
TOTAL
|
32,281,481 | 123,214,352 | ||||||
II. Outside India
|
||||||||
i) in current accounts
|
92,533,334 | 55,358,220 | ||||||
ii) in other deposit accounts
|
44,572,426 | 87,295,053 | ||||||
iii) Money at call and short notice
|
92,225,714 | 34,778,925 | ||||||
TOTAL
|
229,331,474 | 177,432,198 | ||||||
TOTAL BALANCES WITH BANKS AND MONEY AT CALL AND SHORT NOTICE
|
261,612,955 | 300,646,550 | ||||||
At
|
||||||||
March 31, 2014
|
March 31, 2013
|
|||||||
I. Investments in India (net of provisions)
|
||||||||
i) Government securities
|
1,147,471,623 | 1,097,604,436 | ||||||
ii) Other approved securities
|
-- | -- | ||||||
iii) Shares (includes equity and preference shares) 1
|
55,717,884 | 51,197,259 | ||||||
iv) Debentures and bonds
|
226,406,803 | 264,433,133 | ||||||
v) Assets held to cover linked liabilities of life insurance business
|
603,104,321 | 575,208,274 | ||||||
vi) Others (commercial paper, mutual fund units, pass through certificates, security receipts, certificate of deposits, Rural Infrastructure Development Fund deposits and other related investments)
|
573,456,669 | 472,423,718 | ||||||
TOTAL INVESTMENTS IN INDIA
|
2,606,157,300 | 2,460,866,820 | ||||||
II. Investments outside India (net of provisions)
|
||||||||
i) Government securities
|
42,362,035 | 48,086,185 | ||||||
ii) Others (equity shares, bonds and certificate of deposits)
|
27,575,072 | 47,713,781 | ||||||
TOTAL INVESTMENTS OUTSIDE INDIA
|
69,937,107 | 95,799,966 | ||||||
TOTAL INVESTMENTS
|
2,676,094,407 | 2,556,666,786 | ||||||
III. Investments in India
|
||||||||
Gross value of investments2
|
2,621,061,870 | 2,485,525,836 | ||||||
Less: Aggregate of provision/depreciation/(appreciation)
|
14,904,570 | 24,659,016 | ||||||
|
||||||||
Net investments
|
2,606,157,300 | 2,460,866,820 | ||||||
IV. Investments outside India
|
||||||||
Gross value of investments
|
70,663,959 | 95,528,312 | ||||||
Less: Aggregate of provision/depreciation/(appreciation)
|
726,852 | (271,654 | ) | |||||
|
||||||||
Net investments
|
69,937,107 | 95,799,966 | ||||||
TOTAL INVESTMENTS
|
2,676,094,407 | 2,556,666,786 | ||||||
1.
|
Includes acquisition cost of investment in associates amounting to Rs 1,443.5 million (March 31, 2013: Rs. 1,443.5 million).
|
2.
|
Includes net appreciation amounting to Rs. 68,366.6 million (March 31, 2013: Rs. 39,321.6 million) on investments held to cover linked liabilities of life insurance business.
|
|
(Rs. in thousands)
|
At
|
||||||||
March 31, 2014
|
March 31, 2013
|
|||||||
A. i) Bills purchased and discounted
|
93,042,405 | 69,689,970 | ||||||
ii) Cash credits, overdrafts and loans repayable on demand
|
556,270,075 | 455,660,112 | ||||||
iii) Term loans
|
3,224,105,326 | 2,774,391,183 | ||||||
TOTAL ADVANCES
|
3,873,417,806 | 3,299,741,265 | ||||||
B. i) Secured by tangible assets (includes advances against book debts)
|
3,215,667,074 | 2,777,704,336 | ||||||
ii) Covered by bank/government guarantees
|
41,650,261 | 22,221,201 | ||||||
iii) Unsecured
|
616,100,471 | 499,815,728 | ||||||
TOTAL ADVANCES
|
3,873,417,806 | 3,299,741,265 | ||||||
C. I. Advances in India
|
||||||||
i) Priority sector
|
645,514,532 | 593,479,333 | ||||||
ii) Public sector
|
27,754,783 | 13,438,496 | ||||||
iii) Banks
|
287,641 | 187,857 | ||||||
iv) Others
|
1,872,438,122 | 1,613,882,876 | ||||||
TOTAL ADVANCES IN INDIA
|
2,545,995,078 | 2,220,988,562 | ||||||
II. Advances outside India
|
||||||||
i) Due from banks
|
10,859,099 | 17,492,429 | ||||||
ii) Due from others
|
||||||||
a) Bills purchased and discounted
|
37,002,621 | 21,068,811 | ||||||
b) Syndicated and term loans
|
974,022,428 | 885,757,203 | ||||||
c) Others
|
305,538,580 | 154,434,260 | ||||||
TOTAL ADVANCES OUTSIDE INDIA
|
1,327,422,728 | 1,078,752,703 | ||||||
TOTAL ADVANCES
|
3,873,417,806 | 3,299,741,265 | ||||||
At
|
||||||||
March 31, 2014
|
March 31, 2013
|
|||||||
I. Premises
|
||||||||
At cost at March 31 of preceding year
|
47,180,039 | 46,967,168 | ||||||
Additions during the year
|
1,697,914 | 1,710,528 | ||||||
Deductions during the year
|
(948,519 | ) | (1,497,657 | ) | ||||
Depreciation to date1
|
(11,149,408 | ) | (9,896,489 | ) | ||||
Net block2
|
36,780,026 | 37,283,550 | ||||||
II. Other fixed assets (including furniture and fixtures)
|
||||||||
At cost at March 31 of preceding year
|
47,651,424 | 45,135,661 | ||||||
Additions during the year
|
6,357,365 | 5,449,314 | ||||||
Deductions during the year
|
(3,207,297 | ) | (2,933,551 | ) | ||||
Depreciation to date3
|
(34,846,830 | ) | (32,548,701 | ) | ||||
Net block
|
15,954,662 | 15,102,723 | ||||||
III. Assets given on Lease
|
||||||||
At cost at March 31 of preceding year
|
17,509,544 | 17,509,544 | ||||||
Additions during the year
|
-- | -- | ||||||
Deductions during the year
|
(210,000 | ) | -- | |||||
Depreciation to date, accumulated lease adjustment and provisions4
|
(14,965,932 | ) | (15,161,230 | ) | ||||
Net block
|
2,333,612 | 2,348,314 | ||||||
TOTAL FIXED ASSETS
|
55,068,300 | 54,734,587 | ||||||
|
1.
|
Includes depreciation charge amounting to Rs. 1,607.5 million (March 31, 2013: Rs. 1,638.8 million).
|
|
2.
|
Includes assets of Rs. 12.7 million of the Bank (March 31, 2013: Nil) which are held for sale.
|
|
3.
|
Includes depreciation charge amounting to Rs. 5,268.2 million (March 31, 2013: Rs. 4,590.9 million).
|
|
4.
|
Includes depreciation charge/lease adjustment amounting to Rs. 317.0 million (March 31, 2013: Rs. 328.2 million).
|
At
|
||||||||||
March 31, 2014
|
March 31, 2013
|
|||||||||
I. |
Inter-office adjustments (net)
|
1,816,918 | -- | |||||||
II. |
Interest accrued
|
58,486,747 | 55,093,457 | |||||||
III. |
Tax paid in advance/tax deducted at source (net)
|
45,492,908 | 41,873,082 | |||||||
IV. |
Stationery and stamps
|
2,995 | 10,045 | |||||||
V. |
Non-banking assets acquired in satisfaction of claims1
|
850,871 | 576,833 | |||||||
VI. |
Advance for capital assets
|
1,189,102 | 1,358,102 | |||||||
VII. |
Deposits
|
13,352,863 | 12,256,273 | |||||||
VIII. |
Deferred tax asset (net)2
|
9,297,824 | 26,805,959 | |||||||
IX. |
Others3
|
257,603,765 | 205,392,184 | |||||||
TOTAL OTHER ASSETS
|
388,093,993 | 343,365,935 | ||||||||
|
1.
|
Includes certain non-banking assets acquired in satisfaction of claims which are in the process of being transferred in the Bank's name.
|
|
2.
|
At March 31, 2014, net of deferred tax liabilities amounting to Rs. 14,192.3 million created on balance in Special Reserve at March 31, 2013 and Rs. 3,042.6 million on amount transferred to Special Reserve for the year ended March 31, 2014 in accordance with the RBI circular dated December 20, 2013.
|
|
3.
|
Includes goodwill on consolidation amounting to Rs. 1,432.3 million (March 31, 2013: Rs. 1,432.3 million).
|
At
|
||||||||||
March 31, 2014
|
March 31, 2013
|
|||||||||
I. |
Claims against the Group not acknowledged as debts
|
47,940,741 | 53,721,418 | |||||||
II. |
Liability for partly paid investments
|
65,787 | 128,050 | |||||||
III. |
Liability on account of outstanding forward exchange contracts1
|
2,856,365,473 | 2,984,263,552 | |||||||
IV. |
Guarantees given on behalf of constituents
|
|||||||||
a) In India
|
759,742,814 | 718,450,966 | ||||||||
b) Outside India
|
274,562,600 | 235,173,947 | ||||||||
V. |
Acceptances, endorsements and other obligations
|
506,296,301 | 623,110,066 | |||||||
VI. |
Currency swaps1
|
615,713,817 | 563,086,874 | |||||||
VII. |
Interest rate swaps, currency options and interest rate futures1
|
4,040,069,738 | 3,924,345,424 | |||||||
VIII. |
Other items for which the Group is contingently liable
|
40,500,690 | 37,431,907 | |||||||
TOTAL CONTINGENT LIABILITES
|
9,141,257,961 | 9,139,712,204 | ||||||||
1.
|
Represents notional amount.
|
Year ended
|
||||||||||||||
March 31,
2014
|
March 31,
2013
|
March 31,
2012
|
||||||||||||
I. |
Interest/discount on advances/bills
|
337,208,794 | 295,624,597 | 246,201,222 | ||||||||||
II. |
Income on investments
|
142,448,360 | 133,188,599 | 113,762,938 | ||||||||||
III. |
Interest on balances with Reserve Bank of India and other inter-bank funds
|
4,276,997 | 7,566,271 | 7,005,946 | ||||||||||
IV. |
Others 1,2
|
10,858,325 | 12,466,427 | 12,978,481 | ||||||||||
TOTAL INTEREST EARNED
|
494,792,476 | 448,845,894 | 379,948,587 | |||||||||||
1.
|
Includes interest on income tax refunds amounting to Rs. 1,991.6 million (March 31, 2013: Rs. 2,704.0 million, March 31, 2012: Rs. 846.4 million).
|
2.
|
Includes interest and amortisation of premium on non-trading interest rate swaps and foreign currency swaps.
|
Year ended
|
||||||||||||||
March 31,
2014
|
March 31,
2013
|
March 31,
2012
|
||||||||||||
I. |
Commission, exchange and brokerage
|
73,240,952 | 62,767,457 | 63,154,629 | ||||||||||
II. |
Profit/(loss) on sale of investments (net)
|
7,534,232 | 10,291,501 | 6,510,262 | ||||||||||
III. |
Profit/(loss) on revaluation of investments (net)
|
3,637,251 | (1,148,007 | ) | (3,776,816 | ) | ||||||||
IV. |
Profit/(loss) on sale of land, buildings and other assets (net)1
|
1,352,001 | 339,276 | (37,180 | ) | |||||||||
V. |
Profit/(loss) on exchange transactions (net)2
|
20,206,580 | 14,850,316 | 14,174,661 | ||||||||||
VI. |
Premium and other operating income from insurance business
|
193,319,150 | 203,944,026 | 204,877,907 | ||||||||||
VII. |
Miscellaneous income (including lease income)3
|
1,555,906 | 2,153,505 | 1,730,714 | ||||||||||
|
||||||||||||||
TOTAL OTHER INCOME
|
300,846,072 | 293,198,074 | 286,634,177 | |||||||||||
1.
|
Includes profit/(loss) on sale of assets given on lease.
|
2.
|
Includes profit on repatriation of retained earnings from overseas branches.
|
3.
|
Includes share of profit/(loss) from associates of Rs. 43.1 million (March 31, 2013: Rs. 65.4 million).
|
Year ended
|
||||||||||||||
March 31,
2014
|
March 31,
2013
|
March 31,
2012
|
||||||||||||
I. |
Interest on deposits
|
184,190,198 | 175,836,375 | 152,730,907 | ||||||||||
II. |
Interest on Reserve Bank of India/inter-bank borrowings
|
25,068,313 | 23,598,608 | 19,575,112 | ||||||||||
III. |
Others (including interest on borrowings of erstwhile ICICI Limited)
|
87,847,608 | 83,419,110 | 77,826,436 | ||||||||||
TOTAL INTEREST EXPENDED
|
297,106,119 | 282,854,093 | 250,132,455 | |||||||||||
Year ended
|
||||||||||||||
March 31,
2014
|
March 31,
2013
|
March 31,
2012
|
||||||||||||
I. |
Payments to and provisions for employees
|
59,687,936 | 56,290,867 | 51,012,713 | ||||||||||
II. |
Rent, taxes and lighting
|
11,038,531 | 9,975,234 | 9,413,874 | ||||||||||
III. |
Printing and stationery
|
1,778,796 | 1,505,995 | 1,407,335 | ||||||||||
IV. |
Advertisement and publicity
|
5,874,819 | 5,544,774 | 4,264,149 | ||||||||||
V. |
Depreciation on property
|
6,875,673 | 5,926,565 | 6,291,795 | ||||||||||
VI. |
Depreciation (including lease equalization) on leased assets
|
316,981 | 328,220 | 422,579 | ||||||||||
VII. |
Directors' fees, allowances and expenses
|
48,938 | 41,630 | 36,126 | ||||||||||
VIII. |
Auditors' fees and expenses
|
210,218 | 187,266 | 159,975 | ||||||||||
IX. |
Law charges
|
1,229,598 | 1,222,079 | 842,420 | ||||||||||
X. |
Postages, courier, telephones, etc
|
3,690,741 | 3,211,547 | 2,881,332 | ||||||||||
XI. |
Repairs and maintenance
|
8,540,177 | 7,756,885 | 6,705,334 | ||||||||||
XII. |
Insurance
|
2,740,339 | 2,080,482 | 2,131,595 | ||||||||||
XIII. |
Direct marketing agency expenses
|
6,755,921 | 3,992,592 | 2,573,896 | ||||||||||
XIV. |
Claims and benefits paid pertaining to insurance business
|
44,708,877 | 43,170,439 | 39,449,052 | ||||||||||
XV. |
Other expenses pertaining to insurance business1
|
117,657,935 | 130,346,902 | 139,805,254 | ||||||||||
XVI. |
Other expenditure
|
35,508,105 | 30,489,018 | 28,123,029 | ||||||||||
TOTAL OPERATING EXPENSES
|
306,663,585 | 302,070,495 | 295,520,458 | |||||||||||
|
1. Includes commission expenses and reserves for actuarial liabilities ( including the investible portion of the premium on the unit-linked policies).
|
Sr. no.
|
Name of the entity
|
Country of incorporation
|
Nature of relationship
|
Nature of business
|
Ownership interest
|
||||
1.
|
ICICI Bank UK PLC
|
United Kingdom
|
Subsidiary
|
Banking
|
100.00%
|
||||
2.
|
ICICI Bank Canada
|
Canada
|
Subsidiary
|
Banking
|
100.00%
|
||||
3.
|
ICICI Bank Eurasia Limited Liability Company
|
Russia
|
Subsidiary
|
Banking
|
100.00%
|
||||
4.
|
ICICI Securities Limited
|
India
|
Subsidiary
|
Securities broking and
merchant banking
|
100.00%
|
||||
5.
|
ICICI Securities Holdings Inc.
|
USA
|
Subsidiary
|
Holding company
|
100.00%
|
||||
6.
|
ICICI Securities Inc.
|
USA
|
Subsidiary
|
Securities broking
|
100.00%
|
||||
7.
|
ICICI Securities Primary Dealership Limited
|
India
|
Subsidiary
|
Securities investment, trading and underwriting
|
100.00%
|
||||
8.
|
ICICI Venture Funds Management Company Limited
|
India
|
Subsidiary
|
Private equity/venture capital fund management
|
100.00%
|
||||
9.
|
ICICI Home Finance Company Limited
|
India
|
Subsidiary
|
Housing finance
|
100.00%
|
||||
10.
|
ICICI Trusteeship Services Limited
|
India
|
Subsidiary
|
Trusteeship services
|
100.00%
|
||||
11.
|
ICICI Investment Management Company Limited
|
India
|
Subsidiary
|
Asset management
|
100.00%
|
||||
12.
|
ICICI International Limited
|
Mauritius
|
Subsidiary
|
Asset management
|
100.00%
|
||||
13.
|
ICICI Prudential Pension Funds Management Company Limited1
|
India
|
Subsidiary
|
Pension fund management
|
100.00%
|
||||
14.
|
ICICI Prudential Life Insurance Company Limited
|
India
|
Subsidiary
|
Life insurance
|
73.84%
|
||||
15.
|
ICICI Lombard General Insurance Company Limited
|
India
|
Subsidiary
|
General insurance
|
73.22%
|
||||
16.
|
ICICI Prudential Asset Management Company Limited
|
India
|
Subsidiary
|
Asset management company
|
51.00%
|
||||
17.
|
ICICI Prudential Trust Limited
|
India
|
Subsidiary
|
Trustee company
|
50.80%
|
||||
18.
|
ICICI Equity Fund
|
India
|
Consolidated as per AS 21
|
Unregistered venture capital fund
|
100.00%
|
||||
19.
|
ICICI Strategic Investments Fund
|
India
|
Consolidated as per AS 21
|
Unregistered venture capital fund
|
100.00%
|
||||
20.
|
ICICI Kinfra Limited
|
India
|
Consolidated as per AS 21
|
Infrastructure development consultancy
|
76.00%
|
||||
21.
|
I-Ven Biotech Limited
|
India
|
Consolidated as per AS 21
|
Investment in research and development of biotechnology
|
100.00%
|
||||
22.
|
FINO PayTech Limited2
|
India
|
Associate
|
Support services for financial inclusion
|
27.11%
|
||||
23.
|
I-Process Services (India) Private Limited2
|
India
|
Associate
|
Services related to back end operations
|
19.00%
|
Sr. no.
|
Name of the entity
|
Country of incorporation
|
Nature of relationship
|
Nature of business
|
Ownership interest
|
||||
24.
|
NIIT Institute of Finance Banking and Insurance Training Limited2
|
India
|
Associate
|
Education and
training in banking and finance
|
18.79%
|
||||
25.
|
ICICI Merchant Services Private Limited2
|
India
|
Associate
|
Merchant servicing
|
19.00%
|
||||
26.
|
Mewar Aanchalik Gramin Bank2
|
India
|
Associate
|
Banking
|
35.00%
|
||||
27.
|
India Infradebt Limited2
|
India
|
Associate
|
Infrastructure finance
|
31.00%
|
1.
|
ICICI Prudential Pension Funds Management Company Limited is a wholly owned subsidiary of ICICI Prudential Life Insurance Company Limited.
|
2.
|
These entities have been accounted as per the equity method as prescribed by AS 23 on ‘Accounting for Investments in Associates in Consolidated Financial Statements’.
|
3.
|
During the three months ended September 30, 2013, TCW/ICICI Investment Partners Limited ceased to be a Jointly controlled entity and accordingly, has not been accounted as per the proportionate consolidation method as per AS 27.
|
4.
|
During the three months ended December 31, 2013, ICICI Venture Value Fund ceased to be a consolidating entity and accordingly, has not been consolidated.
|
5.
|
During the three months ended March 31, 2014, ICICI Eco-net Internet and Technology Fund, ICICI Emerging Sectors Fund and Rainbow Fund ceased to be a consolidating entity and accordingly, have not been consolidated.
|
1.
|
Transactions involving foreign exchange
|
·
|
For domestic operations, at the exchange rates prevailing on the date of the transaction with the resultant gain or loss accounted for in the profit and loss account.
|
·
|
For integral foreign operations, at daily closing rates with the resultant gain or loss accounted for in the profit and loss account. An integral foreign operation is a subsidiary, associate, joint venture or branch of the reporting enterprise, the activities of which are based or conducted in a country other than the country of the reporting enterprise but are an integral part of the reporting enterprise.
|
·
|
For non-integral foreign operations, at the quarterly average closing rates with the resultant gains or losses accounted for as foreign currency translation reserve.
|
2.
|
Revenue recognition
|
·
|
Interest income is recognised in the profit and loss account as it accrues except in the case of non-performing assets (NPAs) where it is recognised upon realisation, as per the income recognition and asset classification norms of RBI/NHB/other applicable guidelines.
|
·
|
Income from finance leases is calculated by applying the interest rate implicit in the lease to the net investment outstanding on the lease over the primary lease period. Finance leases entered into prior to April 1, 2001 have been accounted for as per the Guidance Note on Accounting for Leases issued by ICAI. The finance leases entered post April 1, 2001 have been accounted for as per Accounting Standard 19 - Leases.
|
·
|
Income on discounted instruments is recognised over the tenure of the instrument.
|
·
|
Dividend income is accounted on an accrual basis when the right to receive the dividend is established.
|
·
|
Loan processing fee is accounted for upfront when it becomes due except in the case of foreign banking subsidiaries, where it is amortised over the period of the loan.
|
·
|
Project appraisal/structuring fee is accounted for on the completion of the agreed service.
|
·
|
Arranger fee is accounted for as income when a significant portion of the arrangement/syndication is completed.
|
·
|
Commission received on guarantees issued is amortised on a straight-line basis over the period of the guarantee.
|
·
|
Fund management and portfolio management fees are recognised on an accrual basis.
|
·
|
All other fees are accounted for as and when they become due.
|
·
|
The Bank deals in bullion business on a consignment basis. The difference between price recovered from customers and cost of bullion is accounted for at the time of sale to the customers. The Bank also deals in bullion on a borrowing and lending basis and the interest paid/received is accounted on accrual basis.
|
·
|
Income from securities brokerage activities is recognised as income on the trade date of the transaction. Brokerage income in relation to public or other issuances of securities is recognised based on mobilisation and terms of agreement with the client.
|
·
|
Life insurance premium is recognised as income when due from policyholders. For unit linked business, premium is recognised when the associated units are created. Premium on lapsed policies is recognised as income when such policies are reinstated. Top-up premiums paid by unit linked policyholders’ are considered as single premium and recognised as income when the associated units are created. Income from unit linked policies, which includes fund management charges, policy administration charges, mortality charges and other charges, if any, are recovered from the linked funds in accordance with the terms and conditions of the policy and are recognised when due.
|
·
|
In the case of general insurance business, premium is recorded for the policy period at the commencement of risk and for instalment cases, it is recorded on instalment due dates. Premium earned is recognised as income over the period of the risk or the contract period based on 1/365 method, whichever is appropriate, on a gross basis, net of service tax. Any subsequent revision to premium is recognised over the remaining period of risk or contract period. Adjustments to premium income arising on cancellation of policies are recognised in the period in which the policies are cancelled. Commission on re-insurance ceded is recognised as income in the period of ceding the risk. Profit commission under re-insurance treaties, wherever applicable, is recognised as income in the period of final determination of profits and combined with commission on reinsurance ceded.
|
·
|
In the case of general insurance business, insurance premium on ceding of the risk is recognised in the period in which the risk commences. Any subsequent revision to premium ceded is recognised in the period of such revision. Adjustment to re-insurance premium arising on cancellation of policies is recognised in the period in which they are cancelled. In case of life insurance business, reinsurance premium ceded is accounted in accordance with the terms and conditions of the relevant treaties with the reinsurer. Profit commission on reinsurance ceded is netted off against premium ceded on reinsurance.
|
·
|
In the case of general insurance business, premium deficiency is recognised when the sum of expected claim costs and related expenses and maintenance costs exceed the reserve for unexpired risks and is computed at a company level. The expected claim cost is calculated and duly certified by the Appointed Actuary.
|
3.
|
Stock based compensation
|
·
|
ICICI Bank Limited
|
·
|
ICICI Prudential Life Insurance Company Limited
|
·
|
ICICI Lombard General Insurance Company Limited
|
4.
|
Income taxes
|
5.
|
Claims and benefits paid
|
6.
|
Liability for life policies in force
|
7.
|
Reserve for unexpired risk
|
8.
|
Actuarial method and valuation
|
9.
|
Acquisition costs for insurance business
|
10.
|
Employee benefits
|
11.
|
Provisions, contingent liabilities and contingent assets
|
12.
|
Cash and cash equivalents
|
13.
|
Investments
|
|
i)
|
Investments of the Bank are accounted for in accordance with the extant RBI guidelines on investment classification and valuation as given below.
|
|
a)
|
All Investment are classified into ‘Held to Maturity’, ‘Available for Sale’ and ‘Held for Trading’. Reclassifications, if any, in any category are accounted for as per the RBI guidelines. Under each classification, the investments are further categorized as (a) government securities, (b) other approved securities, (c) shares, (d) bonds and debentures and (e) others.
|
|
b)
|
‘Held to Maturity’ securities are carried at their acquisition cost or at amortised cost, if acquired at a premium over the face value. Any premium over the face value of fixed rate and floating rate securities acquired is amortised over the remaining period to maturity on a constant yield basis and straight line basis respectively.
|
|
c)
|
‘Available for Sale’ and ‘Held for Trading’ securities are valued periodically as per RBI guidelines. Any premium over the face value of fixed rate and floating rate investments in government securities, classified as ‘Available for Sale’, is amortised over the remaining
|
|
period to maturity on constant yield basis and straight line basis respectively. Quoted investments are valued based on the trades/quotes on the recognised stock exchanges, subsidiary general ledger account transactions, price list of RBI or prices declared by Primary Dealers Association of India jointly with Fixed Income Money Market and Derivatives Association (FIMMDA), periodically.
|
|
d)
|
Costs including brokerage and commission pertaining to investments, paid at the time of acquisition, are charged to the profit and loss account. Cost of investments is computed based on the First-In-First-Out (FIFO) method.
|
|
e)
|
Profit/loss on sale of investments in the ‘Held to Maturity’ category is recognised in the profit and loss account and profit is thereafter appropriated (net of applicable taxes and statutory reserve requirements) to Capital Reserve. Profit/loss on sale of investments in ‘Available for sale’ and ‘Held for Trading’ categories is recognised in the profit and loss account.
|
|
f)
|
Market repurchase and reverse repurchase transactions, are accounted for as borrowing and lending transactions respectively in accordance with the extant RBI guidelines. The transactions with RBI under Liquidity Adjustment Facility (LAF) are accounted for as borrowing and lending transactions.
|
|
g)
|
Broken period interest (the amount of interest from the previous interest payment date till the date of purchase/sale of instruments) on debt instruments is treated as a revenue item.
|
|
h)
|
At the end of each reporting period, security receipts issued by asset reconstruction companies are valued in accordance with the guidelines applicable to such instruments, prescribed by RBI from time to time. Accordingly, in cases where the cash flows from security receipts issued by asset reconstruction companies are limited to the actual realisation of the financial assets assigned to the instruments in the concerned scheme, the Bank reckons the net asset value obtained from the asset reconstruction company from time to time, for valuation of such investments at each reporting period end.
|
|
i)
|
The Bank follows trade date method of accounting for purchase and sale of investments, except for government of India and state government securities where settlement date method of accounting is followed in accordance with RBI guidelines.
|
|
ii)
|
The Bank’s consolidating venture capital funds carry investments at fair values, with unrealised gains and temporary losses on investments recognised as components of investors’ equity and accounted for in the unrealised investment reserve account. The realised gains and losses on investments and units in mutual funds and unrealised gains or losses on revaluation
|
iii)
|
The Bank’s primary dealership and securities broking subsidiaries classifies the securities held with the intention of holding for short-term and trading as stock-in-trade and are valued at lower of cost or market value. The securities acquired with the intention of holding till maturity or for a longer period are classified as investments and are carried at cost. Appropriate provision is made for other than temporary diminution in the value of investments. Commission earned in respect of securities acquired upon devolvement is reduced from the cost of acquisition.
|
iv)
|
The Bank’s housing finance subsidiary classifies its investments as current investments and long-term investments. Investments that are readily realisable and intended to be held for not more than a year are classified as current investments, which are carried at the lower of cost and net realisable value. All other investments are classified as long-term investments, which are carried at their acquisition cost or at amortised cost, if acquired at a premium over the face value. Any premium over the face value of the securities acquired is amortised over the remaining period to maturity on a constant yield basis. However, a provision for diminution in value is made to recognise any other than temporary decline in the value of such long-term investments.
|
v)
|
The Bank’s overseas banking subsidiaries account for unrealised gain/loss, net of tax, on investment in ‘Available for Sale’ category directly in their reserves. Further, unrealised gain/loss on investment in ‘Held for Trading’ category is accounted directly in the profit and loss account. Investments in ‘Held to Maturity’ category are carried at amortised cost.
|
vi)
|
In the case of life and general insurance businesses, investments are made in accordance with the Insurance Act, 1938, the IRDA (Investment) Regulations, 2000, and various other circulars/notifications issued by the IRDA in this context from time to time.
|
a.
|
All debt securities and redeemable preference shares are considered as ‘Held to Maturity’ and accordingly stated at historical cost, subject to amortisation of premium or accretion of discount over the period of maturity/holding on a straight line basis.
|
b.
|
Listed equity shares are stated at fair value being the last quoted closing price on the National Stock Exchange (NSE) (or BSE, in case the investments are not listed on NSE).
|
c.
|
Mutual fund units at the balance sheet date are valued at the latest available net asset values of the respective fund.
|
|
a.
|
All debt securities including government securities and non-convertible preference shares are considered as ‘Held to Maturity’ and accordingly stated at amortised cost determined after amortisation of premium or accretion of discount on a straight line basis over the holding/maturity period.
|
|
b.
|
Listed equities and convertible preference shares at the balance sheet date are stated at fair value, being the last quoted closing price on the NSE and in case these are not listed on NSE, then based on the last quoted closing price on the BSE.
|
|
c.
|
Mutual fund investments (other than venture capital fund) are stated at fair value, being the closing net asset value at balance sheet date.
|
|
d.
|
Investments other than mentioned above are valued at cost.
|
14.
|
Provisions/write-offs on loans and other credit facilities
|
|
i)
|
Loans and other credit facilities of the Bank are accounted for in accordance with the extant RBI guidelines as given below:
|
|
a)
|
The Bank classifies its loans and investments, including at overseas branches, and overdues arising from crystallised derivative contracts, into performing and NPAs in accordance with RBI guidelines. Loans and advances held at the overseas branches that are identified as impaired as per host country regulations for reasons other than record of recovery, but which are standard as per the extant RBI guidelines, are classified as NPAs to the extent of amount outstanding in the host country. Further, NPAs are classified into sub-standard, doubtful and loss assets based on the criteria stipulated by RBI.
|
|
b)
|
Provision on loans and advances restructured/rescheduled is made in accordance with the applicable RBI guidelines on restructuring of loans and advances by Banks.
|
|
In respect of non-performing loans and advances accounts subjected to restructuring, the account is upgraded to standard only after the specified period i.e. a period of one year after the date when first payment of interest or of principal, whichever is later, falls due, subject to satisfactory performance of the account during the period. A standard restructured loan is upgraded to the standard category when satisfactory payment performance is evidenced during the specified period and after the loan reverts to the normal level of standard asset provisions/risk weights.
|
|
c)
|
Amounts recovered against debts written-off in earlier years and provisions no longer considered necessary in the context of the current status of the borrower are recognised in the profit and loss account.
|
|
d)
|
In addition to the specific provision on NPAs, the Bank maintains a general provision on performing loans and advances at rates prescribed by RBI. For performing loans and advances in overseas branches, the general provision is made at higher of host country regulations requirement and RBI requirement.
|
|
e)
|
In addition to the provisions required to be held according to the asset classification status, provisions are held for individual country exposures including indirect country risk (other than for home country exposure). The countries are categorised into seven risk categories namely insignificant, low, moderately low, moderate, moderately high, high and very high, and provisioning is made on exposures exceeding 180 days on a graded scale ranging from 0.25% to 25%. For exposures with contractual maturity of less than 180 days, provision is required to be held at 25% of the rates applicable to exposures exceeding 180 days. The indirect exposures will be reckoned at 50% of the exposure. If the country exposure (net) of the Bank in respect of each country does not exceed 1% of the total funded assets, no provision is required on such country exposure.
|
ii)
|
In the case of the Bank’s housing finance subsidiary, loans and other credit facilities are classified as per the NHB guidelines into performing and non-performing assets. Further, NPAs are classified into sub-standard, doubtful and loss assets based on criteria stipulated by NHB. Additional provisions are made against specific non-performing assets over and above what is stated above, if in the opinion of the management, increased provisions are necessary.
|
iii)
|
In the case of the Bank’s overseas banking subsidiaries, loans are stated net of allowance for credit losses. Loans are classified as impaired and impairment losses are incurred only if there is objective evidence of impairment as a result of one or more events that occurred after the initial recognition on the loan (a loss event) and that loss event (or events) has an impact on the estimated future cash flows of the loans that can be reliably estimated. An allowance for impairment losses is maintained at a level that management considers adequate to absorb
|
15.
|
Transfer and servicing of assets
|
16.
|
Fixed assets and depreciation
|
17.
|
Accounting for derivative contracts
|
18.
|
Impairment of assets
|
19.
|
Lease transactions
|
20.
|
Earnings per share
|
1.
|
Earnings per share
|
Year ended March 31, 2014
|
Year ended March 31, 2013
|
|||||||
Basic
|
||||||||
Weighted average no. of equity shares outstanding
|
1,154,317,577 | 1,153,066,422 | ||||||
Net profit
|
110,413.7 | 96,036.1 | ||||||
Basic earnings per share (Rs.)
|
95.65 | 83.29 | ||||||
Diluted
|
||||||||
Weighted average no. of equity shares outstanding
|
1,158,893,790 | 1,157,455,610 | ||||||
Net profit
|
110,253.0 | 95,886.2 | ||||||
Diluted earnings per share (Rs.)
|
95.14 | 82.84 | ||||||
Nominal value per share (Rs.)
|
10.00 | 10.00 |
2.
|
Related party transactions
|
|
Associates/other related entities
|
1.
|
This entity was incorporated and identified as a related party during the three months ended December 31, 2012.
|
Key management personnel
|
Chanda Kochhar, N. S. Kannan, K. Ramkumar, Rajiv Sabharwal.
|
Relatives of key management personnel
|
Mr. Deepak Kochhar, Mr. Arjun Kochhar, Ms. Aarti Kochhar, Mr. Mahesh Advani, Ms. Varuna Karna, Late Ms. Sunita R. Advani, Ms. Rangarajan Kumudalakshmi, Ms. Aditi Kannan, Mr. Narayanan Raghunathan, Mr. Narayanan Rangarajan, Mr. Narayanan Krishnamachari, Mr. R. Shyam, Ms. R. Suchithra, Mr. K. Jayakumar, Mr. R. Krishnaswamy, Ms. J. Krishnaswamy, Ms. Sangeeta Sabharwal.
|
|
Rs. in million
|
Items
|
At March 31, 2014
|
At March 31, 2013
|
||||||
Deposits with the Group
|
4,231.9 | 5,084.8 | ||||||
Advances
|
2.4 | 305.5 | ||||||
Investments of the Group in related parties
|
1,903.6 | 1,903.6 | ||||||
Investments of related parties in the Group
|
15.0 | 15.0 | ||||||
Payables
|
381.0 | 1,279.2 | ||||||
Guarantees issued by the Group
|
0.1 | 0.1 |
Rs. in million, except number of shares
|
Items
|
At March 31, 2014
|
At March 31, 2013
|
||||||
Deposits
|
51.0 | 60.5 | ||||||
Advances
|
28.0 | 5.7 | ||||||
Investments
|
4.2 | 4.1 | ||||||
Employee Stock Options Outstanding (Numbers)
|
3,760,000 | 3,172,500 | ||||||
Employee Stock Options Exercised1
|
0.4 | 0.5 |
|
1. During the year ended March 31, 2014, 37,500 employee stock options were exercised by the key management personnel of the Bank (March 31, 2013: 54,000), which have been reported at face value.
|
|
Rs. in million
|
Items
|
At March 31, 2014
|
At March 31, 2013
|
||||||
Deposits
|
28.7 | 23.6 | ||||||
Advances
|
6.1 | 6.9 |
Items
|
Year ended March 31, 2014
|
Year ended March 31, 2013
|
||||||
Deposits
|
83.2 | 74.3 | ||||||
Advances
|
30.7 | 10.4 | ||||||
Investments1
|
4.2 | 4.1 |
|
1. Maximum balances are determined based on comparison of the total outstanding balances at each quarter end during the financial year.
|
|
Rs. in million
|
Items
|
Year ended March 31, 2014
|
Year ended March 31, 2013
|
||||||
Deposits
|
30.1 | 44.6 | ||||||
Advances
|
8.3 | 7.9 |
3.
|
Employee stock option scheme (ESOS)
|
Risk-free interest rate
|
7.60% to 9.12%
|
Expected life
|
6.35 years
|
Expected volatility
|
48.70% to 48.96%
|
Expected dividend yield
|
1.70% to 1.96%
|
Stock options outstanding
|
||||||||||||||||
Year ended March 31, 2014
|
Year ended March 31, 2013
|
|||||||||||||||
Particulars
|
Number of options
|
Weighted Average Exercise Price
|
Number of options
|
Weighted Average Exercise Price
|
||||||||||||
Outstanding at the beginning of the year
|
25,980,453 | 855.18 | 23,199,545 | 846.94 | ||||||||||||
Add: Granted during the year
|
4,419,650 | 1,177.17 | 4,450,200 | 844.53 | ||||||||||||
Less: Lapsed during the year, net of re-issuance
|
890,210 | 961.65 | 802,019 | 929.35 | ||||||||||||
Less: Exercised during the year
|
1,405,540 | 530.56 | 867,273 | 511.63 | ||||||||||||
Outstanding at the end of the year
|
28,104,353 | 918.68 | 25,980,453 | 855.18 | ||||||||||||
Options exercisable
|
14,608,343 | 833.48 | 13,597,383 | 793.57 |
Range of exercise price (Rs. per share)
|
Number of shares arising out of options
|
Weighted average exercise price (Rs. per share)
|
Weighted average remaining contractual life (Number of years)
|
||||||||||
300-599 | 4,082,048 | 482.39 | 2.44 | ||||||||||
600-999 | 16,041,045 | 917.49 | 5.66 | ||||||||||
1,000-1,399 | 7,981,260 | 1,144.22 | 8.15 |
|
A summary of stock options outstanding at March 31, 2013 is given below.
|
Range of exercise price
(Rs. per share)
|
Number of shares arising out of options
|
Weighted average exercise price (Rs. per share)
|
Weighted average remaining contractual life (Number of years)
|
||||||||||
105-299 | 12,675 | 132.05 | 0.07 | ||||||||||
300-599 | 5,229,338 | 470.26 | 3.35 | ||||||||||
600-999 | 16,827,750 | 917.10 | 6.66 | ||||||||||
1,000-1,399 | 3,910,690 | 1,105.80 | 8.06 |
Stock options outstanding
|
||||||||||||||||
Year ended March 31, 2014
|
Year ended March 31, 2013
|
|||||||||||||||
Particulars
|
Number of
shares
|
Weighted average exercise Price
|
Number of shares
|
Weighted average exercise Price
|
||||||||||||
Outstanding at the beginning of the year
|
12,287,604 | 210.60 | 12,778,898 | 211.43 | ||||||||||||
Add: Granted during the year
|
.. | .. | .. | .. | ||||||||||||
Less: Forfeited/ lapsed during the year
|
2,087,905 | 264.45 | 401,169 | 275.60 | ||||||||||||
Less : Exercised during the year
|
330,501 | 69.30 | 90,125 | 70.00 | ||||||||||||
Outstanding at the end of the year
|
9,869,198 | 203.81 | 12,287,604 | 210.60 | ||||||||||||
Options exercisable
|
9,869,198 | 203.81 | 12,287,604 | 210.60 |
Range of exercise price
(Rs. per share)
|
Number of shares arising out of options (Number of shares)
|
Weighted average exercise price (Rs. per share)
|
Weighted average remaining contractual life (Number of years)
|
||||||||||
30-400 | 9,869,198 | 203.81 | 3.0 |
Stock options outstanding
|
||||||||||||||||
Year ended March 31, 2014
|
Year ended March 31, 2013
|
|||||||||||||||
Particulars
|
Number of shares
|
Weighted Average Exercise Price
|
Number of shares
|
Weighted Average Exercise Price
|
||||||||||||
Outstanding at the beginning of the year
|
11,097,924 | 100.35 | 12,449,262 | 99.33 | ||||||||||||
Add: Granted during the year…
|
.. | .. | .. | .. | ||||||||||||
Less: Forfeited/ lapsed during the year
|
318,750 | 111.71 | 854,912 | 118.57 | ||||||||||||
Less : Exercised during the year
|
934,680 | 43.40 | 496,426 | 43.68 | ||||||||||||
Outstanding at the end of the year
|
9,844,494 | 105.39 | 11,097,924 | 100.35 | ||||||||||||
Options exercisable
|
9,153,684 | 105.26 | 9,235,704 | 98.95 |
Range of exercise price
(Rs. per share)
|
Number of shares arising out of options (Number of shares)
|
Weighted average exercise price (Rs. per share)
|
Weighted average remaining contractual life
(Number of years)
|
||||||||||
35 – 200 | 9,844,494 | 105.39 | 3.96 |
4.
|
Fixed assets
|
Particulars
|
At March 31, 2014
|
At March 31, 2013
|
||||||
At cost at March 31 of preceding year
|
12,102.3 | 10,166.5 | ||||||
Additions during the year
|
1,533.2 | 2,092.9 | ||||||
Deductions during the year
|
(110.5 | ) | (157.1 | ) | ||||
Depreciation to date
|
(10,213.9 | ) | (8,813.9 | ) | ||||
Net block
|
3,311.1 | 3,288.4 |
5.
|
Assets on lease
|
Particulars
|
At March 31, 2014
|
At March 31, 2013
|
||||||
Not later than one year
|
666.6 | 732.3 | ||||||
Later than one year and not later than five years
|
1,260.0 | 1,940.1 | ||||||
Later than five years
|
115.5 | 165.9 | ||||||
Total
|
2,042.1 | 2,838.3 |
6.
|
Preference shares
|
7.
|
Provisions and contingencies
|
Particulars
|
Year ended March 31, 2014
|
Year ended March 31, 2013
|
||||||
Provision for depreciation of investments
|
1,628.8 | 1,717.7 | ||||||
Provision towards non-performing and other assets
|
24,818.3 | 15,513.8 | ||||||
Provision towards income tax
|
43,158.7 | 33,701.4 | ||||||
Deferred tax adjustment
|
2,885.3 | 1,096.2 | ||||||
Provision towards wealth tax
|
51.1 | 71.2 | ||||||
Other provision and contingencies1
|
2,555.5 | 3,720.1 | ||||||
Total provisions and contingencies
|
75,097.7 | 55,820.5 |
8.
|
Staff retirement benefits
|
Particulars
|
Pension
|
|||||||
Year ended March 31, 2014
|
Year ended March 31, 2013
|
|||||||
Opening obligations
|
10,392.5 | 9,602.7 | ||||||
Service cost
|
240.3 | 250.6 | ||||||
Interest cost
|
833.7 | 793.7 | ||||||
Actuarial (gain)/loss
|
998.5 | 2,017.8 | ||||||
Liabilities extinguished on settlement
|
(2,012.8 | ) | (1,960.1 | ) | ||||
Benefits paid
|
(242.3 | ) | (312.2 | ) | ||||
Obligations at the end of the year
|
10,209.9 | 10,392.5 | ||||||
Opening plan assets, at fair value
|
9,526.8 | 9,379.5 | ||||||
Expected return on plan assets
|
772.0 | 728.5 | ||||||
Actuarial gain/(loss)
|
(29.1 | ) | 102.3 | |||||
Assets distributed on settlement
|
(2,236.5 | ) | (2,177.9 | ) | ||||
Contributions
|
1,227.9 | 1,806.6 | ||||||
Benefits paid
|
(242.3 | ) | (312.2 | ) | ||||
Closing plan assets, at fair value
|
9,018.8 | 9,526.8 | ||||||
Fair value of plan assets at the end of the year
|
9,018.8 | 9,526.8 | ||||||
Present value of the defined benefit obligations at the end of the year
|
(10,209.9 | ) | (10,392.5 | ) | ||||
Amount not recognized as an asset (limit in para 59(b) of AS 15 on ‘employee benefits’)
|
.. | .. | ||||||
Asset/(liability)
|
(1,191.1 | ) | (865.7 | ) | ||||
Cost for the year
|
||||||||
Service cost
|
240.3 | 250.6 | ||||||
Interest cost
|
833.7 | 793.7 | ||||||
Expected return on plan assets
|
(772.0 | ) | (728.5 | ) | ||||
Actuarial (gain)/loss
|
1,027.6 | 1,915.5 |
Particulars | Pension | |||||||
Year ended March 31, 2014 | Year ended March 31, 2013 | |||||||
Curtailments & settlements (gain)/loss
|
223.7 | 217.8 | ||||||
Effect of the limit in para 59(b) of AS 15 on ‘employee benefits’
|
.. | .. | ||||||
Net cost
|
1,553.3 | 2,449.1 | ||||||
Actual Return on Plan Assets
|
742.9 | 828.7 | ||||||
Expected employer’s contribution next year
|
1,000.0 | 670.0 | ||||||
Investment details of plan assets
|
||||||||
Insurer Managed Funds1
|
80.86 | % | 77.74 | % | ||||
Government of India securities
|
7.50 | % | 7.62 | % | ||||
Corporate Bonds
|
9.00 | % | 9.31 | % | ||||
Others
|
2.65 | % | 5.33 | % | ||||
Assumptions
|
||||||||
Interest rate
|
9.25 | % | 8.00 | % | ||||
Salary escalation rate:
|
||||||||
On Basic Pay
|
1.50 | % | 1.50 | % | ||||
On Dearness Relief
|
7.00 | % | 7.00 | % | ||||
Estimated rate of return on plan assets
|
8.00 | % | 8.00 | % |
Particulars
|
Year ended March 31, 2014
|
Year ended March 31, 2013
|
Year ended
March 31, 2012
|
Year ended March 31, 2011
|
Year ended
March 31, 2010
|
|||||||||||||||
Plan assets
|
9,018.8 | 9,526.8 | 9,379.5 | 8,467.4 | 1,839.9 | |||||||||||||||
Defined benefit obligations
|
(10,209.9 | ) | (10,392.5 | ) | (9,602.7 | ) | (8,842.9 | ) | (1,748.7 | ) | ||||||||||
Amount not recognized as an asset (limit in para 59(b) of AS 15 on ‘employee benefits’)
|
.. | .. | .. | .. | (7.7 | ) | ||||||||||||||
Surplus/(deficit)
|
(1,191.1 | ) | (865.7 | ) | (223.2 | ) | (375.5 | ) | 83.5 | |||||||||||
Experience adjustment on plan assets
|
(29.1 | ) | 102.3 | 51.7 | 69.1 | (130.7 | ) | |||||||||||||
Experience adjustment on plan liabilities
|
2,549.6 | 1,525.2 | 2,692.3 | 689.7 | 196.9 |
Particulars
|
Gratuity
|
|||||||
Year ended
March 31, 2014
|
Year ended
March 31, 2013
|
|||||||
Defined benefit obligation liability
|
||||||||
Opening obligations
|
6,887.3 | 6,257.9 |
Particulars | Gratuity | |||||||
Year ended
March 31, 2014
|
Year ended
March 31, 2013
|
|||||||
Add: Adjustment for exchange fluctuation on opening obligation
|
5.8 | 3.8 | ||||||
Adjusted opening obligations
|
6,893.1 | 6,261.7 | ||||||
Service cost
|
649.0 | 522.9 | ||||||
Interest cost
|
557.3 | 519.1 | ||||||
Actuarial (gain)/loss
|
(93.5 | ) | 362.1 | |||||
Past service cost
|
.. | 0.6 | ||||||
Obligation transferred from/to other companies
|
(2.0 | ) | 10.5 | |||||
Benefits paid
|
(751.3 | ) | (789.6 | ) | ||||
Obligations at the end of the year
|
7,252.6 | 6,887.3 | ||||||
Opening plan assets, at fair value
|
6,394.9 | 5,724.3 | ||||||
Expected return on plan assets
|
493.3 | 427.6 | ||||||
Actuarial gain/(loss)
|
(8.4 | ) | 51.0 | |||||
Contributions
|
617.8 | 970.1 | ||||||
Asset transfer from/to other companies
|
(2.0 | ) | 11.5 | |||||
Benefits paid
|
(751.3 | ) | (789.6 | ) | ||||
Closing plan assets, at fair value
|
6,744.3 | 6,394.9 | ||||||
Fair value of plan assets at the end of the year
|
6,744.3 | 6,394.9 | ||||||
Present value of the defined benefit obligations at the end of the year
|
(7,252.6 | ) | (6,887.3 | ) | ||||
Unrecognised past service cost
|
.. | .. | ||||||
Amount not recognised as an asset (limit in para 59(b) of AS 15 on ‘employee benefits’
|
(0.1 | ) | (0.5 | ) | ||||
Asset/(liability)
|
(508.4 | ) | (492.9 | ) | ||||
Cost for the year
|
||||||||
Service cost
|
649.0 | 522.9 | ||||||
Interest cost
|
557.3 | 519.1 | ||||||
Expected return on plan assets
|
(493.3 | ) | (427.6 | ) | ||||
Actuarial (gain)/loss
|
(85.1 | ) | 311.1 | |||||
Past service cost
|
.. | 11.4 | ||||||
Losses/(gains) on "Acquisition/Divestiture"
|
.. | .. | ||||||
Exchange fluctuation loss/(gain)
|
5.8 | 3.8 | ||||||
Effect of the limit in para 59(b) of AS 15 on ‘employee benefits’
|
(0.5 | ) | (0.7 | ) | ||||
Net cost
|
633.2 | 940.0 | ||||||
Actual Return on Plan Assets
|
484.5 | 478.6 | ||||||
Expected employer’s contribution next year
|
732.7 | 666.9 | ||||||
Investment details of plan assets
|
||||||||
Insurer Managed Funds
|
23.07 | % | 22.06 | % | ||||
Government of India securities
|
14.23 | % | 24.28 | % | ||||
Corporate Bonds
|
25.77 | % | 24.05 | % | ||||
Special Deposit schemes
|
4.32 | % | 4.55 | % | ||||
Equity
|
10.66 | % | 11.15 | % | ||||
Others
|
21.95 | % | 13.91 | % | ||||
Assumptions
|
||||||||
Interest rate
|
8.70%-9.33 | % | 7.80%-8.23 | % | ||||
Salary escalation rate
|
5.00%-10.00 | % | 5.00%-10.00 | % | ||||
Estimated rate of return on plan assets
|
7.50%-8.00 | % | 7.50%-8.00 | % |
Particulars
|
Year
ended
March 31, 2014
|
Year
ended March 31,
2013
|
Year
ended March 31,
2012
|
Year
ended March 31,
2011
|
Year
ended March 31,
2010
|
|||||||||||||||
Plan assets
|
6,744.3 | 6,394.9 | 5,724.3 | 5,855.8 | 3,073.2 | |||||||||||||||
Defined benefit obligations
|
(7,252.6 | ) | (6,887.3 | ) | (6,257.9 | ) | (5,943.4 | ) | (3,089.6 | ) | ||||||||||
Amount not recognised as an asset (limit in para 59(b) of AS 15 on ‘employee benefits’)
|
(0.1 | ) | (0.5 | ) | .. | .. | (47.9 | ) | ||||||||||||
Surplus/(deficit)
|
(508.4 | ) | (492.9 | ) | (533.6 | ) | (87.7 | ) | (64.3 | ) | ||||||||||
Experience adjustment on plan assets
|
(8.4 | ) | 51.0 | 23.1 | (90.5 | ) | 194.8 | |||||||||||||
Experience adjustment on plan liabilities
|
308.7 | 216.0 | 119.4 | (72.8 | ) | (21.2 | ) |
Particulars
|
Year ended
March 31, 2014
|
Year ended
March 31, 2013
|
||||||
Opening obligations
|
16,136.8 | 14,285.9 | ||||||
Service cost
|
1,126.5 | 931.3 | ||||||
Interest cost
|
1,284.7 | 1,180.3 | ||||||
Actuarial (gain)/loss
|
(9.9 | ) | 24.2 | |||||
Employees contribution
|
1,923.9 | 1,626.0 | ||||||
Obligations transferred from/to other companies
|
32.8 | 62.3 | ||||||
Benefits paid
|
(2,138.6 | ) | (1,973.2 | ) | ||||
Obligations at end of the year
|
18,356.2 | 16,136.8 | ||||||
Opening plan assets
|
16,136.8 | 14,267.4 | ||||||
Expected return on plan assets
|
1,407.6 | 1,205.7 | ||||||
Actuarial gain/(loss)
|
(136.3 | ) | 17.3 | |||||
Employer contributions
|
1,126.5 | 931.3 | ||||||
Employees contributions
|
1,923.9 | 1,626.0 | ||||||
Assets transferred from/to other companies
|
32.8 | 62.3 | ||||||
Benefits paid
|
(2,138.6 | ) | (1,973.2 | ) | ||||
Closing plan assets
|
18,352.7 | 16,136.8 | ||||||
Plan assets at the end of the year
|
18,352.7 | 16,136.8 | ||||||
Present value of the defined benefit obligations at the end of the year
|
(18,356.2 | ) | (16,136.8 | ) | ||||
Asset/(liability)
|
(3.5 | ) | .. | |||||
Particulars | Year ended
March 31, 2014
|
Year ended
March 31, 2013
|
||||||
Cost for the year
|
||||||||
Service cost
|
1,126.5 | 931.3 | ||||||
Interest cost
|
1,284.7 | 1,180.3 | ||||||
Expected return on plan assets
|
(1,407.6 | ) | (1,205.7 | ) | ||||
Actuarial (gain)/loss
|
126.4 | 6.8 | ||||||
Net cost
|
1,130.0 | 912.7 | ||||||
Actual Return on Plan Assets
|
1,271.3 | 1,223.1 | ||||||
Expected employer's contribution next year
|
1,201.6 | 1,097.4 | ||||||
Investment details of plan assets
|
||||||||
Government of India Securities
|
39.76 | % | 40.14 | % | ||||
Corporate Bonds
|
51.21 | % | 48.77 | % | ||||
Special Deposit Scheme
|
2.91 | % | 3.31 | % | ||||
Others
|
6.12 | % | 7.78 | % | ||||
Assumptions
|
||||||||
Discount rate
|
8.70%-9.30 | % | 7.80%-8.00 | % | ||||
Expected rate of return on assets
|
8.25%-9.04 | % | 8.26%-8.95 | % | ||||
Discount rate for the remaining term to maturity of investments
|
8.92%-9.12 | % | 7.91%-8.05 | % | ||||
Average historic yield on the investment
|
8.25%-8.90 | % | 8.30%-8.86 | % | ||||
Guaranteed rate of return
|
8.75 | % | 8.50 | % |
Particulars
|
Year ended March 31, 2014
|
Year ended March 31, 2013
|
||||||
Plan assets
|
18,352.7 | 16,136.8 | ||||||
Defined benefit obligations
|
(18,356.2 | ) | (16,136.8 | ) | ||||
Amount not recognised as an asset (limit in para 59(b) AS 15 on ‘employee benefits’)
|
.. | .. | ||||||
Surplus/(deficit)
|
(3.5 | ) | .. | |||||
Experience adjustment on plan assets
|
(136.3 | ) | 17.3 | |||||
Experience adjustment on plan liabilities
|
(9.9 | ) | 24.2 |
9.
|
Provision for income tax
|
10.
|
Deferred tax
|
Particulars
|
At March 31, 2014
|
At March 31, 2013
|
||||||
Deferred tax asset
|
||||||||
Provision for bad and doubtful debts
|
28,595.5 | 28,150.5 | ||||||
Capital loss
|
49.6 | 63.1 | ||||||
Others
|
2,790.2 | 2,871.8 | ||||||
Total deferred tax asset
|
31,435.3 | 31,085.4 | ||||||
Deferred tax liability
|
||||||||
Special reserve deduction1
|
17,234.9 | .. | ||||||
Depreciation on fixed assets
|
5,242.4 | 4,744.2 | ||||||
Others
|
37.5 | 18.5 | ||||||
Total deferred tax liability
|
22,514.8 | 4,762.7 | ||||||
Net deferred tax asset/(liability) pertaining to foreign branches/foreign subsidiaries
|
377.3 | 483.3 | ||||||
Total net deferred tax asset/(liability)
|
9,297.8 | 26,806.0 |
11.
|
Information about business and geographical segments
|
1.
|
Retail banking includes exposures of the Bank which satisfy the four criteria of orientation, product, granularity and low value of individual exposures for retail exposures laid down in Basel Committee on Banking Supervision document “International Convergence of Capital Measurement and Capital Standards: A Revised Framework”.
|
2.
|
Wholesale banking includes all advances of the Bank to trusts, partnership firms, companies and statutory bodies, which are not included under Retail Banking.
|
3.
|
Treasury includes the entire investment and derivative portfolio of the Bank, ICICI Eco-net Internet and Technology Fund (upto December 31, 2013), ICICI Equity Fund, ICICI Emerging Sectors Fund (upto December 31, 2013), ICICI Strategic Investments Fund and ICICI Venture Value Fund (upto September 30, 2013).
|
4.
|
Other banking includes leasing operations and other items not attributable to any particular business segment of the Bank. Further, it includes the Bank’s banking subsidiaries i.e. ICICI Bank UK PLC, ICICI Bank Canada and ICICI Bank Eurasia LLC.
|
5.
|
Life insurance represents results of ICICI Prudential Life Insurance Company Limited.
|
6.
|
General insurance represents results of ICICI Lombard General Insurance Company Limited.
|
7.
|
Others includes ICICI Home Finance Company Limited, ICICI Venture Funds Management Company Limited, ICICI International Limited, ICICI Securities Primary Dealership Limited, ICICI Securities Limited, ICICI Securities Holdings Inc., ICICI Securities Inc., ICICI Prudential Asset Management Company Limited, ICICI Prudential Trust Limited, ICICI Investment Management Company Limited, ICICI Trusteeship Services Limited, TCW/ICICI Investment Partners Limited (upto June 30, 2013), ICICI Kinfra Limited, I-Ven Biotech Limited and ICICI Prudential Pension Funds Management Company Limited.
|
Sr. no.
|
Particulars
|
Retail banking
|
Wholesale banking
|
Treasury
|
Other banking business
|
Life insurance
|
General insurance
|
Others
|
Inter- segment adjustments
|
Total
|
||||||||||||||||||||||||||||
1 |
Revenue
|
274,116.0 | 324,024.8 | 392,902.4 | 32,231.1 | 159,902.0 | 57,122.0 | 33,494.9 | (478,154.7 | ) | 795,638.5 | |||||||||||||||||||||||||||
2 |
Segment results
|
18,295.2 | 65,886.3 | 52,565.0 | 9,031.5 | 15,292.4 | 5,202.4 | 9,784.2 | (13,190.7 | ) | 162,866.3 | |||||||||||||||||||||||||||
3 |
Unallocated expenses
|
.. | ||||||||||||||||||||||||||||||||||||
4 |
Operating profit (2) – (3)
|
162,866.3 | ||||||||||||||||||||||||||||||||||||
5 |
Income tax expenses (Including deferred tax)
|
46,095.1 | ||||||||||||||||||||||||||||||||||||
6 |
Net profit1
(4)- (5)
|
116,771.2 | ||||||||||||||||||||||||||||||||||||
Other information
|
||||||||||||||||||||||||||||||||||||||
7 |
Segment assets
|
991,908.9 | 2,426,741.3 | 2,370,923.6 | 681,783.0 | 815,256.1 | 131,928.9 | 198,767.9 | (196,843.6 | ) | 7,420,466.1 | |||||||||||||||||||||||||||
8 |
Unallocated assets2
|
54,790.7 | ||||||||||||||||||||||||||||||||||||
9 |
Total assets
(7) + (8)
|
7,475,256.8 | ||||||||||||||||||||||||||||||||||||
10 |
Segment liabilities
|
2,388,971.3 | 1,048,445.5 | 2,408,594.4 | 3 | 672,409.6 | 3 | 816,826.0 | 3 | 135,456.3 | 3 | 201,397.4 | 3 | (196,843.7 | ) | 7,475,256.8 | ||||||||||||||||||||||
11 |
Unallocated liabilities
|
.. | ||||||||||||||||||||||||||||||||||||
12 |
Total liabilities
(10) + (11)
|
7,475,256.8 | ||||||||||||||||||||||||||||||||||||
13 |
Capital expenditure
|
5,765.3 | 628.6 | 18.8 | 190.5 | 804.7 | 347.5 | 299.9 | .. | 8,055.3 | ||||||||||||||||||||||||||||
14 |
Depreciation
|
4,357.2 | 1,044.3 | 12.5 | 488.5 | 468.4 | 496.9 | 350.7 | (25.8 | ) | 7,192.7 |
|
1.
|
Includes share of net profit of minority shareholders.
|
|
2.
|
Includes tax paid in advance/tax deducted at source (net), deferred tax asset (net).
|
|
3.
|
Includes share capital and reserves and surplus.
|
Sr. no.
|
Particulars
|
Retail banking
|
Wholesale banking
|
Treasury
|
Other banking business
|
Life insurance
|
General insurance
|
Others
|
Inter- segment adjustments
|
Total
|
||||||||||||||||||||||||||||
1 |
Revenue
|
225,856.3 | 313,687.6 | 355,981.5 | 28,346.2 | 173,760.3 | 50,433.0 | 29,968.0 | (435,988.9 | ) | 742,044.0 | |||||||||||||||||||||||||||
2 |
Segment results
|
9,545.5 | 66,188.6 | 36,613.3 | 6,410.1 | 15,696.5 | 2,816.8 | 7,817.3 | (8,920.5 | ) | 136,167.6 | |||||||||||||||||||||||||||
3 |
Unallocated expenses
|
.. | ||||||||||||||||||||||||||||||||||||
4 |
Operating profit (2) – (3)
|
136,167.6 | ||||||||||||||||||||||||||||||||||||
5 |
Income tax expenses (Including deferred tax)
|
34,868.8 | ||||||||||||||||||||||||||||||||||||
6 |
Net profit 1
(4) - (5)
|
101,298.8 | ||||||||||||||||||||||||||||||||||||
Other information
|
||||||||||||||||||||||||||||||||||||||
7 |
Segment assets
|
729,750.3 | 2,269,628.7 | 2,275,315.5 | 528,156.9 | 751,970.8 | 115,962.4 | 191,259.5 | (182,506.0 | ) | 6,679,538.1 | |||||||||||||||||||||||||||
8 |
Unallocated assets2
|
68,679.0 | ||||||||||||||||||||||||||||||||||||
9 |
Total assets
(7) + (8)
|
6,748,217.1 | ||||||||||||||||||||||||||||||||||||
10 |
Segment liabilities
|
2,043,187.5 | 1,071,994.1 | 2,244,231.8 | 3 | 504,637.5 | 3 | 753,500.5 | 3 | 118,686.9 | 3 | 194,484.8 | 3 | (182,506.0 | ) | 6,748,217.1 | ||||||||||||||||||||||
11 |
Unallocated liabilities
|
.. | ||||||||||||||||||||||||||||||||||||
12 |
Total liabilities
(10) + (11)
|
6,748,217.1 | ||||||||||||||||||||||||||||||||||||
13 |
Capital expenditure
|
4,426.2 | 1,188.2 | 10.8 | 148.6 | 319.7 | 380.0 | 873.9 | (187.6 | ) | 7,159.8 | |||||||||||||||||||||||||||
14 |
Depreciation
|
3,540.8 | 991.8 | 18.4 | 486.6 | 409.8 | 488.0 | 345.2 | (25.8 | ) | 6,254.8 |
|
1.
|
Includes share of net profit of minority shareholders.
|
|
2.
|
Includes tax paid in advance/tax deducted at source (net), deferred tax asset (net).
|
|
3.
|
Includes share capital and reserves and surplus.
|
B.
|
Geographical segments
|
|
·
|
Domestic operations comprise branches and subsidiaries/joint ventures in India.
|
|
·
|
Foreign operations comprise branches and subsidiaries/joint ventures outside India and offshore banking unit in India.
|
Revenue
|
Year ended March 31, 2014
|
Year ended March 31, 2013
|
||||||
Domestic operations
|
717,476.4 | 676,240.8 | ||||||
Foreign operations
|
78,162.1 | 65,803.2 | ||||||
Total
|
795,638.5 | 742,044.0 |
Assets
|
At March 31, 2014
|
At March 31, 2013
|
||||||
Domestic operations
|
5,866,397.8 | 5,321,569.2 | ||||||
Foreign operations
|
1,554,068.3 | 1,357,968.9 | ||||||
Total
|
7,420,466.1 | 6,679,538.1 |
Capital expenditure incurred
during the year ended
|
Depreciation provided during the year ended
|
|||||||||||||||
March 31, 2014
|
March 31, 2013
|
March 31, 2014
|
March 31, 2013
|
|||||||||||||
Domestic operations
|
7,809.5 | 6,952.3 | 6,999.3 | 6,078.9 | ||||||||||||
Foreign operations
|
245.8 | 207.5 | 193.4 | 175.9 | ||||||||||||
Total
|
8,055.3 | 7,159.8 | 7,192.7 | 6,254.8 |
12.
|
Penalties/fines imposed by banking regulatory bodies
|
13.
|
Re-classification of investments of ICICI Bank Canada
|
14.
|
Additional disclosure
|
15.
|
Comparative figures
|
Deposits maturing during the year ended March 31,
|
||||
2015
|
1,501,408.1 | |||
2016
|
219,079.0 | |||
2017
|
228,093.5 | |||
2018
|
47,428.2 | |||
2019
|
60,782.6 | |||
Thereafter
|
16,378.6 | |||
Total time deposits
|
2,073,170.0 |
Fixed-rate obligations
|
Floating-rate
obligations
|
Total
|
||||||||||
Long-term debt maturing during the year ended March 31,
|
||||||||||||
2015
|
74,063.8 | 58,946.7 | 133,010.5 | |||||||||
2016
|
95,578.5 | 73,425.6 | 169,004.1 | |||||||||
2017
|
181,659.6 | 81,070.2 | 262,729.8 | |||||||||
2018
|
158,186.0 | 83,481.7 | 241,667.7 | |||||||||
2019
|
107,998.8 | 9,870.9 | 117,869.7 | |||||||||
Thereafter
|
327,322.5 | 32,261.5 | 359,584.0 | |||||||||
Total
|
944,809.2 | 339,056.6 | 1,283,865.8 | |||||||||
Less: Unamortized debt issue costs
|
(748.6 | ) | ||||||||||
Total
|
1,283,117.2 |
At March 31, 2014
|
||||||||||||||||
Category
|
Amount
|
Weighted
average
interest
rate
|
Range
|
Weighted
average
residual
maturity
(in years)
|
||||||||||||
Bonds issued to institutional/individual investors
|
370,474.3 | 9.4 | % |
5.4% to 14.2%
|
5.1 | |||||||||||
Refinance from financial institutions
|
21,139.5 | 9.3 | % |
6.3% to 10.6%
|
3.6 | |||||||||||
Borrowings from other banks
|
12,500.0 | 10.2 | % |
10.1% to 10.3%
|
2.1 | |||||||||||
Fixed deposits
|
3,358.2 | 8.9 | % |
7.5% to 11.5%
|
1.2 | |||||||||||
Preference shares
|
3,500.0 | 0.001 | % | 0.001% | 4.1 | |||||||||||
Total
|
410,972.0 | 9.4 | % | 4.9 |
At March 31, 2013 | ||||||||||||||||
Category
|
Amount
|
Weighted
average
interest
rate
|
Range
|
Weighted average
residual
maturity
(in years)
|
||||||||||||
Bonds issued to institutional /individual investors
|
374,087.8 | 9.4 | % |
5.3% to 14.2
|
% | 5.9 | ||||||||||
Refinance from financial institutions
|
22,755.2 | 9.2 | % |
6.3% to 11.3
|
% | 4.1 | ||||||||||
Borrowings from other banks
|
10,147.8 | 10.3 | % |
10.0% to 12.8
|
% | 2.6 | ||||||||||
Fixed deposits
|
3,796.7 | 8.8 | % |
7.3% to 11.5
|
% | 1.5 | ||||||||||
Preference shares
|
3,500.0 | 0.001 | % | 0.001 | % | 5.1 | ||||||||||
Total
|
414,287.5 | 9.3 | % | 5.7 | ||||||||||||
At March 31, 2014
|
|||||||||||||
Category
|
Amount
|
Weighted
average
interest
rate
|
Range
|
Weighted average
residual
maturity
(in years)
|
|||||||||
Bonds
|
454,546.0 | 5.1 | % |
0.8% to 7.3%
|
3.5 | ||||||||
Other borrowings
|
417,599.2 | 2.2 | % |
0.6% to 6.8%
|
3.3 | ||||||||
Total
|
872,145.2 | 3.7 | % | 3.4 | |||||||||
At March 31, 2013
|
|||||||||||||
Category
|
Amount
|
Weighted
average
interest
rate
|
Range
|
Weighted average
residual
maturity
(in years)
|
|||||||||
Bonds
|
380,613.6 | 5.1 | % |
1.8% to 8.0%
|
4.2 | ||||||||
Other borrowings
|
385,655.9 | 2.1 | % |
0.2% to 6.8%
|
2.8 | ||||||||
Total
|
766,269.5 | 3.6 | % | 3.5 | |||||||||
At March 31, 2014 | At March 31, 2013 | |||||||||||||||||||||||||||||||
Amortized cost/cost
|
Gross unrealized gain
|
Gross unrealized loss
|
Fair value
|
Amortized cost/cost
|
Gross unrealized gain
|
Gross unrealized loss
|
Fair value
|
|||||||||||||||||||||||||
Held to maturity
|
||||||||||||||||||||||||||||||||
Corporate debt securities
|
94,771.7 | 2,749.6 | (1,550.7 | ) | 95,970.6 | 70,765.0 | 1,285.5 | (200.7 | ) | 71,849.8 | ||||||||||||||||||||||
Government securities
|
924,589.0 | 828.4 | (43,940.2 | ) | 881,477.2 | 867,418.9 | 9,770.6 | (10,635.0 | ) | 866,554.5 | ||||||||||||||||||||||
Other securities
|
269,366.6 | 21.9 | (6.9 | ) | 269,381.6 | 212,742.8 | 8.1 | (9.1 | ) | 212,741.8 | ||||||||||||||||||||||
Total debt securities
|
1,288,727.3 | 3,599.9 | (45,497.8 | ) | 1,246,829.4 | 1,150,926.7 | 11,064.2 | (10,844.8 | ) | 1,151,146.1 | ||||||||||||||||||||||
Equity securities
|
567.3 | .. | .. | 567.3 | 567.3 | .. | .. | 567.3 | ||||||||||||||||||||||||
Other securities
|
3,753.1 | 110.3 | (117.2 | ) | 3,746.2 | 2,727.0 | 105.0 | (147.1 | ) | 2,684.9 | ||||||||||||||||||||||
Total
|
1,293,047.7 | 3,710.2 | (45,615.0 | ) | 1,251,142.9 | 1,154,221.0 | 11,169.2 | (10,991.9 | ) | 1,154,398.3 | ||||||||||||||||||||||
At March 31, 2014 | At March 31, 2013 | |||||||||||||||||||||||||||||||
Amortized cost/cost
|
Gross unrealized gain
|
Gross Unrealized loss
|
Fair value
|
Amortized cost/cost
|
Gross Unrealized gain
|
Gross Unrealized loss
|
Fair value
|
|||||||||||||||||||||||||
Available for sale
|
||||||||||||||||||||||||||||||||
Corporate debt securities
|
117,213.8 | 2,259.8 | (1,909.2 | ) | 117,564.4 | 169,496.8 | 3,533.2 | (505.2 | ) | 172,524.8 | ||||||||||||||||||||||
Government securities
|
202,088.1 | 745.1 | (534.8 | ) | 202,298.4 | 205,049.8 | 431.6 | (152.4 | ) | 205,329.0 | ||||||||||||||||||||||
Other securities
|
139,276.7 | 1,788.9 | (829.2 | ) | 140,236.4 | 94,511.9 | 707.7 | (1,118.8 | ) | 94,100.8 | ||||||||||||||||||||||
Total debt securities
|
458,578.6 | 4,793.8 | (3,273.2 | ) | 460,099.2 | 469,058.5 | 4,672.5 | (1,776.4 | ) | 471,954.6 | ||||||||||||||||||||||
Equity securities
|
38,307.1 | 12,175.9 | (6,999.2 | ) | 43,483.8 | 38,373.9 | 7,789.4 | (8,090.0 | ) | 38,073.3 | ||||||||||||||||||||||
Other securities
|
32,893.0 | 3,430.8 | (5,941.7 | ) | 30,382.1 | 37,564.4 | 2,412.8 | (6,643.6 | ) | 33,333.6 | ||||||||||||||||||||||
Total
|
529,778.7 | 20,400.5 | (16,214.1 | ) | 533,965.1 | 544,996.8 | 14,874.7 | (16,510.0 | ) | 543,361.5 | ||||||||||||||||||||||
Year ended March 31,
|
||||||||||||
2014
|
2013
|
2012
|
||||||||||
Interest
|
35,837.2 | 35,520.6 | 30,687.9 | |||||||||
Dividend
|
1,392.6 | 3,142.6 | 5,866.2 | |||||||||
Total
|
37,229.8 | 38,663.2 | 36,554.1 | |||||||||
Gross realized gain
|
8,031.0 | 6,679.1 | 8,198.7 | |||||||||
Gross realized loss
|
(2,680.2 | ) | (1,197.1 | ) | (4,378.9 | ) | ||||||
Total
|
5,350.8 | 5,482.0 | 3,819.8 | |||||||||
Year ended March 31,
|
||||||||||||
2014
|
2013
|
2012
|
||||||||||
Interest and dividend
|
15,849.2 | 16,045.7 | 11,203.0 | |||||||||
Realized gain/(loss) on sale of trading portfolio
|
1,804.4 | 3,300.8 | 1,157.1 | |||||||||
Unrealized gain/(loss) on trading portfolio
|
106.9 | 98.3 | 335.2 | |||||||||
Total
|
17,760.5 | 19,444.8 | 12,695.3 | |||||||||
Amortized cost
|
Fair value
|
|||||||
Corporate debt securities
|
||||||||
Less than one year
|
6,646.8 | 6,621.8 | ||||||
One to five years
|
40,077.5 | 39,656.3 | ||||||
Five to ten years
|
26,272.9 | 25,922.7 | ||||||
Greater than ten years
|
21,774.5 | 23,769.8 | ||||||
Total corporate debt securities
|
94,771.7 | 95,970.6 | ||||||
Government securities
|
||||||||
Less than one year
|
3,321.7 | 3,317.0 | ||||||
One to five years
|
255,120.3 | 249,206.6 | ||||||
Five to ten years
|
477,216.4 | 454,389.5 | ||||||
Greater than ten years
|
188,930.6 | 174,564.1 | ||||||
Total government securities
|
924,589.0 | 881,477.2 | ||||||
Other securities
|
||||||||
Less than one year
|
89,394.4 | 89,406.8 | ||||||
One to five years
|
127,297.5 | 127,299.6 | ||||||
Five to ten years
|
52,674.7 | 52,675.2 | ||||||
Greater than ten years
|
.. | .. | ||||||
Total other securities
|
269,366.6 | 269,381.6 | ||||||
Total debt securities classified as held to maturity
|
1,288,727.3 | 1,246,829.4 | ||||||
Amortized cost
|
Fair value
|
|||||||
Corporate debt securities
|
||||||||
Less than one year
|
17,748.8 | 18,276.0 | ||||||
One to five years
|
41,811.2 | 42,048.3 | ||||||
Five to ten years
|
40,783.5 | 40,706.2 | ||||||
Greater than ten years
|
16,870.3 | 16,533.9 | ||||||
Total corporate debt securities
|
117,213.8 | 117,564.4 |
Amortized cost
|
Fair value
|
|||||||
Government of India securities
|
||||||||
Less than one year
|
140,250.4 | 139,906.7 | ||||||
One to five years
|
31,290.1 | 31,308.1 | ||||||
Five to ten years
|
30,337.2 | 30,868.4 | ||||||
Greater than ten years
|
210.4 | 215.2 | ||||||
Total Government of India securities
|
202,088.1 | 202,298.4 | ||||||
Other securities
|
||||||||
Less than one year
|
33,565.5 | 33,660.2 | ||||||
One to five years
|
65,658.1 | 65,484.2 | ||||||
Five to ten years
|
18,914.7 | 19,075.8 | ||||||
Greater than ten years
|
21,138.4 | 22,016.2 | ||||||
Total other securities
|
139,276.7 | 140,236.4 | ||||||
Total debt securities classified as available for sale
|
458,578.6 | 460,099.2 | ||||||
At March 31,
|
||||||||
2014
|
2013
|
|||||||
Commercial loans
|
2,494,149.9 | 2,204,053.7 | ||||||
Term loans
|
1,912,313.8 | 1,726,107.4 | ||||||
Working capital facilities1
|
581,836.1 | 477,946.3 | ||||||
Consumer loans and credit card receivable
|
1,470,783.2 | 1,181,588.2 | ||||||
Mortgage loans
|
895,363.4 | 744,127.8 | ||||||
Other secured loans
|
486,413.9 | 361,977.8 | ||||||
Credit cards
|
36,163.5 | 36,386.2 | ||||||
Other unsecured loans
|
52,842.4 | 39,096.4 | ||||||
Lease financing
|
.. | .. | ||||||
At March 31,
|
||||||||
2014
|
2013
|
|||||||
Total gross advances
|
3,964,933.1 | 3,385,641.9 | ||||||
Provision for loan losses2
|
(91,515.3 | ) | (85,900.6 | ) | ||||
Total net advances
|
3,873,417.8 | 3,299,741.3 | ||||||
At March 31,
|
||||||||
2014
|
2013
|
|||||||
Less than one year
|
1,020,877.3 | 917,016.1 | ||||||
One to five years
|
2,173,044.0 | 1,903,317.4 | ||||||
Greater than five years
|
679,496.5 | 479,407.8 | ||||||
Total
|
3,873,417.8 | 3,299,741.3 | ||||||
Year ended March 31,
|
||||||||||||
2014
|
2013
|
2012
|
||||||||||
Commercial loans
|
203,640.8 | 189,402.4 | 154,014.7 | |||||||||
Consumer loans and credit card receivables
|
133,568.0 | 106,222.2 | 92,186.2 | |||||||||
Lease financing
|
.. | .. | 0.3 | |||||||||
Total
|
337,208.8 | 295,624.6 | 246,201.2 | |||||||||
At March 31,
|
||||||||
2014
|
2013
|
|||||||
Commercial loans
|
||||||||
Term loans
|
110,114.6 | 59,243.7 | ||||||
Working capital loans
|
23,036.5 | 7,675.3 | ||||||
Consumer loans
|
||||||||
Mortgage loans
|
296.7 | 387.8 | ||||||
Other secured loans
|
.. | .. | ||||||
Credit cards
|
.. | .. | ||||||
Other unsecured loans
|
.. | .. | ||||||
Lease financing
|
.. | .. | ||||||
Restructured loans, gross
|
133,447.8 | 67,306.8 | ||||||
Provision for loan losses
|
(11,235.0 | ) | (5,294.1 | ) | ||||
Restructured loans, net
|
122,212.8 | 62,012.7 | ||||||
At March 31,
|
||||||||
2014
|
2013
|
|||||||
Commercial loans
|
||||||||
Term loans
|
49,416.7 | 25,702.1 | ||||||
Working capital loans
|
40,127.4 | 31,916.2 | ||||||
Consumer loans
|
||||||||
Mortgage loans
|
7,685.0 | 7,918.3 | ||||||
Other secured loans
|
13,978.7 | 15,556.0 | ||||||
Credit cards
|
3,427.1 | 9,417.0 | ||||||
Other unsecured loans
|
7,877.5 | 16,265.3 | ||||||
Lease financing
|
.. | .. | ||||||
Non-performing loans, gross
|
122,512.4 | 106,774.9 | ||||||
Provision for loan losses
|
(77,914.7 | ) | (77,663.9 | ) | ||||
Non-performing loans, net
|
44,597.7 | 29,111.0 | ||||||
Year ended March 31,
|
||||||||||||
2014
|
2013
|
2012
|
||||||||||
Provision for loan losses at the beginning of the year
|
5,294.1 | 4,642.5 | 940.5 | |||||||||
Provision for loan losses made during the year
|
7,171.1 | 2,045.0 | 3,894.2 | |||||||||
Reduction/write-back of excess provision1
|
(1,230.2 | ) | (1,393.4 | ) | (192.2 | ) | ||||||
Provision for loan losses at the end of the year
|
11,235.0 | 5,294.1 | 4,642.5 | |||||||||
|
1. Includes provisions on restructured loans which were upgraded to standard assets/downgraded to non-performing assets during the period.
|
Year ended March 31,
|
||||||||||||
2014
|
2013
|
2012
|
||||||||||
Provision for loan losses at the beginning of the year
|
77,663.9 | 79,334.4 | 79,217.3 | |||||||||
Provision for loan losses made during the year
|
28,894.5 | 24,221.9 | 22,069.7 | |||||||||
Write-off/write-back of excess provision
|
(28,643.7 | ) | (25,892.4 | ) | (21,952.6 | ) | ||||||
Provision for loan losses at the end of the year
|
77,914.7 | 77,663.9 | 79,334.4 | |||||||||
Particulars
|
Commercial loans
|
Consumer loans & credit card receivables
|
Financial lease
|
Unallocated
|
Total
|
|||||||||||||||
A. Non-performing loans
|
||||||||||||||||||||
Aggregate provision for loan losses at the beginning of the year
|
35,022.0 | 42,641.9 | .. | .. | 77,663.9 | |||||||||||||||
Add: Provisions for loan losses
|
21,880.2 | 7,014.3 | .. | .. | 28,894.5 | |||||||||||||||
Less: Utilized for write-off of loans
|
(2,453.9 | ) | (19,584.1 | ) | .. | .. | (22,038.0 | ) | ||||||||||||
Less: Write back of excess provisions
|
(2,120.3 | ) | (4,485.4 | ) | .. | .. | (6,605.7 | ) | ||||||||||||
A. Aggregate provision for loan losses at the end of the year for non-performing loans
|
52,328.0 | 25,586.7 | .. | .. | 77,914.7 | |||||||||||||||
B. Aggregate provision for loan losses at the end of the year for performing loans including restructured loans
|
13,530.0 | 70.6 | .. | 21,443.8 | 35,044.4 | |||||||||||||||
C. Aggregate provision for loan losses at the end of the year (A) + (B)
|
65,858.0 | 25,657.3 | .. | 21,443.8 | 112,959.1 | |||||||||||||||
Ending balance: individually evaluated for impairment
|
65,858.0 | 25,657.3 | .. | .. | 91,515.3 | |||||||||||||||
Ending balance: collectively evaluated for impairment
|
.. | .. | .. | 21,443.8 | 21,443.8 | |||||||||||||||
Ending balance: loans acquired with deteriorated credit quality
|
.. | .. | .. | .. | .. | |||||||||||||||
Particulars
|
Commercial loans
|
Consumer loans & credit card receivables
|
Financial lease
|
Unallocated
|
Total
|
|||||||||||||||
A. Non-performing loans
|
||||||||||||||||||||
Aggregate provision for loan losses at the beginning of the year
|
22,406.8 | 56,927.6 | .. | .. | 79,334.4 | |||||||||||||||
Add: Provisions for loan losses
|
16,591.2 | 7,630.7 | .. | .. | 24,221.9 | |||||||||||||||
Less: Utilized for write-off of loans
|
(1,558.6 | ) | (15,338.8 | ) | .. | .. | (16,897.4 | ) | ||||||||||||
Less: Write back of excess provisions
|
(2,417.4 | ) | (6,577.6 | ) | .. | .. | (8,995.0 | ) | ||||||||||||
A. Aggregate provision for loan losses at the end of the year for non-performing loans
|
35,022.0 | 42,641.9 | .. | .. | 77,663.9 | |||||||||||||||
Particulars
|
Commercial loans
|
Consumer loans & credit card receivables
|
Financial lease
|
Unallocated
|
Total
|
|||||||||||||||
B. Aggregate provision for loan losses at the end of the year for performing loans including restructured loans
|
8,184.3 | 52.4 | .. | 19,095.2 | 27,331.9 | |||||||||||||||
C. Aggregate provision for loan losses at the end of the year (A) + (B)
|
43,206.3 | 42,694.3 | .. | 19,095.2 | 104,995.8 | |||||||||||||||
Ending balance: individually evaluated for impairment
|
43,206.3 | 42,694.3 | .. | .. | 85,900.6 | |||||||||||||||
Ending balance: collectively evaluated for impairment
|
.. | .. | .. | 19,095.2 | 19,095.2 | |||||||||||||||
Ending balance: loans acquired with deteriorated credit quality
|
.. | .. | .. | .. | .. | |||||||||||||||
Particulars
|
Current1
|
31 to 60 days
|
61 to 90 days
|
Above 90 days 2
|
Total past due 3
|
|||||||||||||||
Commercial loans
|
||||||||||||||||||||
Term loans
|
1,759,676.6 | 72,565.1 | 22,829.9 | 18,628.2 | 114,023.2 | |||||||||||||||
Working capital facilities4
|
506,760.6 | 27,412.6 | 2,711.6 | 4,408.0 | 34,532.2 | |||||||||||||||
Consumer loans
|
||||||||||||||||||||
Mortgage loans
|
881,422.0 | 3,627.3 | 2,413.5 | 169.7 | 6,210.5 | |||||||||||||||
Other secured loans
|
463,986.5 | 4,415.1 | 3,129.2 | 1,219.2 | 8,763.5 | |||||||||||||||
Credit cards
|
32,349.2 | 286.4 | 100.8 | .. | 387.2 | |||||||||||||||
Other unsecured loans
|
44,987.5 | 139.3 | 71.3 | 0.5 | 211.1 | |||||||||||||||
Lease financing
|
.. | .. | .. | .. | .. | |||||||||||||||
Total
|
3,689,182.4 | 108,445.8 | 31,256.3 | 24,425.6 | 164,127.7 | |||||||||||||||
1.
|
Loans up to 30 days past due are considered current.
|
2.
|
Includes loans guaranteed by government, crop related agriculture loans overdue less than 360 days and other loans assessed not impaired as per guidelines applicable to overseas banking subsidiaries.
|
3.
|
The amount disclosed represents the outstanding amount of the facility which has overdues, and not the borrower-level outstanding.
|
4.
|
Includes bills purchased and discounted, over drafts, cash credit and loans repayable on demand.
|
Particulars
|
Current1
|
31 to 60 days
|
61 to 90 days
|
Above 90 days 2
|
Total past due 3
|
|||||||||||||||
Commercial loans
|
||||||||||||||||||||
Term loans
|
1,594,716.5 | 84,053.3 | 24,247.6 | 16,287.5 | 124,588.4 | |||||||||||||||
Working capital facilities4
|
484,011.0 | 19,835.0 | 1,810.4 | 1,861.4 | 23,506.8 | |||||||||||||||
Consumer loans
|
||||||||||||||||||||
Mortgage loans
|
729,105.5 | 3,994.3 | 2,762.7 | 300.5 | 7,057.5 | |||||||||||||||
Other secured loans
|
278,100.0 | 3,502.2 | 2,205.4 | 1,031.8 | 6,739.4 | |||||||||||||||
Credit cards
|
26,452.2 | 390.0 | 127.1 | .. | 517.1 | |||||||||||||||
Other unsecured loans
|
22,763.9 | 41.0 | 23.2 | .. | 64.2 | |||||||||||||||
Lease financing
|
.. | .. | .. | .. | .. | |||||||||||||||
Total
|
3,135,149.1 | 111,815.8 | 31,176.4 | 19,481.2 | 162,473.4 | |||||||||||||||
1.
|
Loans up to 30 days past due are considered current.
|
2.
|
Includes loan guaranteed by government, crop related agriculture loans overdue less than 360 days and other loans assessed not impaired as per guidelines applicable to overseas banking subsidiaries.
|
3.
|
The amount disclosed represents the outstanding amount of the facility which has overdues, and not the borrower-level outstanding.
|
4.
|
Includes bills purchased and discounted, over drafts, cash credit and loans repayable on demand.
|
Total recorded investment in non-performing loans (net of provision)
|
Total recorded investment in respect of which non-performing loans provision calculated (net of provision)
|
Total recorded investment in respect of which non-performing loans provision not calculated
|
Unpaid principal amount
|
|||||||||||||
Commercial loans
|
||||||||||||||||
Term loans
|
27,511.1 | 27,511.1 | .. | 49,416.7 | ||||||||||||
Working capital facilities
|
9,705.0 | 9,705.0 | .. | 40,127.4 | ||||||||||||
Consumer loans
|
||||||||||||||||
Mortgage loans
|
3,743.9 | 3,743.9 | .. | 7,685.0 | ||||||||||||
Other secured loans
|
3,288.9 | 3,288.9 | .. | 13,978.7 | ||||||||||||
Credit cards
|
248.2 | 248.2 | .. | 3,427.1 | ||||||||||||
Other unsecured loans
|
100.6 | 100.6 | .. | 7,877.5 | ||||||||||||
Lease financing
|
.. | .. | .. | .. | ||||||||||||
Total
|
44,597.7 | 44,597.7 | .. | 122,512.4 | ||||||||||||
Total recorded investment in non-performing loans (Net of provision)
|
Total recorded investment in respect of which non-performing loans provision calculated (net of provision)
|
Total recorded investment in respect of which non-performing loans provision not calculated
|
Unpaid
principal amount
|
|||||||||||||
Commercial loans
|
||||||||||||||||
Term loans
|
12,907.6 | 12,907.6 | .. | 25,702.1 | ||||||||||||
Working capital facilities
|
9,688.7 | 9,688.7 | .. | 31,916.2 | ||||||||||||
Consumer loans
|
||||||||||||||||
Mortgage loans
|
4,152.2 | 4,152.2 | .. | 7,918.3 | ||||||||||||
Other secured loans
|
2,120.1 | 2,120.1 | .. | 15,556.0 | ||||||||||||
Credit cards
|
195.1 | 195.1 | .. | 9,417.0 | ||||||||||||
Other unsecured loans
|
47.3 | 47.3 | .. | 16,265.3 | ||||||||||||
Lease financing
|
.. | .. | .. | .. | ||||||||||||
Total
|
29,111.0 | 29,111.0 | .. | 106,774.9 | ||||||||||||
Grade
|
Definition
|
(I) Investment grade
|
Entities/obligations are judged to offer moderate to high safety with regard to timely payment of financial obligations.
|
AAA, AA+, AA, AA-, 1, 2A-C
|
Entities/obligations are judged to offer high safety with regard to timely payment of financial obligations.
|
A+, A, A-, 3A-C
|
Entities/obligations are judged to offer an adequate degree of safety with regard to timely payment of financial obligations.
|
BBB+, BBB and BBB-, 4A-C
|
Entities/obligations are judged to offer moderate safety with regard to timely payment of financial obligations.
|
(II) Below investment grade (BB and B, D, 5, 6, 7, 8)
|
Entities/obligations are judged to carry inadequate safety with regard to timely payment of financial obligations.
|
Year ended
March 31, 2014
|
Year ended
March 31, 2013
|
|||||||
Rating grades
|
||||||||
Investment grade
|
3,377,322.7 | 2,878,828.1 | ||||||
AAA, AA+, AA, AA-, 1, 2A-C
|
1,092,268.7 | 837,644.9 | ||||||
A+, A, A-, 3 A-C
|
877,698.6 | 804,903.2 | ||||||
BBB+, BBB and BBB-, 4A-C
|
1,407,355.4 | 1,236,280.0 | ||||||
Below investment grade
|
434,932.7 | 366,821.6 | ||||||
Unrated
|
61,162.4 | 54,091.6 | ||||||
Net loans
|
3,873,417.8 | 3,299,741.3 | ||||||
Year ended March 31,
|
||||||||||||
2014
|
2013
|
2012
|
||||||||||
Number of accounts1
|
2 | 4 | 2 | |||||||||
Aggregate value (net of provisions) of accounts sold to SC/RC
|
1,508.6 | 82.9 | 44.4 | |||||||||
Aggregate consideration
|
1,776.0 | 116.5 | 94.1 | |||||||||
Additional consideration realized in respect of accounts transferred in earlier years2
|
.. | .. | .. | |||||||||
Aggregate gain/(loss) over net book value
|
267.4 | 33.6 | 49.7 | |||||||||
1.
|
Excludes accounts previously written-off.
|
2.
|
During the year ended March 31, 2014, ARCs have fully redeemed five security receipts. Gain/loss during the year ended March 31, 2014 amounted to Rs. 6.2 million (March 31, 2013: Nil).
|
Year ended March 31,
|
||||||||||||
2014
|
2013
|
2012
|
||||||||||
No. of accounts
|
1 | 2 | 1 | |||||||||
Aggregate value (net of provisions) of accounts sold, excluding those sold to SC/RC
|
.. | 78.8 | 642.0 | |||||||||
Aggregate consideration
|
199.0 | 100.1 | 641.0 | |||||||||
Aggregate gain/(loss) over net book value
|
199.0 | 21.3 | (1.0 | ) |
Particulars
|
Notional amount
|
Gross positive fair value
|
Gross negative fair value
|
Gain/(loss) on derivatives3
|
Credit exposure
|
|||||||||||||||
Interest rate derivatives1
|
3,130,220.5 | 29,742.3 | (28,521.3 | ) | 2,443.6 | 57,999.1 | ||||||||||||||
Currency derivatives (including foreign exchange derivatives)2
|
3,808,386.9 | 102,162.4 | (103,182.9 | ) | (1,258.1 | ) | 234,332.1 | |||||||||||||
Equity derivatives
|
105.4 | 2.3 | .. | (22.0 | ) | 105.4 | ||||||||||||||
Un-funded credit derivatives
|
.. | .. | .. | 50.8 | .. |
1.
|
Foreign currency interest rate swaps, forward rate agreements and swap options are included in interest rate derivatives.
|
2.
|
Foreign currency options, cross currency interest rate swaps and foreign currency futures are included in currency derivatives.
|
3.
|
The Bank has additionally recorded a gain of Rs. 208.4 million mainly due to recoveries of credit losses booked in earlier years.
|
Particulars
|
Notional amount
|
Gross positive fair value
|
Gross negative fair value
|
Gain/(loss) on derivatives3
|
Credit exposure
|
|||||||||||||||
Interest rate derivatives1
|
3,201,199.1 | 27,983.1 | (23,362.6 | ) | 89.1 | 56,050.2 | ||||||||||||||
Currency derivatives (including foreign exchange derivatives)2
|
3,865,370.5 | 81,700.6 | (79,665.5 | ) | 2,876.1 | 216,579.3 | ||||||||||||||
Equity derivatives
|
14.1 | .. | .. | 14.6 | 213.9 | |||||||||||||||
Un-funded credit derivatives
|
3,467.3 | 109.5 | (76.6 | ) | 344.1 | 3,760.0 |
1.
|
Foreign currency interest rate swaps, forward rate agreements and swap options are included in interest rate derivatives.
|
2.
|
Foreign currency options, cross currency interest rate swaps and foreign currency futures are included in currency derivatives.
|
3.
|
The Bank has additionally recorded a loss of Rs. 52.4 million due to credit losses.
|
Particulars
|
Notional amount
|
Gross positive fair value
|
Gross negative fair value
|
Credit exposure
|
||||||||||||
Interest rate derivatives1
|
449,022.3 | 14,875.0 | (1,590.4 | ) | 21,878.0 | |||||||||||
Currency derivatives (including foreign exchange derivatives)2
|
46,672.0 | 1,501.0 | (5.7 | ) | 5,914.4 | |||||||||||
1.
|
Foreign currency interest rate swaps, forward rate agreements and swap options are included in interest rate derivatives.
|
2.
|
Foreign currency options, cross currency interest rate swaps and foreign currency futures are included in currency derivatives.
|
Particulars
|
Notional amount
|
Gross positive fair value
|
Gross negative fair value
|
Credit exposure
|
||||||||||||
Interest rate derivatives1
|
310,501.5 | 22,126.2 | (433.7 | ) | 26,656.3 | |||||||||||
Currency derivatives (including foreign exchange derivatives)2
|
15,053.6 | 202.9 | (122.6 | ) | 1,498.4 | |||||||||||
1.
|
Foreign currency interest rate swaps, forward rate agreements and swap options are included in interest rate derivatives.
|
2.
|
Foreign currency options, cross currency interest rate swaps and foreign currency futures are included in currency derivatives.
|
14.
|
Tax contingencies
|
Sr.
No.
|
Particulars
|
Retail
Banking
|
Wholesale
Banking
|
Treasury
|
Other banking
business
|
Life insurance
|
General insurance
|
Others
|
Inter segment adjustment
|
Total
|
|||||||||||||||||||||||||||
1 |
Revenue
|
274,116.0 | 324,024.8 | 392,902.4 | 32,231.1 | 159,902.0 | 57,122.0 | 33,494.9 | (478,154.7 | ) | 795,638.5 | ||||||||||||||||||||||||||
External revenue
|
125,653.2 | 253,854.2 | 139,516.1 | 29,234.1 | 159,773.9 | 55,835.3 | 31,771.7 | .. | 795,638.5 | ||||||||||||||||||||||||||||
Revenue from transfer pricing on external liabilities and other internal revenue
|
148,462.8 | 70,170.6 | 253,386.3 | 2,997.0 | 128.1 | 1,286.7 | 1,723.2 | (478,154.7 | ) | .. | |||||||||||||||||||||||||||
2 |
Segment results
|
18,295.2 | 65,886.3 | 52,565.0 | 9,031.5 | 15,292.4 | 5,202.4 | 9,784.2 | (13,190.7 | ) | 162,866.3 | ||||||||||||||||||||||||||
3 |
Unallocated expenses
|
.. | |||||||||||||||||||||||||||||||||||
4 |
Operating profit (2) – (3)
|
162,866.3 | |||||||||||||||||||||||||||||||||||
5 |
Income tax expenses (net)/(net deferred tax credit)
|
46,095.1 | |||||||||||||||||||||||||||||||||||
6 |
Net profit1 (4) - (5)
|
116,771.2 | |||||||||||||||||||||||||||||||||||
Other information
|
|||||||||||||||||||||||||||||||||||||
7 |
Segment assets
|
991,908.9 | 2,426,741.3 | 2,370,923.6 | 681,783.0 | 815,256.1 | 131,928.9 | 198,767.9 | (196,843.6 | ) | 7,420,466.1 | ||||||||||||||||||||||||||
8 |
Unallocated assets2
|
54,790.7 | |||||||||||||||||||||||||||||||||||
9 |
Total assets (7) + (8)
|
7,475,256.8 | |||||||||||||||||||||||||||||||||||
10 |
Segment liabilities
|
2,388,971.3 | 1,048,445.5 | 2,408,594.4 | 3 | 672,409.6 | 3 | 816,826.0 | 3 | 135,456.3 | 3 | 201,397.4 | 3 | (196,843.7 | ) | 7,475,256.8 | |||||||||||||||||||||
11 |
Unallocated liabilities
|
.. | |||||||||||||||||||||||||||||||||||
12 |
Total liabilities (10) + (11)
|
7,475,256.8 | |||||||||||||||||||||||||||||||||||
13 |
Capital expenditure
|
5,765.3 | 628.6 | 18.8 | 190.5 | 804.7 | 347.5 | 299.9 | .. | 8,055.3 | |||||||||||||||||||||||||||
14 |
Depreciation & amortization
|
4,357.2 | 1,044.3 | 12.5 | 488.5 | 468.4 | 496.9 | 350.7 | (25.8 | ) | 7,192.7 |
1.
|
Includes share of net profit of minority shareholders.
|
2.
|
Includes tax paid in advance/tax deducted at source (net) and deferred tax asset (net).
|
3.
|
Includes share capital and reserves and surplus.
|
Sr.
No.
|
Particulars
|
Retail
Banking
|
Wholesale
Banking
|
Treasury
|
Other banking
business
|
Life insurance
|
General insurance
|
Others
|
Inter segment adjustment
|
Total
|
|||||||||||||||||||||||||||
1 |
Revenue
|
225,856.3 | 313,687.6 | 355,981.5 | 28,346.2 | 173,760.3 | 50,433.0 | 29,968.0 | (435,988.9 | ) | 742,044.0 | ||||||||||||||||||||||||||
External revenue
|
94,287.7 | 238,497.2 | 129,236.4 | 28,741.6 | 173,613.9 | 49,261.1 | 28,406.1 | .. | 742,044.0 | ||||||||||||||||||||||||||||
Revenue from transfer pricing on external liabilities and other internal revenue
|
131,568.6 | 75,190.4 | 226,745.1 | (395.4 | ) | 146.4 | 1,171.9 | 1,561.9 | (435,988.9 | ) | .. | ||||||||||||||||||||||||||
2 |
Segment results
|
9,545.5 | 66,188.6 | 36,613.3 | 6,410.1 | 15,696.5 | 2,816.8 | 7,817.3 | (8,920.5 | ) | 136,167.6 | ||||||||||||||||||||||||||
3 |
Unallocated expenses
|
.. | |||||||||||||||||||||||||||||||||||
4 |
Operating profit (2) – (3)
|
136,167.6 | |||||||||||||||||||||||||||||||||||
5 |
Income tax expenses (net)/ (net deferred tax credit)
|
34,868.8 | |||||||||||||||||||||||||||||||||||
6 |
Net profit1 (4) - (5)
|
101,298.8 | |||||||||||||||||||||||||||||||||||
Other information
|
|||||||||||||||||||||||||||||||||||||
7 |
Segment assets
|
729,750.3 | 2,269,628.7 | 2,275,315.5 | 528,156.9 | 751,970.8 | 115,962.4 | 191,259.5 | (182,506.0 | ) | 6,679,538.1 | ||||||||||||||||||||||||||
8 |
Unallocated assets2
|
68,679.0 | |||||||||||||||||||||||||||||||||||
9 |
Total assets (7) + (8)
|
6,748,217.1 | |||||||||||||||||||||||||||||||||||
10 |
Segment liabilities
|
2,043,187.5 | 1,071,994.1 | 2,244,231.8 | 3 | 504,637.5 | 3 | 753,500.5 | 3 | 118,686.9 | 3 | 194,484.8 | 3 | (182,506.0 | ) | 6,748,217.1 | |||||||||||||||||||||
11 |
Unallocated liabilities
|
.. | |||||||||||||||||||||||||||||||||||
12 |
Total liabilities (10) + (11)
|
6,748,217.1 | |||||||||||||||||||||||||||||||||||
13 |
Capital expenditure
|
4,426.2 | 1,188.2 | 10.8 | 148.6 | 319.7 | 380.0 | 873.9 | (187.6 | ) | 7,159.8 | ||||||||||||||||||||||||||
14 |
Depreciation & amortization
|
3,540.8 | 991.8 | 18.4 | 486.6 | 409.8 | 488.0 | 345.2 | (25.8 | ) | 6,254.8 |
1.
|
Includes share of net profit of minority shareholders.
|
2.
|
Includes tax paid in advance/tax deducted at source (net) and deferred tax asset (net).
|
3.
|
Includes share capital and reserves and surplus.
|
Sr.
No.
|
Particulars
|
Retail
Banking
|
Wholesale
Banking
|
Treasury
|
Other banking business
|
Life insurance
|
General insurance
|
Others
|
Inter segment adjustment
|
Total
|
|||||||||||||||||||||||||||
1 |
Revenue
|
197,112.7 | 261,713.1 | 301,868.5 | 25,138.6 | 176,203.5 | 43,301.6 | 29,698.1 | (368,453.3 | ) | 666,582.8 | ||||||||||||||||||||||||||
External revenue
|
87,321.3 | 194,646.5 | 112,876.7 | 25,041.5 | 175,964.4 | 42,299.8 | 28,432.6 | .. | 666,582.8 | ||||||||||||||||||||||||||||
Revenue from transfer pricing on external liabilities and other internal revenue
|
109,791.4 | 67,066.6 | 188,991.8 | 97.1 | 239.1 | 1,001.8 | 1,265.5 | (368,453.3 | ) | .. | |||||||||||||||||||||||||||
2 |
Segment results
|
5,499.9 | 62,077.3 | 22,441.1 | 3,928.2 | 14,137.2 | (3,952.1 | ) | 8,108.6 | (5,373.7 | ) | 106,866.5 | |||||||||||||||||||||||||
3 |
Unallocated expenses
|
.. | |||||||||||||||||||||||||||||||||||
4 |
Operating profit (2) – (3)
|
106,866.5 | |||||||||||||||||||||||||||||||||||
5 |
Income tax expenses (net)/
(net deferred tax credit)
|
27,490.2 | |||||||||||||||||||||||||||||||||||
6 |
Net profit1 (4) - (5)
|
79,376.3 | |||||||||||||||||||||||||||||||||||
Other information
|
|||||||||||||||||||||||||||||||||||||
7 |
Segment assets
|
697,767.7 | 1,940,355.9 | 2,169,050.0 | 515,748.1 | 714,507.2 | 103,370.1 | 174,105.1 | (188,245.7 | ) | 6,126,658.4 | ||||||||||||||||||||||||||
8 |
Unallocated assets2
|
66,210.6 | |||||||||||||||||||||||||||||||||||
9 |
Total assets (7) + (8)
|
6,192,869.0 | |||||||||||||||||||||||||||||||||||
10 |
Segment liabilities
|
1,766,275.9 | 876,508.2 | 2,237,617.8 | 3 | 501,918.2 | 3 | 716,543.7 | 3 | 105,251.5 | 3 | 176,999.4 | 3 | (188,245.7 | ) | 6,192,869.0 | |||||||||||||||||||||
11 |
Unallocated liabilities
|
.. | |||||||||||||||||||||||||||||||||||
12 |
Total liabilities (10) + (11)
|
6,192,869.0 | |||||||||||||||||||||||||||||||||||
13 |
Capital expenditure
|
3,215.5 | 462.7 | 6.2 | 324.0 | 1,052.2 | 765.2 | 272.0 | .. | 6,097.8 | |||||||||||||||||||||||||||
14 |
Depreciation & amortization
|
3,544.7 | 1,236.3 | 21.2 | 576.5 | 555.8 | 445.8 | 356.8 | (22.7 | ) | 6,714.4 |
1.
|
Includes share of net profit of minority shareholders.
|
2.
|
Includes tax paid in advance/tax deducted at source (net) and deferred tax asset (net).
|
3.
|
Includes share capital and reserves and surplus.
|
Number of shares
|
Weighted-average exercise price (Rs.)
|
Weighted-average remaining contractual life (Number of years)
|
Aggregate intrinsic value
(Rs. in million)
|
|||||||||||||
Outstanding at the beginning of the year
|
25,980,453 | 855.18 | 6.20 | 5,174.2 | ||||||||||||
Add: Granted during the year
|
4,419,650 | 1,177.17 | ||||||||||||||
Less: Lapsed during the year
|
890,210 | 961.65 | ||||||||||||||
Less: Exercised during the year
|
1,405,540 | 530.56 | ||||||||||||||
Outstanding at the end of the year
|
28,104,353 | 918.68 | 5.90 | 9,564.5 | ||||||||||||
Options exercisable
|
14,608,343 | 833.48 | 4.13 | 6,216.1 |
Number of shares
|
Weighted- average exercise price
(Rs.)
|
Weighted-average remaining contractual life (Number of years)
|
Aggregate intrinsic value
(Rs. in million)
|
|||||||||||||
Outstanding at the beginning of the year
|
23,199,545 | 846.94 | 6.54 | 2,565.6 | ||||||||||||
Add: Granted during the year
|
4,450,200 | 844.53 | ||||||||||||||
Less: Lapsed during the year
|
802,019 | 929.35 | ||||||||||||||
Less: Exercised during the year
|
867,273 | 511.63 | ||||||||||||||
Outstanding at the end of the year
|
25,980,453 | 855.18 | 6.20 | 5,174.2 | ||||||||||||
Options exercisable
|
13,597,383 | 793.57 | 4.43 | 3,476.2 |
Range of exercise price
(Rupees per share)
|
Number of shares
|
Weighted- average exercise price (Rs.)
|
Weighted-average remaining contractual life
(Number of years)
|
Aggregate intrinsic value
(Rs. in million)
|
||||||||
300-599 | 3,702,278 | 487.34 | 2.17 | 2,856.9 | ||||||||
600-999 | 9,333,135 | 924.83 | 4.42 | 3,118.9 | ||||||||
1,000-1,399 | 1,572,930 | 1106.22 | 7.04 | 240.3 |
Range of exercise price
(Rupees per share)
|
Number of shares
|
Weighted- average exercise price (Rs.)
|
Weighted-average remaining contractual life
(Number of years)
|
Aggregate intrinsic value
(Rs. in million)
|
||||||||
105-299 | 12,675 | 132.05 | 0.07 | 11.6 | ||||||||
300-599 | 4,423,618 | 476.85 | 2.86 | 2,514.2 | ||||||||
600-999 | 8,249,000 | 930.02 | 4.89 | 950.1 | ||||||||
1,000-1,399 | 912,090 | 1,104.86 | 7.92 | 0.3 |
Shares
|
Weighted-average fair value at grant date (Rupees)
|
|||||||
Unvested at April 1, 2013
|
12,383,070 | 491.57 | ||||||
Add: Granted during the year
|
4,419,650 | 592.94 | ||||||
Less: Vested during the year
|
2,729,720 | 464.45 | ||||||
Less: Forfeited (unvested) during the year
|
576,990 | 513.34 | ||||||
Unvested at March 31, 2014
|
13,496,010 | 529.32 |
Shares
|
Weighted-average fair value at grant date (Rupees)
|
|||||||
Unvested at April 1, 2012
|
11,179,890 | 491.52 | ||||||
Add: Granted during the year
|
4,450,200 | 434.91 | ||||||
Less: Vested during the year
|
2,848,740 | 406.15 | ||||||
Less: Forfeited (unvested) during the year
|
398,280 | 468.24 | ||||||
Unvested at March 31, 2013
|
12,383,070 | 491.57 |
Year ended March 31,
|
|||||
2014
|
2013
|
2012
|
|||
Risk-free interest rate
|
7.60% to 9.12%
|
7.99% to 8.87%
|
7.99% to 9.07%
|
||
Expected life
|
6.35 years
|
6.35 years
|
6.35 to 6.98 years
|
||
Expected volatility
|
48.70% to 48.96%
|
48.99% to 49.55%
|
47.53% to 49.20%
|
||
Expected dividend yield
|
1.70% to 1.96%
|
1.52% to 1.96%
|
1.26% to 1.60%
|
Year ended March 31,
|
||||||||||||
2014
|
2013
|
2012
|
||||||||||
Interest and dividend income
|
494,792.5 | 448,845.9 | 379,948.6 | |||||||||
Interest expense
|
297,106.1 | 282,854.1 | 250,132.5 | |||||||||
Net interest income
|
197,686.4 | 165,991.8 | 129,816.1 | |||||||||
Provision for loan losses & others
|
27,373.9 | 19,234.0 | 12,889.7 | |||||||||
Provision for investments
|
1,628.8 | 1,717.7 | 1,173.7 | |||||||||
Net interest income after provision for loan losses and investments
|
168,683.7 | 145,040.1 | 115,752.7 | |||||||||
Non-interest income
|
300,846.1 | 293,198.1 | 286,634.2 | |||||||||
Non-interest expense
|
306,663.5 | 302,070.5 | 295,520.5 | |||||||||
Income before income taxes, minority interest
|
162,866.3 | 136,167.7 | 106,866.4 | |||||||||
Income tax expense
|
46,095.1 | 34,868.8 | 27,490.1 | |||||||||
Income before minority interest
|
116,771.2 | 101,298.9 | 79,376.3 | |||||||||
Less: Minority interest
|
6,357.5 | 5,262.7 | 2,947.0 | |||||||||
Net income
|
110,413.7 | 96,036.1 | 76,429.3 | |||||||||
Year ended March 31,
|
||||||||||||
2014
|
2013
|
2012
|
||||||||||
Earnings per equity share: (Rs.)
|
||||||||||||
Basic
|
95.65 | 83.29 | 66.33 | |||||||||
Diluted
|
95.14 | 82.84 | 66.06 | |||||||||
Weighted average number of equity shares used in computing earnings per equity share (millions)
|
||||||||||||
Basic
|
1,154 | 1,153 | 1,152 | |||||||||
Diluted
|
1,159 | 1,157 | 1,156 |
At March 31,
|
||||||||
2014
|
2013
|
|||||||
Assets
|
||||||||
Cash and cash equivalents
|
482,582.3 | 493,708.6 | ||||||
Investments1
|
2,676,094.4 | 2,556,666.8 | ||||||
Loans, net1,2
|
3,873,417.8 | 3,299,741.3 | ||||||
Property, plant and equipment3
|
55,055.6 | 54,734.6 | ||||||
Goodwill
|
1,432.3 | 1,432.3 | ||||||
Deferred tax asset (net)
|
9,297.8 | 26,806.0 | ||||||
Interest accrued, outstanding fees and other income
|
62,963.1 | 58,726.5 | ||||||
Assets held for sale
|
863.6 | 576.8 | ||||||
Other assets
|
313,549.9 | 255,824.2 | ||||||
Total assets
|
7,475,256.8 | 6,748,217.1 | ||||||
Liabilities
|
||||||||
Interest-bearing deposits
|
3,151,480.4 | 2,768,000.0 | ||||||
Non-interest bearing deposits
|
443,646.4 | 379,705.3 | ||||||
Short-term borrowings and trading liabilities
|
552,303.5 | 548,325.2 | ||||||
Long-term debt
|
1,279,617.2 | 1,177,057.0 | ||||||
Redeemable preferred stock
|
3,500.0 | 3,500.0 | ||||||
Other liabilities
|
1,260,303.3 | 1,166,947.9 | ||||||
Total liabilities
|
6,690,850.8 | 6,043,535.4 | ||||||
Minority interest
|
20,107.6 | 17,057.6 | ||||||
Stockholders’ equity
|
764,298.4 | 687,624.1 | ||||||
Total liabilities and stockholders’ equity
|
7,475,256.8 | 6,748,217.1 | ||||||
1.
|
Includes financial securities amounting to Rs. 152,943.2 million pledged as security towards short-term borrowings amounting to Rs. 141,962.4 million.
|
2.
|
Includes loans amounting to Rs. 107,324.2 million pledged as security towards long-term borrowings amounting to Rs. 106,742.2 million.
|
3.
|
Includes property, plant and equipment amounting to Rs. 23.8 million, pledged in addition to negative lien on book debts as security, towards long-term borrowings amounting to Rs. 8,800.0 million.
|
Equity share capital
|
Employee
stock options outstanding
|
Securities premium
|
Revenue and
other reserves1
|
Other special reserves2
|
||||||||||||||||
Balance at April 1, 2011
|
11,518.2 | 2.9 | 313,321.9 | 94,356.4 | 133,825.6 | |||||||||||||||
Proceeds from issue of share capital
|
9.5 | .. | 654.0 | .. | .. | |||||||||||||||
Additions during the year
|
.. | 21.0 | .. | 32,020.5 | 36,326.3 | |||||||||||||||
Deductions during the year
|
.. | .. | .. | (2,225.3 | ) | (7,066.0 | ) | |||||||||||||
Balance at March 31, 2012
|
11,527.7 | 23.9 | 313,975.9 | 124,151.6 | 163,085.9 | |||||||||||||||
|
1. Includes revenue and other reserves and balance in profit and loss account.
|
|
2. Includes statutory reserve, special reserve, unrealized investment reserve, capital reserve fund, foreign currency translation reserve and reserve fund.
|
Equity share capital
|
Employee stock options outstanding
|
Securities premium
|
Revenue and
other reserves1
|
Other special reserves2
|
||||||||||||||||
Balance at April 1, 2012
|
11,527.7 | 23.9 | 313,975.9 | 124,151.6 | 163,085.9 | |||||||||||||||
Proceeds from issue of share capital
|
8.7 | .. | 516.5 | .. | .. | |||||||||||||||
Additions during the year
|
.. | 20.9 | .. | 41,412.8 | 35,083.3 | |||||||||||||||
Deductions during the year
|
.. | .. | .. | (2,121.5 | ) | (61.6 | ) | |||||||||||||
Balance at March 31, 2013
|
11,536.4 | 44.8 | 314,492.4 | 163,442.9 | 198,107.6 | |||||||||||||||
|
1. Includes revenue and other reserves and balance in profit and loss account.
|
|
2. Includes statutory reserve, special reserve, unrealized investment reserve, capital reserve fund, foreign currency translation reserve and reserve fund.
|
Equity share capital
|
Employee stock options outstanding
|
Securities premium
|
Revenue and
other reserves1
|
Other special reserves2
|
||||||||||||||||
Balance at April 1, 2013
|
11,536.4 | 44.8 | 314,492.4 | 163,442.9 | 198,107.6 | |||||||||||||||
Proceeds from issue of share capital
|
14.0 | .. | 1,045.4 | .. | .. | |||||||||||||||
Additions during the year
|
.. | 20.9 | .. | 44,886.6 | 47,540.1 | |||||||||||||||
Deductions during the year
|
.. | .. | .. | (14,519.7 | 3) | (2,313.0 | ) | |||||||||||||
Balance at March 31, 2014
|
11,550.4 | 65.7 | 315,537.8 | 193,809.8 | 243,334.7 | |||||||||||||||
|
1. Includes revenue and other reserves and balance in profit and loss account.
|
|
2. Includes statutory reserve, special reserve, unrealized investment reserve, capital reserve fund, foreign currency translation reserve and reserve fund.
|
|
3. Includes Rs. 14,192.3 million utilized for creation of deferred tax liability on balance in Special Reserve at March 31, 2013 in accordance with Reserve Bank of India circular dated December 20, 2013.
|
March 31, 2014
|
March 31, 2013
|
March 31, 2012
|
||||||||||
Balance at the beginning of the year
|
103,294.6 | 68,048.8 | 40,077.7 | |||||||||
Additions during the year
|
110,413.7 | 96,036.1 | 76,429.4 | |||||||||
Proposed dividend
|
(30,188.5 | ) | (27,015.2 | ) | (22,281.9 | ) | ||||||
Deductions during the year
|
(38,044.2 | ) | (33,775.1 | ) | (26,176.4 | ) | ||||||
Balance at the end of the year
|
145,475.6 | 103,294.6 | 68,048.8 | |||||||||
Year ended March 31,
|
||||||||||||
2014
|
2013
|
2012
|
||||||||||
Conversions of loans to shares
|
3,591.9 | 1,176.1 | 8,493.8 | |||||||||
Interest paid
|
287,917.7 | 284,851.3 | 248,148.7 |
At March 31, 2014
|
At March 31, 2013
|
|||||||||||||||
Carrying value
|
Estimated fair value
|
Carrying value
|
Estimated fair value
|
|||||||||||||
Financial assets
|
||||||||||||||||
Cash and balances with Reserve Bank of India
|
220,969.3 | 220,969.3 | 193,062.0 | 193,062.0 | ||||||||||||
Balances with banks and money at call and short notice
|
261,613.0 | 261,613.0 | 300,646.5 | 300,646.5 | ||||||||||||
Investments
|
2,676,094.4 | 2,635,486.9 | 2,556,666.8 | 2,559,776.2 | ||||||||||||
Advances
|
3,873,417.8 | 3,863,829.3 | 3,299,741.3 | 3,270,295.8 | ||||||||||||
Other assets
|
329,443.4 | 329,443.4 | 272,741.9 | 272,741.9 | ||||||||||||
Total
|
7,361,537.9 | 7,311,341.9 | 6,622,858.5 | 6,596,522.4 | ||||||||||||
Financial liabilities
|
||||||||||||||||
Interest-bearing deposits
|
3,151,480.4 | 3,169,837.1 | 2,768,000.1 | 2,787,973.4 | ||||||||||||
Non-interest-bearing deposits
|
443,646.4 | 443,646.4 | 379,705.3 | 379,705.3 | ||||||||||||
Borrowings1
|
1,835,420.7 | 1,858,378.0 | 1,728,882.2 | 1,756,133.6 | ||||||||||||
Other liabilities and provisions
|
1,235,880.3 | 1,235,880.3 | 1,146,502.4 | 1,146,502.4 | ||||||||||||
Total
|
6,666,427.8 | 6,707,741.8 | 6,023,090.0 | 6,070,314.7 | ||||||||||||
20.
|
Differences between Indian GAAP and U.S. GAAP
|
Note
|
Year ended March 31,
|
||||||||||||
2014
|
2013
|
2012
|
|||||||||||
Consolidated profit after tax as per Indian GAAP excluding minority interests1
|
110,413.7 | 96,036.1 | 76,429.3 | ||||||||||
Adjustments on account of:
|
|||||||||||||
Allowance for loan losses
|
(a)
|
(8,720.4 | ) | (1,349.5 | ) | 2,009.8 | |||||||
Business combinations
|
(b)
|
(776.8 | ) | (1,127.4 | ) | (1,953.6 | ) | ||||||
Consolidation2
|
(c)
|
(1,177.9 | ) | 1,916.6 | 1,445.5 | ||||||||
Valuation of debt and equity securities
|
(d)
|
(5,796.8 | ) | 2,148.0 | (428.2 | ) | |||||||
Amortization of fees and costs
|
(e)
|
6,869.6 | 9,009.3 | 369.0 | |||||||||
Accounting for derivatives
|
(f)
|
382.1 | 229.5 | (982.1 | ) | ||||||||
Accounting for compensation costs
|
(g)
|
(2,193.8 | ) | (1,814.6 | ) | (1,714.0 | ) | ||||||
Accounting for securitization
|
(h)
|
(544.1 | ) | 5.2 | (377.2 | ) | |||||||
Deferred tax benefit/(expense) 2
|
(i)
|
5,190.9 | (4,001.7 | ) | (3,987.8 | ) | |||||||
Others
|
(2,225.5 | ) | .. | .. | |||||||||
Total impact of all adjustments
|
(8,992.7 | ) | 5,015.4 | (5,618.7 | ) | ||||||||
Net income as per U.S. GAAP attributable to ICICI Bank stockholders
|
101,421.0 | 101,051.5 | 70,810.7 | ||||||||||
Net income as per U.S. GAAP attributable to non-controlling interests1
|
887.5 | 541.0 | 440.6 | ||||||||||
Total net income as per U.S. GAAP
|
102,308.5 | 101,592.5 | 71,251.3 | ||||||||||
Basic earnings per share (Rs.)
|
|||||||||||||
Indian GAAP (consolidated)
|
95.65 | 83.29 | 66.33 | ||||||||||
U.S. GAAP (consolidated)
|
87.86 | 87.64 | 61.45 | ||||||||||
Diluted earnings per share (Rs.)
|
|||||||||||||
Indian GAAP (consolidated)
|
95.14 | 82.84 | 66.06 | ||||||||||
U.S. GAAP (consolidated)
|
87.48 | 87.21 | 61.21 |
1.
|
Profit attributable to minority interests as per Indian GAAP was Rs. 6,357.5 million (March 31, 2013: Rs. 5,262.7 million and March 31, 2012: Rs. 2,947.0 million).
|
2.
|
Includes gain/(loss) of Rs. 1,108.4 million for year ended March 31, 2012 in ‘Consolidation’ and Rs. (279.7) million for the year ended March 31, 2012 in ‘Deferred taxes benefit/(expense)’ due to retrospective adoption of guidance given in Accounting Standards Update 2010-26 “Financial Services-Insurance (Topic 944): Accounting for Costs Associated with Acquiring or Renewing Insurance Contracts” as issued by the Financial Accounting Standards Board (FASB) in October 2010.
|
Note
|
At March 31,
|
||||||||
2014
|
2013
|
||||||||
Consolidated networth as per Indian GAAP excluding minority interests 1
|
764,298.5 | 687,624.1 | |||||||
Adjustments on account of:
|
|||||||||
Allowance for loan losses
|
(a)
|
(20,115.3 | ) | (11,394.9 | ) | ||||
Business combinations
|
(b)
|
30,833.2 | 31,808.4 | ||||||
Consolidation
|
(c)
|
6,884.7 | 9,468.8 | ||||||
Valuation of debt and equity securities
|
(d)
|
(36,978.3 | ) | (236.9 | ) | ||||
Amortization of fees and costs
|
(e)
|
(14,603.0 | ) | (20,612.7 | ) | ||||
Accounting for derivatives
|
(f)
|
2,722.2 | 2,316.8 | ||||||
Accounting for compensation costs
|
(g)
|
865.1 | 865.1 | ||||||
Accounting for securitization
|
(h)
|
289.1 | 542.5 | ||||||
Deferred taxes
|
(i)
|
38,666.2 | 10,239.1 | ||||||
Others
|
(j)
|
(62.2 | ) | (62.2 | ) | ||||
Proposed dividend
|
(k)
|
29,082.1 | 26,007.9 | ||||||
Total impact of all adjustments
|
37,583.8 | 48,941.9 | |||||||
ICICI Bank stockholders’ equity as per U.S. GAAP
|
801,882.3 | 736,566.0 | |||||||
Non-controlling interests1
|
1,480.7 | 1,507.2 | |||||||
Total equity as per U.S. GAAP
|
803,363.0 | 738,073.2 | |||||||
1.
|
Networth, representing capital and reserves and surplus, attributable to minority interests as per Indian GAAP was Rs. 20,107.6 million (March 31, 2013: Rs. 17,057.6 million).
|
i.
|
Difference in the discount rates used for computing allowances created on restructured assets, including allowances on certain loans transferred to asset reconstruction companies not accounted for as a sale under U.S. GAAP.
|
ii.
|
Allowances for loan losses created on other impaired loans made in accordance with FASB ASC Topic 450, “Contingencies” and FASB ASC Topic 310, “Receivables” under U.S. GAAP and graded provisioning rates on non-performing loans, subject to minimum provisioning rates prescribed by Reserve Bank of India guidelines under Indian GAAP for the Bank.
|
iii.
|
Allowances for credit losses on the performing portfolios based on the estimated probable losses inherent in the portfolio under U.S. GAAP as compared to prescriptive provisioning norms for standard assets as per Reserve Bank of India norms under Indian GAAP for the Bank.
|
ICICI Bank Limited and subsidiaries |
Schedules forming part of the Consolidated Financial Statements |
ICICI Bank Limited and subsidiaries |
Schedules forming part of the Consolidated Financial Statements |
|
·
|
direct advances to agricultural and the Small and Micro Enterprise sectors, which attract a provisioning requirement of 0.25%,
|
|
·
|
advances to commercial real estate residential and non-residential sectors which attract a provisioning requirement of 0.75% and 1.0% respectively,
|
|
·
|
housing loans, where such loans are made at comparatively lower interest rates for the first years of the loan after which the rates are reset at higher rates, which attract a provisioning requirement of 2.0%.
|
ICICI Bank Limited and subsidiaries |
Schedules forming part of the Consolidated Financial Statements |
Reconciling items
|
Year ended March 31,
|
|||||||||||
2014
|
2013
|
2012
|
||||||||||
Differences due to provision on loans classified as troubled debt restructuring under U.S. GAAP (includes cases transferred to asset reconstruction company)
|
14.4 | 3,913.0 | 2,976.4 | |||||||||
Differences due to provisions on loans classified as other impaired under U.S. GAAP1
|
(5,946.3 | ) | (4,982.6 | ) | (260.1 | ) | ||||||
Differences due to provisions created on performing assets
|
(2,788.5 | ) | (279.9 | ) | (706.5 | ) | ||||||
Total difference in allowance for loan losses
|
(8,720.4 | ) | (1,349.5 | ) | 2,009.8 | |||||||
ICICI Bank Limited and subsidiaries |
Schedules forming part of the Consolidated Financial Statements |
b)
|
Business combinations
|
ICICI Bank Limited and subsidiaries |
Schedules forming part of the Consolidated Financial Statements |
No. of years
|
|
Customer-related intangibles
|
4 to 10
|
Core deposits
|
2 to 5
|
Operating lease
|
7
|
Reconciling items
|
Year ended March 31,
|
|||||||||||
2014
|
2013
|
2012
|
||||||||||
Amortization of intangibles
|
(848.3 | ) | (961.9 | ) | (1,692.3 | ) | ||||||
Others
|
71.5 | (165.5 | ) | (261.3 | ) | |||||||
Total difference in business combinations
|
(776.8 | ) | (1,127.4 | ) | (1,953.6 | ) | ||||||
c)
|
Consolidation
|
|
1.
|
Consolidation of insurance subsidiaries;
|
|
2.
|
Equity affiliates and majority owned subsidiaries; and
|
|
3.
|
Consolidation of variable interest entities.
|
Reconciling items
|
Year ended March 31,
|
|||||||||||
2014
|
2013
|
2012
|
||||||||||
Profit/(loss) as per U.S. GAAP for insurance subsidiaries (1)
|
19,175.2 | 20,451.5 | 9,470.6 | |||||||||
Less: Profit/(loss) as per Indian GAAP for insurance subsidiaries
|
20,769.5 | 18,016.1 | 9,678.0 | |||||||||
Net reconciliation difference for insurance subsidiaries (2)
|
(1,594.3 | ) | 2,435.4 | (207.4 | ) | |||||||
Profit/(loss) from insurance subsidiaries attributable to the
|
(1,164.3 | ) | 1,788.4 | (133.9 | ) | |||||||
ICICI Bank Limited and subsidiaries |
Schedules forming part of the Consolidated Financial Statements |
Reconciling items
|
Year ended March 31,
|
|||||||||||
2014 | 2013 | 2012 | ||||||||||
Group(3)
|
||||||||||||
Profit/(loss) from equity affiliates and majority owned subsidiaries
|
(1,609.4 | ) | (1,025.0 | ) | (1,061.8 | ) | ||||||
Profit/(loss) on consolidation of variable interest entities and special purpose entities(4)
|
1,595.8 | 1,153.2 | 2,641.2 | |||||||||
Total differences in consolidation
|
(1,177.9 | ) | 1,916.6 | 1,445.5 | ||||||||
|
1.
|
Includes the impact of retrospective adoption of guidance given in Accounting Standards Update 2010-26 “Financial Services-Insurance (Topic 944): Accounting for Costs Associated with Acquiring or Renewing Insurance Contracts” as issued by the Financial Accounting Standards Board (FASB) in October 2010 for the year ended March 31, 2012.
|
|
2.
|
Represents total differences in profit/(loss) between Indian GAAP and U.S. GAAP for life insurance and general insurance subsidiaries, as noted separately below.
|
|
3.
|
Represents the Group’s share of profit/(loss) in “Net reconciliation difference for insurance subsidiaries” and excludes the share of non-controlling interest holders. The Group owns part, not all, of the insurance subsidiaries. As such, only a portion of “Net reconciliation difference for insurance subsidiaries” is attributable to the Group; the rest is attributable to non-controlling interest holders. The share attributable to the Group constitutes the “Profit/(loss) from insurance subsidiaries attributable to the Group.” Reconciling items pertaining to significant differences between Indian GAAP and U.S. GAAP for life insurance subsidiary and for general insurance subsidiary are discussed separately below.
|
|
4.
|
Does not include any amount that is attributable to non-controlling interest holders.
|
Reconciling items
|
Year ended March 31,
|
|||||||||||
2014
|
2013
|
2012
|
||||||||||
Profit/(loss) as per Indian GAAP
|
15,655.9 | 14,958.3 | 13,841.3 | |||||||||
Adjustments on account of
|
||||||||||||
Difference in statutory reserve and unallocated policyholders’ surplus, net of amortization of deferred acquisition cost(1)
|
3,708.6 | 3,905.9 | 3,028.0 | |||||||||
Actuarial reserves on lapsed policies
|
(1,304.1 | ) | (3,114.7 | ) | (1,986.0 | ) | ||||||
Compensation costs
|
33.6 | 22.9 | (74.2 | ) | ||||||||
Unrealized gain/(loss) on trading portfolio of participating funds
|
(1,397.0 | ) | 1,577.5 | (866.3 | ) | |||||||
Deferred taxes(1)
|
(141.1 | ) | (897.5 | ) | (129.3 | ) | ||||||
Others
|
(3.0 | ) | (3.0 | ) | (2.9 | ) | ||||||
Profit/(loss) as per U.S. GAAP
|
16,552.9 | 16,449.4 | 13,810.6 | |||||||||
1.
|
Includes gain/(loss) of Rs. 1,468.9 million for year ended March 31, 2012 due to retrospective adoption of guidance given in Accounting Standards Update 2010-26 “Financial Services-Insurance (Topic 944): Accounting for Costs Associated with Acquiring or Renewing Insurance Contracts” as issued by the Financial Accounting Standards Board (FASB) in October 2010.
|
ICICI Bank Limited and subsidiaries |
Schedules forming part of the Consolidated Financial Statements |
ii)
|
Actuarial reserves on lapsed policies
|
iii)
|
Compensation costs
|
ICICI Bank Limited and subsidiaries |
Schedules forming part of the Consolidated Financial Statements |
iv)
|
Unrealized gain/(loss) on trading portfolio of participating funds
|
v)
|
Deferred taxes
|
|
i)
|
Tax impact of all U.S. GAAP adjustments.
|
|
ii)
|
Under Indian GAAP, deferred tax assets or liabilities are created based on substantively enacted tax rates, whereas under U.S. GAAP, these are created on enacted tax rates in force at the balance sheet date.
|
Reconciling items
|
Year ended March 31,
|
|||||||||||
2014
|
2013
|
2012
|
||||||||||
Profit as per Indian GAAP
|
5,113.6 | 3,057.8 | (4,163.3 | ) | ||||||||
Adjustments on account of
|
||||||||||||
Provision for re-insurance commission
|
(1,419.8 | ) | (1,543.2 | ) | (271.4 | ) | ||||||
Amortization of deferred acquisition costs(1)
|
348.0 | 503.5 | (17.2 | ) | ||||||||
Premium deficiency
|
17.3 | 1,205.8 | (606.2 | ) | ||||||||
Compensation costs
|
(39.7 | ) | (9.1 | ) | (108.6 | ) | ||||||
Deferred taxes(1)
|
(1,426.7 | ) | (235.1 | ) | 1,800.5 | |||||||
Others
|
29.6 | 1,022.4 | (973.8 | ) | ||||||||
Profit/(Loss) as per U.S. GAAP
|
2,622.3 | 4,002.1 | (4,340.0 | ) | ||||||||
1.
|
Includes gain/(loss) of Rs. 32.1 million for the year ended March 31, 2012 due to retrospective adoption of guidance given in Accounting Standards Update 2010-26 “Financial Services-Insurance (Topic 944): Accounting for Costs Associated with Acquiring or Renewing Insurance Contracts” as issued by the Financial Accounting Standards Board (FASB) in October 2010.
|
i)
|
Provision for re-insurance commission
|
ICICI Bank Limited and subsidiaries |
Schedules forming part of the Consolidated Financial Statements |
ii)
|
Amortization of deferred acquisition costs
|
iii)
|
Premium deficiency
|
iv)
|
Compensation costs
|
ICICI Bank Limited and subsidiaries |
Schedules forming part of the Consolidated Financial Statements |
v)
|
Deferred taxes
|
i.
|
Tax impact of all U.S. GAAP adjustments;
|
|
ii.
|
Under Indian GAAP, deferred tax assets or liabilities are created based on substantively enacted tax rates, whereas under U.S. GAAP, these are created on enacted tax rates in force at the balance sheet date.
|
|
iii.
|
Under Indian GAAP, deferred tax assets on unabsorbed depreciation or carried forward losses are recognized only if there is virtual certainty of realization of such assets, whereas under U.S. GAAP it is recognized based on more-likely-than-not criteria.
|
vi)
|
Others
|
ICICI Bank Limited and subsidiaries |
Schedules forming part of the Consolidated Financial Statements |
d)
|
Valuation of debt and equity securities
|
ICICI Bank Limited and subsidiaries |
Schedules forming part of the Consolidated Financial Statements |
Reconciling items
|
Year ended March 31,
|
|||||||||||
2014
|
2013
|
2012
|
||||||||||
Impact of differences in mark-to-market accounting for held for trading and available for sale securities
|
(1,535.2 | ) | 1,771.9 | 1,085.6 | ||||||||
Other than temporary impairment on AFS securities under U.S. GAAP
|
(2,315.3 | ) | (2,633.9 | ) | (5,038.3 | ) | ||||||
Unrealized gain/loss in venture funds recognized in reserve & surplus under Indian GAAP, which is accounted for in net income under U.S. GAAP
|
(119.9 | ) | 91.7 | 365.6 | ||||||||
Impact of currency revaluation on non-hedged AFS debt securities denominated in foreign currency accounted for in profit and loss under Indian GAAP, which is accounted for in other comprehensive income under U.S. GAAP
|
(2,491.7 | ) | 933.8 | 1,066.3 | ||||||||
Others
|
665.3 | 1,984.5 | 2,092.6 | |||||||||
Total
|
(5,796.8 | ) | 2,148.0 | (428.2 | ) | |||||||
e)
|
Amortization of fees and costs
|
ICICI Bank Limited and subsidiaries |
Schedules forming part of the Consolidated Financial Statements |
Reconciling items
|
Year ended March 31,
|
|||||||||||
2014
|
2013
|
2012
|
||||||||||
Loan origination fees and costs
|
6,766.1 | 6,797.0 | (1,915.5 | ) | ||||||||
Retirement benefit costs
|
268.0 | 2,021.8 | 2,224.9 | |||||||||
Amortization of other costs
|
(164.5 | ) | 190.6 | 59.6 | ||||||||
Total differences in amortization of fees and costs
|
6,869.6 | 9,009.3 | 369.0 | |||||||||
f)
|
Accounting for derivatives
|
g)
|
Accounting for compensation cost
|
ICICI Bank Limited and subsidiaries |
Schedules forming part of the Consolidated Financial Statements |
h)
|
Accounting for securitization
|
i)
|
Deferred taxes
|
ICICI Bank Limited and subsidiaries |
Schedules forming part of the Consolidated Financial Statements |
Reconciling items
|
Year ended March 31,
|
|||||||||||
2014
|
2013
|
2012
|
||||||||||
Deferred tax on undistributed earnings of subsidiaries and affiliates
|
(3,109.8 | ) | (755.3 | ) | (705.1 | ) | ||||||
Application of enacted tax rates in force at balance sheet date
|
1,490.8 | (1,126.9 | ) | (1,016.9 | ) | |||||||
Deferred tax on unabsorbed depreciation or carried forward losses
|
892.6 | 395.1 | -- | |||||||||
Deferred tax on special reserves
|
3,042.6 | -- | -- | |||||||||
Tax impact of all U.S. GAAP adjustments over Indian GAAP
|
2,874.7 | (2,514.6 | ) | (2,265.8 | ) | |||||||
Total differences in deferred taxes
|
5,190.9 | (4,001.7 | ) | (3,987.8 | ) | |||||||
Reconciling items
|
Year ended March 31,
|
|||||||||||
2014
|
2013
|
2012
|
||||||||||
Application of enacted tax rates in force at balance sheet date
|
(96.4 | ) | (3.5 | ) | .. | |||||||
Deferred tax on unabsorbed depreciation or carried forward losses
|
.. | ... | .. | |||||||||
Tax impact of all U.S. GAAP adjustments over Indian GAAP
|
(44.7 | ) | (894.0 | ) | (129.3 | ) | ||||||
Total differences in deferred taxes
|
(141.1 | ) | (897.5 | ) | (129.3 | ) | ||||||
Reconciling items
|
Year ended March 31,
|
|||||||||||
2014
|
2013
|
2012
|
||||||||||
Application of enacted tax rates in force at balance sheet date
|
157.1 | (12.5 | ) | (38.8 | ) | |||||||
Deferred tax on unabsorbed depreciation or carried forward losses
|
(1,597.1 | ) | (814.2 | ) | 1,519.0 | |||||||
Tax impact of all U.S. GAAP adjustments over Indian GAAP
|
13.3 | 591.6 | 320.3 | |||||||||
Total differences in deferred taxes
|
(1,426.7 | ) | (235.1 | ) | 1,800.5 | |||||||
j)
|
Others
|
ICICI Bank Limited and subsidiaries |
Schedules forming part of the Consolidated Financial Statements |
k)
|
Dividend
|
21.
|
Notes under U.S. GAAP
|
a)
|
Securitizations and variable interest entities
|
ICICI Bank Limited and subsidiaries |
Schedules forming part of the Consolidated Financial Statements |
Particulars
|
Significant investment in unconsolidated VIEs
|
Investment in consolidated VIEs
|
Total investment in VIE assets (gross assets)
|
|||||||||
Funded
|
||||||||||||
Mortgaged backed securitizations
|
.. | 9,629.3 | 9,629.3 | |||||||||
Asset backed securitizations
|
.. | .. | .. | |||||||||
Loans
|
.. | 809.2 | 809.2 | |||||||||
Total funded
|
.. | 10,438.5 | 10,438.5 | |||||||||
Non-funded
|
||||||||||||
Mortgaged backed securitizations
|
.. | .. | .. | |||||||||
Asset backed securitizations
|
.. | .. | .. | |||||||||
Others
|
.. | .. | .. | |||||||||
Total non-funded
|
.. | .. | .. | |||||||||
Total
|
.. | 10,438.5 | 10,438.5 | |||||||||
Particulars
|
Significant investment in unconsolidated VIEs
|
Investment in consolidated VIEs
|
Total investment in VIE assets (gross assets)
|
|||||||||
Funded
|
||||||||||||
Mortgaged backed securitizations
|
.. | 10,714.3 | 10,714.3 | |||||||||
Asset backed securitizations
|
.. | 1,241.6 | 1,241.6 | |||||||||
Loans
|
.. | 2,994.2 | 2,994.2 | |||||||||
Total funded
|
.. | 14,950.1 | 14,950.1 | |||||||||
Non-funded
|
||||||||||||
Mortgaged backed securitizations
|
.. | .. | .. | |||||||||
Asset backed securitizations
|
.. | 5,835.8 | 5,835.8 | |||||||||
Others
|
.. | .. | .. | |||||||||
Total non-funded
|
.. | 5,835.8 | 5,835.8 | |||||||||
Total
|
.. | 20,785.9 | 20,785.9 | |||||||||
ICICI Bank Limited and subsidiaries |
Schedules forming part of the Consolidated Financial Statements |
Particulars
|
At March 31, 2014
|
At March 31, 2013
|
||||||
Cash
|
126.8 | 96.9 | ||||||
Investments
|
886.4 | 2,033.9 | ||||||
Loans
|
6,963.0 | 8,557.3 | ||||||
Others
|
0.9 | 5.6 | ||||||
Total assets
|
7,977.1 | 10,693.7 | ||||||
Borrowings
|
6,324.7 | 7,136.6 | ||||||
Other liabilities
|
23.2 | 111.3 | ||||||
Total liabilities
|
6,347.9 | 7,247.9 | ||||||
b)
|
Investments
|
Debt securities
|
At March 31, 2014
|
At March 31, 2013
|
||||||
Government securities
|
65,128.5 | 72,982.6 | ||||||
Other debt securities
|
181,008.0 | 213,233.0 | ||||||
Total debt securities
|
246,136.5 | 286,215.6 | ||||||
Equity shares
|
554.1 | 146.8 | ||||||
Mutual funds
|
739.2 | .. | ||||||
Total
|
247,429.8 | 286,362.4 | ||||||
At March 31, 2014
|
||||||||||||||||
Amortized cost/cost | Gross Unrealized gain | Gross Unrealized loss | Fair value | |||||||||||||
Available for sale
|
||||||||||||||||
Corporate debt securities
|
167,644.3 | 4,776.6 | (1,888.4 | ) | 170,532.5 | |||||||||||
Government securities
|
995,709.5 | 755.1 | (35,868.1 | ) | 960,596.5 | |||||||||||
Other securities
|
156,639.3 | 2,942.7 | (1,814.9 | ) | 157,767.1 | |||||||||||
Total debt securities
|
1,319,993.1 | 8,474.4 | (39,571.4 | ) | 1,288,896.1 | |||||||||||
Equity securities
|
3,364.3 | 1,329.5 | (27.7 | ) | 4,666.1 | |||||||||||
Other securities
|
10,273.3 | 409.6 | (360.7 | ) | 10,322.2 | |||||||||||
Total
|
1,333,630.7 | 10,213.5 | (39,959.8 | ) | 1,303,884.4 | |||||||||||
ICICI Bank Limited and subsidiaries |
Schedules forming part of the Consolidated Financial Statements |
At March 31, 2013
|
||||||||||||||||
Amortized cost/cost | Gross Unrealized gain | Gross Unrealized loss | Fair value | |||||||||||||
Available for sale
|
||||||||||||||||
Corporate debt securities
|
184,641.5 | 4,079.7 | (721.9 | ) | 187,999.3 | |||||||||||
Government securities
|
964,069.9 | 7,968.1 | (8,264.9 | ) | 963,773.1 | |||||||||||
Other securities
|
113,263.4 | 1,232.8 | (2,849.9 | ) | 111,646.3 | |||||||||||
Total debt securities
|
1,261,974.8 | 13,280.6 | (11,836.7 | ) | 1,263,418.7 | |||||||||||
Equity securities
|
6,338.6 | 176.9 | (203.2 | ) | 6,312.3 | |||||||||||
Other securities
|
13,280.8 | 344.9 | (400.6 | ) | 13,225.1 | |||||||||||
Total
|
1,281,594.2 | 13,802.4 | (12,440.5 | ) | 1,282,956.1 | |||||||||||
c)
|
Fair value measurements
|
ICICI Bank Limited and subsidiaries |
Schedules forming part of the Consolidated Financial Statements |
Description
|
Level 1
|
Level 2
|
Level 3
|
Total
|
||||||||||||
Investments
|
||||||||||||||||
Equity securities
|
5,122.0 | .. | 649.9 | 5,771.9 | ||||||||||||
Government debt securities
|
92,665.3 | 933,059.7 | .. | 1,025,725.0 | ||||||||||||
Corporate debt securities
|
57,157.1 | 141,873.1 | 2,062.4 | 201,092.6 | ||||||||||||
Mortgage and other asset backed securities
|
10,318.5 | 116.7 | 131,629.3 | 142,064.5 | ||||||||||||
Funded credit derivatives
|
.. | .. | .. | .. | ||||||||||||
Others1
|
69,263.3 | 103,706.2 | 4,762.4 | 177,731.9 | ||||||||||||
Total investments
|
234,526.2 | 1,178,755.7 | 139,104.0 | 1,552,385.9 | ||||||||||||
Derivatives (positive mark-to-market)
|
||||||||||||||||
Interest rate derivatives1
|
.. | 44,231.3 | 441.7 | 44,673.0 | ||||||||||||
Currency derivatives (including foreign exchange derivatives)2
|
1,789.0 | 103,355.5 | 0.0 | 105,144.5 | ||||||||||||
Equity derivatives
|
2.3 | 19.0 | .. | 21.3 | ||||||||||||
Un-funded credit derivatives
|
.. | .. | 45.2 | 45.2 | ||||||||||||
ICICI Bank Limited and subsidiaries |
Schedules forming part of the Consolidated Financial Statements |
Description |
Level 1
|
Level 2
|
Level 3
|
Total
|
||||||||||||
Total positive mark-to-market
|
1,791.3 | 147,605.8 | 486.9 | 149,884.0 | ||||||||||||
Derivatives (negative mark-to-market)
|
||||||||||||||||
Interest rate derivatives1
|
.. | (29,727.6 | ) | (442.6 | ) | (30,170.2 | ) | |||||||||
Currency derivatives (including foreign exchange derivatives)2
|
(1,423.9 | ) | (101,994.3 | ) | .. | (103,418.2 | ) | |||||||||
Equity derivatives
|
.. | .. | .. | .. | ||||||||||||
Un-funded credit derivatives
|
.. | .. | (39.0 | ) | (39.0 | ) | ||||||||||
Total negative mark-to-market
|
(1,423.9 | ) | (131,721.9 | ) | (481.6 | ) | (133,627.4 | ) | ||||||||
Borrowing
|
||||||||||||||||
Bonds
|
.. | (457,301.3 | ) | .. | (457,301.3 | ) | ||||||||||
Total borrowings
|
.. | (457,301.3 | ) | .. | (457,301.3 | ) | ||||||||||
1.
|
Includes primarily certificate of deposits, commercial paper, mutual funds and venture capital units.
|
2.
|
Foreign currency interest rate swaps, forward rate agreements, swap options and exchange traded interest rate derivatives are included in interest rate derivatives.
|
3.
|
Foreign currency options, cross currency interest rate swaps and foreign currency futures are included in currency derivatives.
|
Description
|
Level 1
|
Level 2
|
Level 3
|
Total
|
||||||||||||
Investments
|
||||||||||||||||
Equity securities
|
5,137.9 | .. | 1,968.5 | 7,106.4 | ||||||||||||
Government debt securities
|
55,767.2 | 980,988.5 | .. | 1,036,755.7 | ||||||||||||
Corporate debt securities
|
76,865.3 | 169,101.9 | 3,531.5 | 249,498.7 | ||||||||||||
Mortgage and other asset backed securities
|
8,724.1 | 189.6 | 67,690.3 | 76,604.0 | ||||||||||||
Funded credit derivatives
|
.. | .. | 803.5 | 803.5 | ||||||||||||
Others1
|
75,042.7 | 120,880.4 | 3,794.3 | 199,717.4 | ||||||||||||
Total investments
|
221,537.2 | 1,271,160.4 | 77,788.1 | 1,570,485.7 | ||||||||||||
Derivatives (positive mark-to-market)
|
||||||||||||||||
Interest rate derivatives1
|
.. | 49,783.1 | 326.2 | 50,109.3 | ||||||||||||
Currency derivatives (including foreign exchange derivatives)2
|
554.2 | 81,984.5 | 1.4 | 82,540.1 | ||||||||||||
Equity derivatives
|
.. | .. | .. | .. | ||||||||||||
Un-funded credit derivatives
|
.. | .. | 109.5 | 109.5 | ||||||||||||
Total positive mark-to-market
|
554.2 | 131,767.6 | 437.1 | 132,758.9 | ||||||||||||
Derivatives (negative mark-to-market)
|
||||||||||||||||
Interest rate derivatives1
|
.. | (23,471.7 | ) | (324.6 | ) | (23,796.3 | ) | |||||||||
Currency derivatives (including foreign exchange derivatives)2
|
(819.6 | ) | (79,050.4 | ) | (1.4 | ) | (79,871.4 | ) | ||||||||
Equity derivatives
|
.. | .. | .. | .. | ||||||||||||
Un-funded credit derivatives
|
.. | .. | (76.6 | ) | (76.6 | ) | ||||||||||
Total negative mark-to-market
|
(819.6 | ) | (102,522.1 | ) | (402.6 | ) | (103,744.3 | ) | ||||||||
Borrowing
|
||||||||||||||||
Bonds
|
.. | (349,276.4 | ) | .. | (349,276.4 | ) | ||||||||||
Total borrowings
|
.. | (349,276.4 | ) | .. | (349,276.4 | ) | ||||||||||
1.
|
Includes primarily certificate of deposits, commercial paper, mutual funds and venture capital units.
|
2.
|
Foreign currency interest rate swaps, forward rate agreements, swap options and exchange traded interest rate derivatives are included in interest rate derivatives.
|
3.
|
Foreign currency options, cross currency interest rate swaps and foreign currency futures are included in currency derivatives.
|
ICICI Bank Limited and subsidiaries |
Schedules forming part of the Consolidated Financial Statements |
ICICI Bank Limited and subsidiaries |
Schedules forming part of the Consolidated Financial Statements |
Description |
Investments
|
|||||||||||||||||||||||
Equity securities
|
Corporate debt securities
|
Mortgage and other asset backed securities
|
Funded credit derivatives
|
Others
|
Total
|
|||||||||||||||||||
Beginning balance at April 1, 2013
|
1,968.5 | 3,531.5 | 67,690.3 | 803.5 | 3,794.3 | 77,788.1 | ||||||||||||||||||
Total gains or losses (realized/unrealized)
|
||||||||||||||||||||||||
-Included in earnings
|
(62.7 | ) | (1,788.6 | ) | .. | .. | 65.8 | (1,785.5 | ) | |||||||||||||||
-Included in other comprehensive income
|
(6.1 | ) | 27.3 | 1,222.8 | .. | 2.8 | 1,246.8 | |||||||||||||||||
Purchases/additions
|
150.8 | 3.6 | 86,559.1 | 1 | .. | 1,405.5 | 88,119.0 | |||||||||||||||||
Sales
|
(0.1 | ) | (31.0 | ) | .. | .. | (20.8 | ) | (51.9 | ) | ||||||||||||||
Issuances
|
.. | .. | 1,089.9 | .. | .. | 1,089.9 | ||||||||||||||||||
Settlements
|
(146.8 | ) | .. | (24,988.0 | ) | (803.5 | ) | (485.2 | ) | (26,423.5 | ) | |||||||||||||
Transfers in Level 3
|
24.0 | 584.9 | .. | .. | .. | 608.9 | ||||||||||||||||||
Transfers out of Level 3
|
(1,277.7 | ) | (620.0 | ) | .. | .. | .. | (1,897.7 | ) | |||||||||||||||
Foreign currency translation adjustment
|
.. | 354.7 | 55.2 | .. | .. | 409.9 | ||||||||||||||||||
Ending balance at March 31, 2014
|
649.9 | 2,062.4 | 131,629.3 | .. | 4,762.4 | 139,104.0 | ||||||||||||||||||
Total amount of gains or (losses) included in earnings attributable to change in unrealized gains or (losses) relating to assets still held at reporting date
|
(62.8 | ) | (1,800.0 | ) | .. | .. | .. | (1,862.8 | ) | |||||||||||||||
|
1.
|
Includes India-linked asset backed securities.
|
ICICI Bank Limited and subsidiaries |
Schedules forming part of the Consolidated Financial Statements |
Description |
Derivatives
|
|||||||||||||||||||
Interest rate derivatives
|
Currency derivatives (including foreign exchange derivatives)
|
Equity derivatives
|
Un-funded credit derivatives
|
Total
|
||||||||||||||||
Beginning balance at April 1, 2013
|
1.6 | .. | .. | 32.9 | 34.5 | |||||||||||||||
Total gains or losses(realized/unrealized)
|
||||||||||||||||||||
-Included in earnings
|
(2.2 | ) | .. | .. | (4.1 | ) | (6.3 | ) | ||||||||||||
-Included in other comprehensive income
|
.. | .. | .. | .. | .. | |||||||||||||||
Purchases
|
.. | .. | .. | .. | .. | |||||||||||||||
Sales
|
.. | .. | .. | .. | .. | |||||||||||||||
Issuances
|
.. | .. | .. | .. | .. | |||||||||||||||
Settlements
|
(0.3 | ) | .. | .. | (22.6 | ) | (22.9 | ) | ||||||||||||
Transfers in Level 3
|
.. | .. | .. | .. | .. | |||||||||||||||
Transfers out of Level 3
|
.. | .. | .. | .. | .. | |||||||||||||||
Foreign currency translation adjustment
|
.. | .. | .. | .. | .. | |||||||||||||||
Ending balance at March 31, 2014
|
(0.9 | ) | .. | .. | 6.2 | 5.3 | ||||||||||||||
Total amount of gains or (losses) included in earnings attributable to change in unrealized gains or (losses) relating to assets still held at reporting date
|
(2.2 | ) | .. | .. | (4.1 | ) | (6.3 | ) | ||||||||||||
ICICI Bank Limited and subsidiaries |
Schedules forming part of the Consolidated Financial Statements |
Description |
Investments
|
|||||||||||||||||||||||
|
Equity securities
|
Corporate debt securities
|
Mortgage and other asset backed securities
|
Funded credit derivatives
|
Others
|
Total
|
||||||||||||||||||
Beginning balance at April 1, 2012
|
524.2 | 3,572.7 | 6,525.4 | 1,484.2 | 3,938.2 | 16,044.7 | ||||||||||||||||||
Total gains or losses (realized/unrealized)
|
||||||||||||||||||||||||
-Included in earnings
|
114.2 | (454.9 | ) | .. | 23.7 | 102.2 | (214.8 | ) | ||||||||||||||||
-Included in other comprehensive income
|
6.2 | 61.8 | (0.2 | ) | .. | 136.2 | 204.0 | |||||||||||||||||
Purchases
|
1,337.0 | 375.3 | 65,238.8 | 1 | .. | 569.9 | 67,521.0 | |||||||||||||||||
Sales
|
(11.9 | ) | (46.1 | ) | .. | .. | (952.2 | ) | (1,010.2 | ) | ||||||||||||||
Issuances
|
.. | .. | 1,687.3 | .. | .. | 1,687.3 | ||||||||||||||||||
Settlements
|
.. | (2,637.6 | ) | (5,884.8 | ) | (788.7 | ) | .. | (9,311.1 | ) | ||||||||||||||
Transfers in Level 3
|
.. | 2,473.3 | .. | .. | .. | 2,473.3 | ||||||||||||||||||
Transfers out of Level 3
|
(1.6 | ) | .. | .. | .. | .. | (1.6 | ) | ||||||||||||||||
Foreign currency translation adjustment
|
0.4 | 187.0 | 123.8 | 84.3 | .. | 395.5 | ||||||||||||||||||
Ending balance at March 31, 2013
|
1,968.5 | 3,531.5 | 67,690.3 | 803.5 | 3,794.3 | 77,788.1 | ||||||||||||||||||
Total amount of gains or (losses) included in earnings attributable to change in unrealized gains or (losses) relating to assets still held at reporting date
|
116.8 | .. | .. | 23.7 | .. | 140.5 | ||||||||||||||||||
|
1.
|
Includes India-linked asset backed securities.
|
ICICI Bank Limited and subsidiaries |
Schedules forming part of the Consolidated Financial Statements |
Description |
Derivatives
|
|||||||||||||||||||
Interest rate derivatives
|
Currency derivatives (including foreign exchange derivatives)
|
Equity derivatives
|
Un-funded credit derivatives
|
Total
|
||||||||||||||||
Beginning balance at April 1, 2012
|
(20.0 | ) | .. | .. | (34.8 | ) | (54.8 | ) | ||||||||||||
Total gains or losses(realized/unrealized)
|
||||||||||||||||||||
-Included in earnings
|
(44.4 | ) | .. | .. | 20.6 | (23.8 | ) | |||||||||||||
-Included in other comprehensive income
|
.. | .. | .. | .. | .. | |||||||||||||||
Purchases
|
.. | .. | .. | .. | .. | |||||||||||||||
Sales
|
.. | .. | .. | .. | .. | |||||||||||||||
Issuances
|
.. | .. | .. | .. | .. | |||||||||||||||
Settlements
|
71.2 | .. | .. | 47.1 | 118.3 | |||||||||||||||
Transfers in Level 3
|
.. | .. | .. | .. | .. | |||||||||||||||
Transfers out of Level 3
|
.. | .. | .. | .. | .. | |||||||||||||||
Foreign currency translation adjustment
|
(5.2 | ) | .. | .. | .. | (5.2 | ) | |||||||||||||
Ending balance at March 31, 2013
|
1.6 | .. | .. | 32.9 | 34.5 | |||||||||||||||
Total amount of gains or (losses) included in earnings attributable to change in unrealized gains or (losses) relating to assets still held at reporting date
|
(44.4 | ) | .. | .. | 20.6 | (23.8 | ) | |||||||||||||
ICICI Bank Limited and subsidiaries |
Schedules forming part of the Consolidated Financial Statements |
At March 31,
|
||||||||
2014
|
2013
|
|||||||
Description of securities
|
Fair value
|
Fair value
|
||||||
Security receipts
|
714.7 | 615.7 | ||||||
Venture fund units
|
3,527.7 | 2,640.8 | ||||||
Total
|
4,242.4 | 3,256.5 | ||||||
d)
|
Loans
|
Total recorded investment in restructured loans with related allowance for credit losses
|
Total allowances for credit losses
|
Total recorded investment in restructured loans with no related allowance for credit losses
|
Unpaid principal amount
|
|||||||||||||
Commercial loans
|
210,319.8 | 44,313.3 | 29,596.0 | 239,915.8 | ||||||||||||
Consumer loans
|
6,693.1 | 5,556.7 | .. | 6,693.1 | ||||||||||||
Lease financing
|
.. | .. | .. | .. | ||||||||||||
Total
|
217,012.9 | 49,870.0 | 29,596.0 | 246,608.9 | ||||||||||||
ICICI Bank Limited and subsidiaries |
Schedules forming part of the Consolidated Financial Statements |
Total recorded investment in restructured loans with related allowance for credit losses
|
Total allowances for credit losses
|
Total recorded investment in restructured loans with no related allowance for credit losses
|
Unpaid principal amount
|
|||||||||||||
Commercial loans
|
122,029.6 | 33,979.2 | 36,884.0 | 158,913.6 | ||||||||||||
Consumer loans
|
9,864.3 | 7,581.0 | .. | 9,864.3 | ||||||||||||
Lease financing
|
.. | .. | .. | .. | ||||||||||||
Total
|
131,893.9 | 41,560.2 | 36,884.0 | 168,777.9 | ||||||||||||
Total recorded investment in other impaired loans with related allowance for credit losses
|
Total allowances for credit losses
|
Total recorded investment in other impaired loans with no related allowance for credit losses
|
Unpaid principal amount
|
|||||||||||||
Commercial loans
|
132,801.5 | 41,295.5 | 36,828.4 | 169,629.9 | ||||||||||||
Consumer loans
|
34,304.8 | 24,482.5 | .. | 34,304.8 | ||||||||||||
Lease financing
|
.. | .. | .. | .. | ||||||||||||
Total
|
167,106.3 | 65,778.0 | 36,828.4 | 203,934.7 | ||||||||||||
Total recorded investment in other impaired loans with related allowance for credit losses
|
Total allowances for credit losses
|
Total recorded investment in other impaired loans with no related allowance for credit losses
|
Unpaid principal amount
|
|||||||||||||
Commercial loans
|
52,085.4 | 28,182.8 | 39,690.7 | 91,776.1 | ||||||||||||
Consumer loans
|
53,504.8 | 43,898.2 | .. | 53,504.8 | ||||||||||||
Lease financing
|
.. | .. | .. | .. | ||||||||||||
Total
|
105,590.2 | 72,081.0 | 39,690.7 | 145,280.9 | ||||||||||||
ICICI Bank Limited and subsidiaries |
Schedules forming part of the Consolidated Financial Statements |
Particulars
|
Commercial loans
|
Consumer loans & credit card receivables
|
Financial lease
|
Total
|
||||||||||||
Allowance for loan losses
|
||||||||||||||||
Allowance for loan losses: individually evaluated for impairment
|
44,313.3 | 2.2 | .. | 44,315.5 | ||||||||||||
Allowance for loan losses: collectively evaluated for impairment
|
.. | 5,554.5 | .. | 5,554.5 | ||||||||||||
Allowance for loan losses: loans acquired with deteriorated credit quality
|
.. | .. | .. | .. | ||||||||||||
Total
|
44,313.3 | 5,556.7 | .. | 49,870.0 | ||||||||||||
Recorded financing receivables
|
||||||||||||||||
Individually evaluated for impairment
|
239,915.8 | 124.3 | .. | 240,040.1 | ||||||||||||
Collectively evaluated for impairment
|
.. | 6,568.8 | .. | 6,568.8 | ||||||||||||
Loan acquired with deteriorated credit quality
|
.. | .. | .. | .. | ||||||||||||
Total
|
239,915.8 | 6,693.1 | .. | 246,608.9 | ||||||||||||
Particulars
|
Commercial loans
|
Consumer loans & credit card receivables
|
Financial lease
|
Total
|
||||||||||||
Allowance for loan losses
|
||||||||||||||||
Allowance for loan losses: individually evaluated for impairment
|
33,979.2 | 1.6 | .. | 33,980.8 | ||||||||||||
Allowance for loan losses: collectively evaluated for impairment
|
.. | 7,579.4 | .. | 7,579.4 | ||||||||||||
Allowance for loan losses: loans acquired with deteriorated credit quality
|
.. | .. | .. | .. | ||||||||||||
Total
|
33,979.2 | 7,581.0 | .. | 41,560.2 | ||||||||||||
Recorded financing receivables
|
||||||||||||||||
Individually evaluated for impairment
|
158,913.6 | 246.9 | .. | 159,160.5 | ||||||||||||
Collectively evaluated for impairment
|
.. | 9,617.4 | .. | 9,617.4 | ||||||||||||
Loan acquired with deteriorated credit quality
|
.. | .. | .. | .. | ||||||||||||
Total
|
158,913.6 | 9,864.3 | .. | 168,777.9 | ||||||||||||
ICICI Bank Limited and subsidiaries |
Schedules forming part of the Consolidated Financial Statements |
Particulars
|
Commercial loans
|
Consumer loans & credit card receivables
|
Financial lease
|
Total
|
||||||||||||
Allowance for loan losses
|
||||||||||||||||
Allowance for loan losses: individually evaluated for impairment
|
41,295.5 | 3,638.7 | .. | 44,934.2 | ||||||||||||
Allowance for loan losses: collectively evaluated for impairment
|
16,783.7 | 23,856.6 | .. | 40,640.3 | ||||||||||||
Allowance for loan losses: loan acquired with deteriorated credit quality
|
.. | .. | .. | .. | ||||||||||||
Total
|
58,079.2 | 27,495.3 | .. | 85,574.5 | ||||||||||||
Recorded financing receivables
|
||||||||||||||||
Individually evaluated for impairment
|
169,629.8 | 3,859.4 | .. | 173,489.2 | ||||||||||||
Collectively evaluated for impairment
|
2,024,710.2 | 1,369,153.8 | .. | 3,393,864.0 | ||||||||||||
Loan acquired with deteriorated credit quality
|
.. | .. | .. | .. | ||||||||||||
Total
|
2,194,340.0 | 1,373,013.2 | .. | 3,567,353.2 | ||||||||||||
Particulars
|
Commercial loans
|
Consumer loans & credit card receivables
|
Financial lease
|
Total
|
||||||||||||
Allowance for loan losses
|
||||||||||||||||
Allowance for loan losses: individually evaluated for impairment
|
28,809.2 | 3,473.8 | .. | 32,283.0 | ||||||||||||
Allowance for loan losses: collectively evaluated for impairment
|
13,515.7 | 43,422.5 | .. | 56,938.2 | ||||||||||||
Allowance for loan losses: loan acquired with deteriorated credit quality
|
.. | .. | .. | .. | ||||||||||||
Total
|
42,324.9 | 46,896.3 | .. | 89,221.2 | ||||||||||||
Recorded financing receivables
|
||||||||||||||||
Individually evaluated for impairment
|
161,978.3 | 4,071.7 | .. | 166,050.0 | ||||||||||||
Collectively evaluated for impairment
|
1,871,219.1 | 1,093,553.0 | .. | 2,964,772.1 | ||||||||||||
Loan acquired with deteriorated credit quality
|
.. | .. | .. | .. | ||||||||||||
Total
|
2,033,197.4 | 1,097,624.7 | .. | 3,130,822.1 | ||||||||||||
ICICI Bank Limited and subsidiaries |
Schedules forming part of the Consolidated Financial Statements |
Restructured loans involving changes in the amount and/or timing of
|
||||||||||||||||||||||||
Particulars
|
Number of borrowers whose loans are classified as restructured
|
Principal
payments
|
Interest payments
|
Both principal and interest payments
|
Total impact on P&L
|
Net restructured amount
|
||||||||||||||||||
Commercial loans
|
39 | 9,051.8 | .. | 60,518.9 | 8,517.7 | 60,999.0 | ||||||||||||||||||
Consumer loans
|
719 | 38.5 | .. | 165.1 | 9.7 | 193.9 | ||||||||||||||||||
Total
|
758 | 9,090.3 | .. | 60,684.0 | 8,581.4 | 61,192.9 | ||||||||||||||||||
Restructured loans involving changes in the amount and/or timing of
|
||||||||||||||||||||||||
Particulars
|
Number of borrowers whose loans are classified as restructured
|
Principal
payments
|
Interest payments
|
Both principal and interest payments
|
Total impact on P&L
|
Net restructured amount
|
||||||||||||||||||
Commercial loans
|
29 | .. | 2,215.1 | 21,666.2 | 1,222.9 | 22,658.4 | ||||||||||||||||||
Consumer loans
|
15 | .. | .. | 246.9 | 1.6 | 245.3 | ||||||||||||||||||
Total
|
44 | .. | 2,215.1 | 22,913.1 | 1,224.5 | 22,903.7 | ||||||||||||||||||
Particulars
|
Balances at March 31, 2014
|
Payment default during the year ended March 31, 20141
|
Balances at March 31, 2013
|
Payment default during the year ended March 31, 20131
|
||||||||||||
Commercial loans
|
239,915.8 | 16,759.4 | 158,913.6 | 3,085.6 | ||||||||||||
Consumer loans
|
6,693.1 | 22.8 | 9,864.3 | .. | ||||||||||||
Total
|
246,608.9 | 16,782.2 | 168,777.9 | 3,085.6 | ||||||||||||
e)
|
Equity affiliates
|
ICICI Bank Limited and subsidiaries |
Schedules forming part of the Consolidated Financial Statements |
Balance sheet
|
At March 31,
|
|||||||||||||||
2014
|
2013
|
|||||||||||||||
ICICI
Life
|
ICICI
General
|
ICICI
Life
|
ICICI
General
|
|||||||||||||
Cash and cash equivalents
|
13,466.1 | 1,059.4 | 15,944.0 | 1,145.9 | ||||||||||||
Securities
|
181,702.3 | 92,934.5 | 147,823.3 | 75,451.5 | ||||||||||||
Assets held to cover linked liabilities
|
602,654.3 | .. | 573,885.9 | .. | ||||||||||||
Other assets
|
43,147.0 | 42,278.7 | 41,176.0 | 44,896.2 | ||||||||||||
Total assets
|
840,969.7 | 136,272.6 | 778,829.2 | 121,493.6 | ||||||||||||
Provision for linked liabilities
|
602,654.3 | .. | 573,885.8 | .. | ||||||||||||
Other liabilities
|
180,134.1 | 113,735.0 | 151,214.7 | 101,539.0 | ||||||||||||
Stockholders’ equity
|
58,181.3 | 22,537.6 | 53,728.7 | 19,954.6 | ||||||||||||
Total liabilities and stockholders’ equity
|
840,969.7 | 136,272.6 | 778,829.2 | 121,493.6 | ||||||||||||
Statement of income
|
Year ended March 31,
|
|||||||||||||||
2014
|
2013
|
|||||||||||||||
ICICI
Life
|
ICICI
General
|
ICICI
Life
|
ICICI
General
|
|||||||||||||
Interest income
|
35,669.5 | 6,684.5 | 31,452.4 | 5,204.8 | ||||||||||||
Interest expense
|
.. | .. | .. | .. | ||||||||||||
Net interest income
|
35,669.5 | 6,684.5 | 31,452.4 | 5,204.8 | ||||||||||||
Insurance premium
|
124,286.5 | 43,558.7 | 135,382.4 | 40,096.9 | ||||||||||||
Other non-interest income
|
58,240.0 | 2,669.7 | 36,884.6 | 1,461.7 | ||||||||||||
Non-interest expense
|
(201,876.4 | ) | (48,775.1 | ) | (185,397.3 | ) | (42,767.2 | ) | ||||||||
Income tax (expense)/ benefit
|
233.3 | (1,515.5 | ) | (1,872.7 | ) | 5.9 | ||||||||||
Income/(loss), net
|
16,552.9 | 2,622.3 | 16,449.4 | 4,002.1 | ||||||||||||
At March 31,
|
||||||||
2014
|
2013
|
|||||||
Retained earnings
|
(2,406.7 | ) | (1,398.3 | ) | ||||
Total retained earnings
|
(9,013.9 | ) | (5,237.2 | ) | ||||
% holding
|
26.7 | % | 26.7 | % | ||||
ICICI Bank Limited and subsidiaries |
Schedules forming part of the Consolidated Financial Statements |
f)
|
Goodwill and intangible assets
|
Year ended March 31,
|
||||||||
2014
|
2013
|
|||||||
Goodwill
|
35,238.4 | 35,238.4 | ||||||
Accumulated amortization
|
(54.0 | ) | (54.0 | ) | ||||
Goodwill, net
|
(A) | 35,184.4 | 35,184.4 | |||||
Customer-related intangibles
|
10,410.1 | 10,410.1 | ||||||
Accumulated amortization
|
(9,719.5 | ) | (8,906.5 | ) | ||||
Customer related intangibles, net
|
(B) | 690.6 | 1,503.5 | |||||
Asset management and advisory intangibles
|
(C) | 367.0 | 367.0 | |||||
Operating lease
|
246.9 | 246.9 | ||||||
Accumulated amortization
|
(128.2 | ) | (92.9 | ) | ||||
Operating lease net
|
(D) | 118.7 | 154.0 | |||||
Goodwill and intangible assets, net
|
(A+B+C+D) | 36,360.7 | 37,208.8 | |||||
Year ended March 31,
|
||||||||
2014
|
2013
|
|||||||
Opening balance
|
35,184.4 | 35,184.4 | ||||||
Goodwill disposed off during the period
|
.. | .. | ||||||
Goodwill addition during the period
|
.. | .. | ||||||
Closing balance
|
35,184.4 | 35,184.4 | ||||||
Year ended March 31,
|
||||||||
2014
|
2013
|
|||||||
Opening balance
|
1,657.4 | 2,619.4 | ||||||
Amortization
|
(848.3 | ) | (961.9 | ) | ||||
Disposal
|
.. | .. | ||||||
Closing balance
|
809.1 | 1,657.4 | ||||||
ICICI Bank Limited and subsidiaries |
Schedules forming part of the Consolidated Financial Statements |
Year ended March 31
|
Amount
|
|||
2015
|
490.3 | |||
2016
|
182.3 | |||
2017
|
123.6 | |||
2018
|
12.9 | |||
Total
|
809.1 | |||
g)
|
Employee benefits
|
Year ended March 31,
|
||||||||
2014
|
2013
|
|||||||
Change in benefit obligations
|
||||||||
Projected benefit obligations at the beginning of the year
|
5,820.6 | 5,313.6 | ||||||
Add: Adjustment for exchange fluctuation on opening obligations
|
5.8 | 3.8 | ||||||
Adjusted opening obligations
|
5,826.4 | 5,317.4 | ||||||
Service cost
|
501.5 | 382.9 | ||||||
Interest cost
|
513.8 | 491.6 | ||||||
Acquisition/(Divestitures)
|
(8.8 | ) | 4.4 | |||||
Plan amendments
|
.. | 0.6 | ||||||
ICICI Bank Limited and subsidiaries |
Schedules forming part of the Consolidated Financial Statements |
Year ended March 31,
|
||||||||
2014
|
2013
|
|||||||
Benefits paid
|
(643.0 | ) | (710.1 | ) | ||||
Actuarial (gain)/loss on obligations
|
(39.5 | ) | 333.8 | |||||
Projected benefit obligations at the end of the year
|
6,149.5 | 5,820.6 | ||||||
Change in plan assets
|
||||||||
Fair value of plan assets at the beginning of the year
|
5,682.2 | 5,185.2 | ||||||
Acquisition/(Divestitures)
|
(8.8 | ) | 5.3 | |||||
Actual return on plan assets
|
409.7 | 426.2 | ||||||
Employer contributions
|
455.5 | 775.5 | ||||||
Benefits paid
|
(643.0 | ) | (710.1 | ) | ||||
Plan assets at the end of the year
|
5,895.6 | 5,682.1 | ||||||
Funded status
|
(254.1 | ) | (138.5 | ) | ||||
Amount recognized, net
|
(254.1 | ) | (138.5 | ) | ||||
Accumulated benefit obligation at year-end
|
3,965.5 | 3,900.5 | ||||||
Year ended March 31,
|
||||||||||||
2014
|
2013
|
2012
|
||||||||||
Service cost
|
501.5 | 382.9 | 416.8 | |||||||||
Interest cost
|
513.8 | 491.6 | 473.1 | |||||||||
Expected return on assets
|
(437.3 | ) | (390.1 | ) | (409.9 | ) | ||||||
Amortization of transition asset/liability
|
.. | .. | .. | |||||||||
Amortization of prior service cost
|
11.8 | 14.4 | 14.8 | |||||||||
Amortized actuarial (gain)/loss
|
3.7 | (38.6 | ) | (6.6 | ) | |||||||
Acquisition and divesture (gain)/loss
|
.. | .. | 2.0 | |||||||||
Exchange gain/(loss)
|
5.8 | .. | .. | |||||||||
Gratuity cost, net
|
599.3 | 460.2 | 490.2 | |||||||||
Year ended March 31,
|
||||||||||||
2014
|
2013
|
2012
|
||||||||||
Discount rate
|
8.8 | % | 9.4 | % | 9.0 | % | ||||||
Rate of increase in the compensation levels
|
7.1 | % | 7.1 | % | 7.1 | % | ||||||
Rate of return on plan assets
|
8.0 | % | 8.0 | % | 8.0 | % | ||||||
ICICI Bank Limited and subsidiaries |
Schedules forming part of the Consolidated Financial Statements |
Year ended March 31,
|
||||||||
2014
|
2013
|
|||||||
Discount rate
|
9.5 | % | 8.8 | % | ||||
Rate of increase in the compensation levels
|
7.1 | % | 7.1 | % | ||||
At March 31,
|
||||||||
2014
|
2013
|
|||||||
Assets category
|
||||||||
Investment in schemes of ICICI Prudential Life Insurance Company Limited
|
||||||||
Group balance fund1
|
4,720.8 | 4,355.0 | ||||||
Group growth fund2
|
45.3 | 50.5 | ||||||
Group short-term fund3
|
2.8 | 3.7 | ||||||
Group Suraksha Scheme4
|
.. | 50.5 | ||||||
Others
|
0.6 | .. | ||||||
Total investment in schemes of ICICI Prudential Life Insurance Company Limited
|
4,769.5 | 4,459.7 | ||||||
Investment in scheme of Life Insurance Corporation of India
|
630.7 | 593.2 | ||||||
Total assets managed by external entities
|
5,400.2 | 5,052.9 | ||||||
Special deposit with central government
|
291.1 | 291.2 | ||||||
Government debt securities
|
58.9 | 85.1 | ||||||
Corporate debt securities
|
115.3 | 250.8 | ||||||
Balance with banks and others
|
30.1 | 2.1 | ||||||
Total
|
5,895.6 | 5,682.1 | ||||||
1.
|
Objective of the scheme is to provide a balance between long-term capital appreciation and current income through investment in equity as well as fixed income instruments in appropriate proportions. At March 31, 2014, investments in corporate bonds, government securities and fixed deposits were 47.1%, 14.2% and 18.7% respectively of the total investments.
|
2.
|
Objective of the scheme is to provide long-term capital appreciation through investments primarily in equity and equity-related instruments with a maximum investment of 60% in equity and equity-related securities and balance in debt. At March 31, 2014, investments in equity, corporate bonds and fixed deposits were 54.1%, 24.9% and 10.9% respectively of the total investments.
|
3.
|
Objective of the scheme is to provide suitable returns through investments primarily in low risk investments in debt and money market instruments while attempting to protect the capital deployed in the fund. The fund primarily invests in debt with a maturity of less than 5 years and money market instruments. At March 31, 2014, investments in corporate bonds and fixed deposits were 68.9% and 25.2% respectively of the total investments.
|
4.
|
At March 31, 2014, investments in corporate bonds, government securities and fixed deposits were 59.0%, 11.5% and 11.3% respectively of the total investments.
|
ICICI Bank Limited and subsidiaries |
Schedules forming part of the Consolidated Financial Statements |
Description
|
Target asset allocation at March 31, 2015
|
Target asset allocation at March 31, 2014
|
||||||
Funds managed by external entities
|
92 | % | 89 | % | ||||
Special deposit with central government
|
5 | % | 5 | % | ||||
Debt securities
|
3 | % | 5 | % | ||||
Balance with banks
|
0 | % | 1 | % | ||||
Total
|
100 | % | 100 | % | ||||
Amount
|
||||
Expected Group contributions to the fund during the year ending March 31, 2015
|
548.0 | |||
Expected benefit payments from the fund during year ending March 31,
|
||||
2015
|
970.1 | |||
2016
|
950.9 | |||
2017
|
1,023.9 | |||
2018
|
1,171.5 | |||
2019
|
1,133.5 | |||
Thereafter upto 10 years | 5,294.8 | |||
ICICI Bank Limited and subsidiaries |
Schedules forming part of the Consolidated Financial Statements |
Year ended March 31,
|
||||||||
2014
|
2013
|
|||||||
Change in benefit obligations
|
||||||||
Projected benefit obligations at beginning of the year
|
9,407.1 | 8,507.3 | ||||||
Service cost
|
216.9 | 218.9 | ||||||
Interest cost
|
823.6 | 779.1 | ||||||
Liability extinguished on settlement
|
(2,012.8 | ) | (1,960.1 | ) | ||||
Benefits paid
|
(242.3 | ) | (312.2 | ) | ||||
Actuarial (gain)/loss on obligations
|
1,404.1 | 2,174.1 | ||||||
Projected benefit obligations at the end of the year
|
9,596.6 | 9,407.1 | ||||||
Change in plan assets
|
||||||||
Fair value of plan assets at beginning of the year
|
9,526.8 | 9,379.5 | ||||||
Actual return on plan assets
|
742.9 | 830.8 | ||||||
Assets distributed on settlement
|
(2,236.4 | ) | (2,177.9 | ) | ||||
Employer contributions
|
1,227.8 | 1,806.6 | ||||||
Benefits paid
|
(242.3 | ) | (312.2 | ) | ||||
Plan assets at the end of the year
|
9,018.8 | 9,526.8 | ||||||
|
||||||||
Funded status
|
(577.8 | ) | 119.7 | |||||
Net amount recognized
|
(577.8 | ) | 119.7 | |||||
Accumulated benefit obligation at year end
|
8,220.1 | 8,053.6 | ||||||
ICICI Bank Limited and subsidiaries |
Schedules forming part of the Consolidated Financial Statements |
Year ended March 31,
|
||||||||||||
2014
|
2013
|
2012
|
||||||||||
Service cost
|
216.9 | 218.9 | 220.0 | |||||||||
Interest cost
|
823.6 | 779.1 | 687.7 | |||||||||
Expected return on assets
|
(772.0 | ) | (728.4 | ) | (652.9 | ) | ||||||
Curtailment and settlement (gain)/loss
|
223.6 | 217.7 | 144.8 | |||||||||
Actuarial (gain)/loss
|
549.8 | 285.0 | .. | |||||||||
Net pension cost
|
1,041.9 | 772.3 | 399.6 | |||||||||
Year ended March 31,
|
||||||||||||
2014
|
2013
|
2012
|
||||||||||
Discount rate
|
8.8 | % | 9.3 | % | 9.1 | % | ||||||
Rate of increase in the compensation levels
|
||||||||||||
On basic pay
|
1.5 | % | 1.5 | % | 1.5 | % | ||||||
On dearness relief
|
7.0 | % | 7.0 | % | 7.0 | % | ||||||
Rate of return on plan assets
|
8.0 | % | 8.0 | % | 8.0 | % | ||||||
Pension increases (applicable on basic pension)
|
7.0 | % | 7.0 | % | 7.0 | % | ||||||
Year ended March 31
|
||||||||
2014
|
2013
|
|||||||
Discount rate
|
9.8 | % | 8.8 | % | ||||
Rate of increase in the compensation levels
|
||||||||
On basic pay
|
1.5 | % | 1.5 | % | ||||
On dearness relief
|
7.0 | % | 7.0 | % | ||||
Pension increases (applicable on basic pension)
|
7.0 | % | 7.0 | % | ||||
ICICI Bank Limited and subsidiaries |
Schedules forming part of the Consolidated Financial Statements |
Asset category
|
Fair value at March 31, 2014
|
Fair value at March 31, 2013
|
Target asset allocation at March 31, 2015
|
Target asset allocation at March 31, 2014
|
||||||||||||
Government debt securities
|
676.0 | 726.0 | 7 | % | 7 | % | ||||||||||
Corporate debt securities
|
811.7 | 886.8 | 8 | % | 9 | % | ||||||||||
Balance with banks and others
|
328.0 | 612.0 | 3 | % | 6 | % | ||||||||||
Group Suraksha Scheme of ICICI Prudential Life Insurance Company Limited1
|
7,203.1 | 7,302.0 | 82 | % | 78 | % | ||||||||||
Total
|
9,018.8 | 9,526.8 | 100.0 | % | 100.0 | % | ||||||||||
|
1.
|
At March 31, 2014, investment primarily in government securities and corporate bonds was 45.4% and 54.6% respectively.
|
Amount
|
||||
Expected Group contributions to the fund during the year ending March 31, 2015
|
1,000.0 | |||
Expected benefit payments from the fund during the year ending March 31,
|
||||
2015
|
441.7 | |||
2016
|
652.7 | |||
2017
|
799.5 | |||
2018
|
906.2 | |||
2019
|
1,075.8 | |||
Thereafter upto 10 years
|
4,980.4 | |||
ICICI Bank Limited and subsidiaries |
Schedules forming part of the Consolidated Financial Statements |
h)
|
Earnings per share
|
Year ended March 31,
|
||||||||||||||||||||||||
2014
|
2013
|
2012
|
||||||||||||||||||||||
Basic
|
diluted
|
Basic
|
Diluted
|
Basic
|
Diluted
|
|||||||||||||||||||
Earnings
|
||||||||||||||||||||||||
Net income attributable to ICICI Bank stockholders (before dilutive impact)
|
101,421.0 | 101,421.0 | 101,051.5 | 101,051.5 | 70,810.7 | 70,810.7 | ||||||||||||||||||
Contingent issuances of subsidiaries/equity affiliates
|
.. | (125.4 | ) | .. | (185.0 | ) | .. | (93.4 | ) | |||||||||||||||
101,421.0 | 101,295.6 | 101,051.5 | 100,866.5 | 70,810.7 | 70,717.3 | |||||||||||||||||||
Common stock
|
||||||||||||||||||||||||
Weighted-average common stock outstanding
|
1,154.3 | 1,154.3 | 1,153.1 | 1,153.1 | 1,152.3 | 1,152.3 | ||||||||||||||||||
Dilutive effect of employee stock options
|
.. | 3.6 | .. | 3.4 | .. | 3.0 | ||||||||||||||||||
Total
|
1,154.3 | 1,157.9 | 1,153.1 | 1,156.5 | 1,152.3 | 1,155.3 | ||||||||||||||||||
Earnings per share
|
||||||||||||||||||||||||
Net income (Rs.)
|
87.86 | 87.48 | 87.64 | 87.21 | 61.45 | 61.21 | ||||||||||||||||||
ICICI Bank Limited and subsidiaries |
Schedules forming part of the Consolidated Financial Statements |
i)
|
Income taxes
|
At March 31,
|
||||||||
2014
|
2013
|
|||||||
Deferred tax assets
|
||||||||
Allowance for loan losses
|
36,363.0 | 31,473.2 | ||||||
Available for sale securities
|
14,034.1 | 1,248.3 | ||||||
Investments in trading securities
|
320.7 | 706.1 | ||||||
Unearned income
|
5,384.8 | 7,369.5 | ||||||
Business/capital loss carry forwards
|
1,705.1 | 772.5 | ||||||
Investments in subsidiaries and affiliates
|
6,307.6 | 5,548.1 | ||||||
Others
|
1,116.9 | 1,334.8 | ||||||
65,232.2 | 48,452.5 | |||||||
Valuation allowance
|
(349.0 | ) | (317.1 | ) | ||||
Total deferred tax asset
|
64,883.2 | 48,135.4 | ||||||
Deferred tax liabilities
|
||||||||
Available for sale securities
|
(156.7 | ) | (299.7 | ) | ||||
Property and equipment
|
(6,660.4 | ) | (5,883.3 | ) | ||||
Investments in subsidiaries and affiliates
|
(7,639.1 | ) | (2,093.5 | ) | ||||
Intangibles
|
(266.0 | ) | (529.2 | ) | ||||
Long-term debt
|
(274.9 | ) | (315.7 | ) | ||||
Others
|
(1,822.8 | ) | (2,041.3 | ) | ||||
Total deferred tax liability
|
(16,819.9 | ) | (11,162.7 | ) | ||||
Net deferred tax asset
|
48,063.3 | 36,972.7 | ||||||
1.
|
At March 31, 2014, the Company has not recognized a deferred tax liability of approximately Rs.2,161.8 million on foreign currency translation reserves pertaining to retained earnings of Rs. 6,360.1 million of its foreign branches since these earnings are intended to be reinvested indefinitely and tax liability will arise only on repatriation. A deferred tax liability will be recognized if the Bank can no longer demonstrate that it plans to indefinitely reinvest the retained earnings.
|
ICICI Bank Limited and subsidiaries |
Schedules forming part of the Consolidated Financial Statements |
Year ended March 31,
|
||||||||||||
2014
|
2013
|
2012
|
||||||||||
Income/(loss) before income taxes including non-controlling interest 1
|
143,382.5 | 139,835.4 | 102,208.7 | |||||||||
Statutory tax rate
|
33.99 | % | 32.45 | % | 32.45 | % | ||||||
Income tax expense/(benefit) at the statutory tax rate
|
48,735.7 | 45,369.6 | 33,161.7 | |||||||||
Increases/(reductions) in taxes on account of:
|
||||||||||||
Special tax deductions available to financial institutions
|
(3,128.1 | ) | (2,549.9 | ) | (1,998.5 | ) | ||||||
Exempt interest and dividend income
|
(2,777.4 | ) | (680.9 | ) | (1,029.9 | ) | ||||||
Income charged at rates other than statutory tax rate
|
(5,013.5 | ) | (5,049.2 | ) | (2,752.5 | ) | ||||||
Changes in the statutory tax rate
|
(1,551.1 | ) | 23.3 | 976.0 | ||||||||
Expenses disallowed for tax purposes
|
1,112.4 | 1,897.9 | 1,743.7 | |||||||||
Tax on undistributed earnings of subsidiaries
|
3,817.3 | (329.7 | ) | 1,171.5 | ||||||||
Change in valuation allowance
|
31.9 | 69.8 | (1.4 | ) | ||||||||
Tax adjustments in respect of prior year tax assessments
|
(7.4 | ) | (18.9 | ) | 61.2 | |||||||
Others
|
(145.8 | ) | (489.1 | ) | (373.5 | ) | ||||||
Income tax expense/(benefit) reported2
|
41,074.0 | 38,242.9 | 30,958.3 | |||||||||
1.
|
Includes income/(loss) before income taxes of foreign subsidiaries of Rs. 3,079.2 million, Rs. 5,714.2 million and Rs. 5,450.1 million for the year ended March 31, 2014, 2013 and 2012 respectively.
|
2.
|
Includes current taxes of foreign subsidiaries of Rs. 1,080.1 million, Rs. 1,206.8 million and Rs. 1,333.8 million deferred tax (expense)/benefit of foreign subsidiaries of Rs. 190.3 million, Rs. (274.3) million and Rs. (153.8) million for the year ended March 31, 2014, 2013 and 2012 respectively.
|
ICICI Bank Limited and subsidiaries |
Schedules forming part of the Consolidated Financial Statements |
Year ended March 31,
|
||||||||||||
2014
|
2013
|
2012
|
||||||||||
Beginning balance
|
16,415.5 | 10,202.3 | 10,027.3 | |||||||||
Increases related to prior year tax positions
|
3,515.4 | 4,567.2 | .. | |||||||||
Increases related to current year tax positions
|
2,567.9 | 1,646.0 | 206.9 | |||||||||
Decreases related to prior year tax positions
|
.. | .. | (31.9 | ) | ||||||||
Decreases related to settlements with taxing authorities
|
.. | .. | .. | |||||||||
Decreases related to lapsing of statute of limitations
|
.. | .. | .. | |||||||||
Ending balance
|
22,498.8 | 16,415.5 | 10,202.3 | |||||||||
j)
|
Other than temporary impairment
|
·
|
identification and evaluation of investments that have indications of possible impairment;
|
ICICI Bank Limited and subsidiaries |
Schedules forming part of the Consolidated Financial Statements |
·
|
analysis of evidential matter, including an evaluation of factors or triggers that would or could cause individual investments to qualify as having other than temporary impairment and those that would not support other than temporary impairment; and
|
·
|
documentation of the results of these analyses, as required under business policies.
|
Description of securities
|
Less than 12 months
|
12 months or longer
|
Total
|
|||||||||||||||||||||
Fair
Value
|
Unrealized Losses
|
Fair
Value
|
Unrealized Losses
|
Fair Value
|
Unrealized Losses
|
|||||||||||||||||||
Corporate debt securities
|
43,912.3 | (1,403.2 | ) | 10,434.1 | (485.2 | ) | 54,346.4 | (1,888.4 | ) | |||||||||||||||
Government securities
|
496,602.7 | (19,027.5 | ) | 307,483.5 | (16,840.5 | ) | 804,086.2 | (35,868.0 | ) | |||||||||||||||
Other securities
|
63,839.1 | (491.1 | ) | 20,910.8 | (1,684.5 | ) | 84,749.9 | (2,175.6 | ) | |||||||||||||||
Total debt securities
|
604,354.1 | (20,921.8 | ) | 338,828.4 | (19,010.2 | ) | 943,182.5 | (39,932.0 | ) | |||||||||||||||
Marketable equity securities
|
273.7 | (26.0 | ) | 3.0 | (1.7 | ) | 276.7 | (27.7 | ) | |||||||||||||||
Other securities
|
.. | .. | .. | .. | .. | .. | ||||||||||||||||||
Total
|
604,624.8 | (20,947.8 | ) | 338,831.4 | (19,011.9 | ) | 943,459.2 | (39,959.7 | ) | |||||||||||||||
Description of securities
|
Less than 12 months
|
12 months or longer
|
Total
|
|||||||||||||||||||||
Fair
Value
|
Unrealized Losses
|
Fair
Value
|
Unrealized Losses
|
Fair Value
|
Unrealized Losses
|
|||||||||||||||||||
Corporate debt securities
|
15,590.1 | (157.7 | ) | 22,314.8 | (564.2 | ) | 37,904.9 | (721.9 | ) | |||||||||||||||
Government securities
|
145,862.3 | (271.5 | ) | 336,758.9 | (7,993.4 | ) | 482,621.2 | (8,264.9 | ) | |||||||||||||||
Other securities
|
61,808.7 | (548.2 | ) | 14,914.3 | (2,702.4 | ) | 76,723.0 | (3,250.6 | ) | |||||||||||||||
Total debt securities
|
219,261.1 | (977.4 | ) | 373,988.0 | (11,260.0 | ) | 597,249.1 | (12,237.4 | ) | |||||||||||||||
Marketable equity securities
|
1,285.8 | (203.2 | ) | .. | .. | 1,285.8 | (203.2 | ) | ||||||||||||||||
Other securities
|
.. | .. | .. | .. | .. | .. | ||||||||||||||||||
Total
|
220,546.9 | (1,180.6 | ) | 373,988.0 | (11,260.0 | ) | 598,534.9 | (12,440.6 | ) | |||||||||||||||
Description of securities
|
Other than temporary impairment losses related to securities that the group does not intend to sell nor will likely be required to sell
|
|||||||||||||||||||
Total other than temporary impairment losses recognized during the year
|
Portion of other than temporary impairment losses recognized in OCI (before taxes)
|
Net other than temporary impairment losses recognized in earnings
|
Losses recognized in earnings for securities that the group intends to sell or more likely than not will be required to sell
|
Total losses recognized in earnings
|
||||||||||||||||
Corporate debt securities
|
1,730.7 | .. | 1,730.7 | 12.2 | 1,742.9 | |||||||||||||||
ICICI Bank Limited and subsidiaries |
Schedules forming part of the Consolidated Financial Statements |
Description of securities
|
Other than temporary impairment losses related to securities that the group does not intend to sell nor will likely be required to sell
|
|||||||||||||||||||
Total other than temporary impairment losses recognized during the year
|
Portion of other than temporary impairment losses recognized in OCI (before taxes)
|
Net other than temporary impairment losses recognized in earnings
|
Losses recognized in earnings for securities that the group intends to sell or more likely than not will be required to sell
|
Total losses recognized in earnings
|
||||||||||||||||
Government securities
|
.. | .. | .. | 302.2 | 302.2 | |||||||||||||||
Other securities
|
||||||||||||||||||||
Preference shares
|
597.9 | .. | 597.9 | .. | 597.9 | |||||||||||||||
Others
|
331.8 | .. | 331.8 | .. | 331.8 | |||||||||||||||
Total other securities
|
929.7 | .. | 929.7 | .. | 929.7 | |||||||||||||||
Total
|
2,660.4 | .. | 2,660.4 | 314.4 | 2,974.8 | |||||||||||||||
Description of securities
|
Other than temporary impairment losses related to securities that the group does not intend to sell nor will likely be required to sell
|
|||||||||||||||||||
Total other than temporary impairment losses recognized during the year
|
Portion of other than temporary impairment losses recognized in OCI (before taxes)
|
Net other than temporary impairment losses recognized in earnings
|
Losses recognized in earnings for securities that the group intends to sell or more likely than not will be required to sell
|
Total losses recognized in earnings
|
||||||||||||||||
Corporate debt securities
|
1,079.1 | .. | 1,079.1 | .. | 1,079.1 | |||||||||||||||
Government securities
|
.. | .. | .. | .. | .. | |||||||||||||||
Other securities
|
||||||||||||||||||||
Preference shares
|
410.6 | .. | 410.6 | .. | 410.6 | |||||||||||||||
Others
|
99.5 | .. | 99.5 | .. | 99.5 | |||||||||||||||
Total other securities
|
510.1 | .. | 510.1 | .. | 510.1 | |||||||||||||||
Total
|
1,589.2 | .. | 1,589.2 | .. | 1,589.2 | |||||||||||||||
Balance at March 31, 2013
|
Credit impairments in earnings on securities not previously impaired
|
Credit impairments recognized in earnings on securities that have been previously impaired
|
Reduction due to sales or maturity of credit impaired securities
|
Reduction of credit losses earlier recognized in earnings which the group intends to sell
|
Balance at March 31, 2014
|
|||||||||||||||||||
Corporate debt securities
|
638.1 | 356.0 | 1,374.8 | 16.3 | .. | 2,352.6 | ||||||||||||||||||
Preference shares
|
3,070.5 | 559.5 | 38.4 | 607.0 | .. | 3,061.4 | ||||||||||||||||||
Other securities
|
99.5 | .. | 331.8 | .. | .. | 431.3 | ||||||||||||||||||
Total
|
3,808.1
|
915.5
|
1,745.0
|
623.3
|
..
|
5,845.3
|
||||||||||||||||||
ICICI Bank Limited and subsidiaries |
Schedules forming part of the Consolidated Financial Statements |
Balance at March 31, 2012
|
Credit impairments in earnings on securities not previously impaired
|
Credit impairments recognized in earnings on securities that have been previously impaired
|
Reduction due to sales or maturity of credit impaired securities
|
Reduction of credit losses earlier recognized in earnings which the group intends to sell
|
Balance at March 31, 2013
|
|||||||||||||||||||
Corporate debt securities
|
711.4 | 378.6 | 700.5 | 1,152.4 | .. | 638.1 | ||||||||||||||||||
Preference shares
|
2,703.0 | 40.2 | 370.4 | 43.1 | .. | 3,070.5 | ||||||||||||||||||
Other Securities
|
.. | 99.5 | .. | .. | .. | 99.5 | ||||||||||||||||||
Total
|
3,414.4 | 518.3 | 1,070.9 | 1,195.5 | .. | 3,808.1 | ||||||||||||||||||
|
·
|
For the debt securities, the Group has assessed that the securities in an unrealized loss position have not been identified for sale and it is not more likely than not that the Group will be required to sell the securities before recovery of its amortized cost basis less any current period credit loss.
|
|
·
|
The diminution in the value of marketable equity securities and other securities is not considered as other than temporarily impaired at March 31, 2014 after considering the factors like projects under implementation, strategic nature of investments and the entity’s proposed capacity expansion for improving the marketability of the product, increasing sale trend, cash flows. Based on the evaluation and the company’s ability and intent to hold those investments for a reasonable period of time sufficient for a forecasted recovery of fair value, the Group does not consider these to be other than temporarily impaired at March 31, 2014.
|
k)
|
Comprehensive income
|
ICICI Bank Limited and subsidiaries |
Schedules forming part of the Consolidated Financial Statements |
Year ended March 31,
|
||||||||||||
2014
|
2013
|
2012
|
||||||||||
Net income/(loss) (net of tax) excluding non-controlling interest
|
101,421.0 | 101,051.5 | 70,810.7 | |||||||||
Other Comprehensive Income:
|
||||||||||||
Net unrealized gain/(loss) on securities, net of realization & others (net of tax)1
|
(20,746.8 | ) | 17,685.9 | (8,198.1 | ) | |||||||
Translation adjustments2
|
8,964.7 | 5,387.2 | 3,593.4 | |||||||||
Employee accounting for deferred benefit pensions and other post retirement benefits (net of tax)3
|
(491.7 | ) | (1,379.1 | ) | (1,320.5 | ) | ||||||
Comprehensive income attributable to ICICI Bank stockholders
|
89,147.2 | 122,745.5 | 64,885.5 | |||||||||
Comprehensive income attributable to non-controlling interests
|
898.0 | 540.5 | 438.8 | |||||||||
Total comprehensive income
|
90,045.2 | 123,286.0 | 65,324.3 | |||||||||
1.
|
Net of tax effect of Rs. 11,048.2 million, Rs. (7,949.3) million and Rs. 3,567.1 million for the year ended March 31, 2014, March 31, 2013, and March 31, 2012 respectively.
|
2.
|
Net of tax effect of Rs. (2,292.1) million, Rs. (361.8) million and Rs. (242.4) million for the year ended March 31, 2014, March 31, 2013, and March 31, 2012 respectively.
|
3.
|
Net of tax effect of Rs. 368.3 million, Rs. 662.3 million and Rs. 649.5 million for the year ended March 31, 2014, March 31, 2013 and March 31, 2012 respectively.
|
l)
|
Guarantees
|
Nature of guarantee
|
Maximum potential amount of future payments under guarantee
|
|||||||||||||||||||
Less than
1 year
|
1 - 3 years
|
3 - 5 years
|
Over 5 years
|
Total
|
||||||||||||||||
Financial guarantees
|
316,951.6 | 154,696.2 | 50,044.2 | 11,122.0 | 532,814.0 | |||||||||||||||
Performance guarantees
|
288,916.5 | 177,038.8 | 56,494.9 | 32,333.4 | 554,783.6 | |||||||||||||||
Total guarantees
|
605,868.1 | 331,735.0 | 106,539.1 | 43,455.4 | 1,087,597.6 | |||||||||||||||
ICICI Bank Limited and subsidiaries |
Schedules forming part of the Consolidated Financial Statements |
22.
|
Regulatory matters
|
ICICI Bank Limited and subsidiaries |
Schedules forming part of the Consolidated Financial Statements |
23.
|
Comparative figures
|
/s/ Chanda Kochhar
Managing Director & CEO
|
/s/ N. S. Kannan
Executive Director
|
/s/ Rakesh Jha
Chief Financial Officer
|
/s/ P. Sanker
Senior General Manager
(Legal) & Company Secretary
|
Place: Mumbai
Date: July 25, 2014
|
Page
|
||||||
MEMORANDUM OF ASSOCIATION
|
...
|
...
|
...
|
1-10
|
||
ARTICLES OF ASSOCIATION
|
...
|
...
|
...
|
11-67
|
||
Table A Excluded
|
...
|
...
|
...
|
11
|
||
Interpretation
|
...
|
...
|
...
|
11
|
||
Preliminary
|
...
|
...
|
...
|
12
|
||
Capital
|
...
|
...
|
...
|
12
|
||
Underwriting Commission
|
...
|
...
|
...
|
16
|
||
Certificates
|
...
|
...
|
...
|
16
|
||
Calls
|
...
|
...
|
...
|
17
|
||
Forfeiture, Surrender and Lien
|
...
|
...
|
...
|
19
|
||
Transfer and Transmission of Shares
|
...
|
...
|
...
|
21
|
||
Conversion of Shares into Stock
|
...
|
...
|
...
|
24
|
||
Increase, Reduction and Alteration of Capital
|
...
|
...
|
...
|
24
|
||
Modification of Class Rights
|
...
|
...
|
...
|
26
|
||
Joint Holders
|
...
|
...
|
...
|
27
|
||
Borrowing Powers
|
...
|
...
|
...
|
27
|
||
Meetings
|
...
|
...
|
...
|
29
|
||
Proceedings at General Meeting
|
...
|
...
|
...
|
32
|
||
Votes of Members
|
...
|
...
|
...
|
34
|
||
Directors
|
...
|
...
|
...
|
36
|
||
Rotation of Directors
|
...
|
...
|
...
|
42
|
||
Chairman , Executive Chairman , Chairman and
|
||||||
Managing Director , Managing Director
|
||||||
Whole-time Director
|
...
|
...
|
...
|
45
|
||
Proceedings of Directors’ Meetings
|
...
|
...
|
...
|
47
|
||
Powers of Directors
|
...
|
...
|
...
|
50
|
||
Minutes
|
...
|
...
|
...
|
55
|
||
The Seal
|
...
|
...
|
...
|
55
|
||
Establishment of Reserve Fund
|
...
|
...
|
...
|
56
|
||
Dividends
|
...
|
...
|
...
|
56
|
||
Capitalisation
|
...
|
...
|
...
|
58
|
||
Accounts
|
...
|
...
|
...
|
59
|
||
Audit
|
...
|
...
|
...
|
60
|
||
Notices
|
...
|
...
|
...
|
62
|
||
Winding up
|
...
|
...
|
...
|
63
|
||
Secrecy Clause
|
...
|
...
|
...
|
64
|
||
Indemnity and Responsibility
|
...
|
...
|
...
|
64
|
||
ANNEXURES - Resolutions for amendments to the Memorandum & Articles
|
||||||
of Association, copies of Schemes of amalgamations, Order of High Court,
|
||||||
Letters of RBI
|
||||||
67 onwards
|
Article
|
Page
|
||||||
Table A not to apply
|
|||||||
(except as expressly provided in these presents)
|
...
|
...
|
...
|
1
|
11
|
||
Company to be governed by these Articles
|
...
|
...
|
...
|
2
|
11
|
||
INTERPRETATION
|
|||||||
“Interpretation” Clause
|
...
|
...
|
...
|
3
|
11
|
||
“The Act” or “the said Act”
|
...
|
...
|
...
|
3
|
11
|
||
“Board”, “Board of Directors”
|
...
|
...
|
...
|
3
|
11
|
||
“Banking Act”
|
...
|
...
|
...
|
3
|
11
|
||
“The Company”
|
...
|
...
|
...
|
3
|
11
|
||
“Directors”
|
...
|
...
|
...
|
3
|
11
|
||
“Financial Year”
|
...
|
...
|
...
|
3
|
11
|
||
“Members”
|
...
|
...
|
...
|
3
|
11
|
||
“Month”
|
...
|
...
|
...
|
3
|
11
|
||
“The Office”
|
...
|
...
|
...
|
3
|
12
|
||
“These presents”
|
...
|
...
|
...
|
3
|
12
|
||
“The Register”
|
...
|
...
|
...
|
3
|
12
|
||
“The Registrar”
|
...
|
...
|
...
|
3
|
12
|
||
“Regulatory Agencies”
|
...
|
...
|
...
|
3
|
12
|
||
“Reserve Bank”
|
...
|
...
|
...
|
3
|
12
|
||
“The said Acts”
|
...
|
...
|
...
|
3
|
12
|
||
“The Seal”
|
...
|
...
|
...
|
3
|
12
|
||
“In Writing” or “Written”
|
...
|
...
|
...
|
3
|
12
|
||
Singular number
|
...
|
...
|
...
|
3
|
12
|
||
Gender
|
...
|
...
|
...
|
3
|
12
|
||
Persons
|
...
|
...
|
...
|
3
|
12
|
||
Expressions in the Act to bear the same meaning
|
|||||||
in Articles
|
...
|
...
|
...
|
3
|
12
|
||
Marginal notes
|
...
|
...
|
...
|
3
|
12
|
||
PRELIMINARY
|
|||||||
Copies of Memorandum and
|
|||||||
Articles of Association, etc., to be furnished
|
...
|
...
|
...
|
4
|
12
|
||
CAPITAL
|
|||||||
Capital
|
...
|
...
|
...
|
5
|
12
|
||
Power to increase or reduce capital
|
...
|
...
|
...
|
5
|
13
|
||
Power to issue Redeemable Preference Shares
|
...
|
...
|
...
|
5
|
13
|
||
Register of Members and Debenture-holders
|
...
|
...
|
...
|
6
|
13
|
Article
|
Page
|
||||||
Closure of Register of Members, etc.
|
...
|
...
|
...
|
7
|
13
|
||
Foreign Register
|
...
|
...
|
...
|
8
|
13
|
||
Inspection of Register of Members,
|
|||||||
Debenture-holders, etc.
|
...
|
...
|
...
|
9
|
14
|
||
Extracts or Copy of Register, etc.
|
...
|
...
|
...
|
9
|
14
|
||
The Company to send copy of Register, etc.
|
...
|
...
|
...
|
9
|
14
|
||
Nature and numbering of shares
|
...
|
...
|
...
|
10
|
14
|
||
Shares to be numbered progressively and no share
|
|||||||
to be subdivided
|
...
|
...
|
...
|
10
|
14
|
||
Restriction on allotment
|
...
|
...
|
...
|
11
|
14
|
||
Shares at the disposal of the Directors
|
...
|
...
|
...
|
12
|
14
|
||
Directors may allot shares as fully paid-up or
|
|||||||
partly paid-up
|
...
|
...
|
...
|
13
|
15
|
||
Unclassified shares
|
...
|
...
|
...
|
14
|
15
|
||
Issue of shares by General Meeting
|
...
|
...
|
...
|
15
|
15
|
||
Acceptance of shares
|
...
|
...
|
...
|
16
|
15
|
||
Deposit and calls, etc., to be debt payable immediately
|
... |
...
|
...
|
17
|
15
|
||
Issue of shares at a discount
|
...
|
...
|
...
|
18
|
15
|
||
Instalments on shares
|
...
|
...
|
...
|
19
|
16
|
||
Calls on shares of the same class to be on uniform basis
|
...
|
...
|
...
|
20
|
16
|
||
Company not bound to recognise any interest in shares
|
|||||||
other than that of the registered holders
|
...
|
...
|
...
|
21
|
16
|
||
Company’s funds may not be employed / lent for
|
|||||||
acquiring shares of the Company
|
...
|
...
|
...
|
22
|
16
|
||
UNDERWRITING COMMISSION
|
|||||||
Commission for subscribing to shares
|
...
|
...
|
...
|
23
|
16
|
||
CERTIFICATES
|
|||||||
Issue of certificates
|
...
|
...
|
...
|
24
|
16
|
||
Delivery of share certificates
|
...
|
...
|
...
|
24
|
16
|
||
Issue of new certificate in place of one defaced,
|
|||||||
lost or destroyed
|
...
|
...
|
...
|
25
|
16
|
||
Manner of issue, renewal, etc., of certificate
|
...
|
...
|
...
|
25
|
17
|
||
Fractional certificates
|
...
|
...
|
...
|
26
|
17
|
||
CALLS
|
|||||||
Calls
|
...
|
...
|
...
|
27
|
17
|
||
Call to date from resolution
|
...
|
...
|
...
|
28
|
17
|
||
Notice of call
|
...
|
...
|
...
|
29
|
18
|
||
Directors may extend time
|
...
|
...
|
...
|
30
|
18
|
||
Amount payable at fixed time or by instalments as calls
|
...
|
...
|
...
|
31
|
18
|
||
When interest on call or instalment payable
|
...
|
...
|
...
|
32
|
18
|
||
Partial payment not to preclude forfeiture
|
...
|
...
|
...
|
33
|
18
|
||
Payment in advance of calls may carry interest
|
...
|
...
|
...
|
34
|
18
|
||
Members not entitled to privileges of membership
|
|||||||
until all calls are paid
|
...
|
...
|
...
|
35
|
18
|
||
Evidence in actions by Company against shareholders
|
...
|
...
|
...
|
36
|
18
|
Article
|
Page
|
|
|||||
FORFEITURE, SURRENDER AND LIEN
|
|||||||
If call or instalment not paid, notice must be given
|
...
|
...
|
...
|
37
|
19
|
||
Form of notice
|
...
|
...
|
...
|
38
|
19
|
||
In default of payment, shares may be forfeited
|
...
|
...
|
...
|
39
|
19
|
||
Entry of forfeiture on Register of Members
|
...
|
...
|
...
|
40
|
19
|
||
Forfeited shares to be property of the Company
|
|||||||
and may be sold, etc.
|
...
|
...
|
...
|
41
|
19
|
||
Power to annul forfeiture
|
...
|
...
|
...
|
42
|
19
|
||
Effect of forfeiture
|
...
|
...
|
...
|
43
|
19
|
||
Shareholders liable to pay money and interest
|
|||||||
owing at the time of forfeiture
|
...
|
...
|
...
|
44
|
19
|
||
Certificate of forfeiture
|
...
|
...
|
...
|
45
|
20
|
||
Title of purchaser and allottee of forfeited share
|
...
|
...
|
...
|
46
|
20
|
||
Cancellation of share certificates in respect of
|
|||||||
forfeited shares
|
...
|
...
|
...
|
47
|
20
|
||
Application of forfeiture provisions
|
...
|
...
|
...
|
48
|
20
|
||
Company’s lien on shares
|
...
|
...
|
...
|
49
|
20
|
||
As to enforcing lien by sale
|
...
|
...
|
...
|
50
|
20
|
||
Application of proceeds of sale
|
...
|
...
|
...
|
51
|
20
|
||
Surrender of shares
|
...
|
...
|
...
|
52
|
20
|
||
TRANSFER AND TRANSMISSION OF SHARES
|
|||||||
Register of transfers
|
...
|
...
|
...
|
53
|
21
|
||
Transfer not to be registered except on production
|
...
|
...
|
...
|
54
|
21
|
||
of instrument of transfer
|
|||||||
Transfer of instrument by legal representative
|
...
|
...
|
...
|
55
|
21
|
||
Application for transfer
|
...
|
...
|
...
|
56
|
21
|
||
Company’s power to refuse transfer
|
...
|
...
|
...
|
57
|
22
|
||
Transferor liable until the transferee entered on Register
|
...
|
...
|
...
|
58
|
22
|
||
Directors may refuse to register transfer
|
...
|
...
|
...
|
59
|
22
|
||
Notice of refusal to transferee and transferor
|
...
|
...
|
...
|
60
|
23
|
||
Transfer to minor, etc.
|
...
|
...
|
...
|
61
|
23
|
||
Custody of transfer deeds
|
...
|
...
|
...
|
62
|
23
|
||
Title to shares of deceased holder
|
...
|
...
|
...
|
63
|
23
|
||
Registration of persons entitled to shares otherwise
|
|||||||
than by transfer (Transmission Clause)
|
...
|
...
|
...
|
64
|
23
|
||
Refusal to register nominee
|
...
|
...
|
...
|
65
|
23
|
||
Board may require evidence of transmission
|
...
|
...
|
...
|
66
|
23
|
||
Fee on transfer or transmission
|
...
|
...
|
...
|
67
|
24
|
||
The Company not liable for disregard of a
|
|||||||
notice prohibiting registration of transfer
|
...
|
...
|
...
|
68
|
24
|
||
CONVERSION OF SHARES INTO STOCK
|
|||||||
Conversion of shares into stock and reconversion
|
...
|
...
|
...
|
69
|
24
|
||
Transfer of stock
|
...
|
...
|
...
|
70
|
24
|
||
Rights of stockholders
|
...
|
...
|
...
|
71
|
24
|
||
Share regulations to apply
|
...
|
...
|
...
|
72
|
24
|
Article
|
Page
|
||||||
INCREASE, REDUCTION AND ALTERATION OF CAPITAL
|
|||||||
Increase of capital
|
...
|
...
|
...
|
73
|
24
|
||
On what conditions new shares may be issued
|
...
|
...
|
...
|
74
|
25
|
||
Further issue of capital
|
...
|
...
|
...
|
75
|
25
|
||
Shares under control of General Meeting
|
...
|
...
|
...
|
76
|
25
|
||
Same as original capital
|
...
|
...
|
...
|
77
|
26
|
||
Reduction of capital
|
...
|
...
|
...
|
78
|
26
|
||
Division and subdivision of shares
|
...
|
...
|
...
|
79
|
26
|
||
Directors’ discretion regarding subdivision
|
...
|
...
|
...
|
80
|
26
|
||
Company may purchase its own shares
|
...
|
...
|
...
|
80A
|
26
|
||
MODIFICATION OF CLASS RIGHTS
|
|||||||
Power to modify right of different classes of shareholders
|
|||||||
and the rights of dissentient shareholders
|
...
|
...
|
...
|
81
|
26
|
||
JOINT-HOLDERS
|
|||||||
Joint-holders
|
...
|
...
|
...
|
82
|
27
|
||
Company may refuse to register more than three persons
|
...
|
...
|
...
|
82
|
27
|
||
Joint and several liability for all payments in respect
|
|||||||
of shares
|
...
|
...
|
...
|
82
|
27
|
||
Title of survivors
|
...
|
...
|
...
|
82
|
27
|
||
Receipt of one joint-holder sufficient
|
...
|
...
|
...
|
82
|
27
|
||
Delivery of certificates and giving notice to first-named holder
|
...
|
...
|
...
|
82
|
27
|
||
Votes of joint-holders
|
...
|
...
|
...
|
82
|
27
|
||
BORROWING POWERS
|
|||||||
Power to borrow
|
...
|
...
|
...
|
83
|
27
|
||
Bonds, debentures, etc., to be subject to the control
|
|||||||
of Directors
|
...
|
...
|
...
|
84
|
28
|
||
Securities may be assignable free from equities
|
...
|
...
|
...
|
85
|
28
|
||
Issue of bonds, debentures, etc., at discount, etc.,
|
|||||||
or with special privilege
|
...
|
...
|
...
|
86
|
28
|
||
Mortgage of uncalled capital
|
...
|
...
|
...
|
87
|
28
|
||
Register of charges
|
...
|
...
|
...
|
88
|
28
|
||
MEETINGS
|
|||||||
Annual General Meeting
|
...
|
...
|
...
|
89
|
29
|
||
Extraordinary General Meetings
|
...
|
...
|
...
|
90
|
29
|
||
Calling of Extraordinary General Meetings
|
...
|
...
|
...
|
91
|
29
|
||
Notice of Meeting
|
...
|
...
|
...
|
92
|
30
|
||
Contents and manner of service of notice and
|
|||||||
persons on whom it is to be served
|
...
|
...
|
...
|
93
|
30
|
||
Omission to give notice not to invalidate the
|
|||||||
proceedings at the meeting
|
...
|
...
|
...
|
93
|
31
|
||
Business at the Annual General Meeting
|
...
|
...
|
...
|
94
|
31
|
||
Explanatory Statement to be annexed to the notice
|
...
|
...
|
...
|
94
|
31
|
||
Ordinary and Special Resolutions
|
...
|
...
|
...
|
95
|
31
|
||
Resolutions requiring Special Notice
|
...
|
...
|
...
|
96
|
32
|
Article
|
Page
|
||||||
PROCEEDINGS AT GENERAL MEETING
|
|||||||
Quorum at General Meeting
|
...
|
...
|
...
|
97
|
32
|
||
Business confined to election of Chairman whilst
|
|||||||
Chair vacant
|
...
|
...
|
...
|
98
|
32
|
||
Chairman of General Meeting
|
...
|
...
|
...
|
99
|
32
|
||
Proceedings when quorum not present
|
...
|
...
|
...
|
100
|
32
|
||
Adjournment of meeting
|
...
|
...
|
...
|
101
|
33
|
||
What is to be evidence of the passing of
|
|||||||
resolution where poll not demanded
|
...
|
...
|
...
|
102
|
33
|
||
Demand for poll
|
...
|
...
|
...
|
103
|
33
|
||
Time of taking poll
|
...
|
...
|
...
|
104
|
33
|
||
Right of Member to use his votes differently
|
...
|
...
|
...
|
105
|
33
|
||
Scrutineers at poll
|
...
|
...
|
...
|
106
|
33
|
||
Manner of taking poll and result thereof
|
...
|
...
|
...
|
107
|
34
|
||
Motion how decided in case of equality of votes
|
...
|
...
|
...
|
108
|
34
|
||
Demand for poll not to prevent transaction
|
|||||||
of other business
|
...
|
...
|
...
|
109
|
34
|
||
Minutes of General Meeting
|
...
|
...
|
...
|
110
|
34
|
||
Inspection of Minutes Books
|
...
|
...
|
...
|
111
|
34
|
||
Copies of Minutes
|
...
|
...
|
...
|
112
|
34
|
||
VOTES OF MEMBERS
|
|||||||
Votes
|
...
|
...
|
...
|
113
|
34
|
||
Voting by Members of unsound mind
|
...
|
...
|
...
|
114
|
34
|
||
Voting by Body Corporates
|
...
|
...
|
...
|
115
|
34
|
||
Votes in respect of shares of deceased Members
|
...
|
...
|
...
|
116
|
35
|
||
Qualification of proxy
|
...
|
...
|
...
|
117
|
35
|
||
Votes may be given by proxy or attorney
|
...
|
...
|
...
|
118
|
35
|
||
Execution of instrument of proxy
|
...
|
...
|
...
|
119
|
35
|
||
Deposit of instruments of appointment and inspection
|
...
|
...
|
...
|
120
|
35
|
||
Custody of the instrument
|
...
|
...
|
...
|
121
|
36
|
||
Validity of votes given by proxy notwithstanding
|
|||||||
death of Member, etc.
|
...
|
...
|
...
|
122
|
36
|
||
Time for objections to votes
|
...
|
...
|
...
|
123
|
36
|
||
Chairman of any meeting to be the judge of
|
|||||||
validity of any vote
|
...
|
...
|
...
|
124
|
36
|
||
Equal rights of Members
|
...
|
...
|
...
|
125
|
36
|
||
DIRECTORS
|
|||||||
Number of Directors
|
...
|
...
|
...
|
126
|
36
|
||
First Directors
|
...
|
...
|
...
|
127
|
36
|
||
Non-rotational Directors
|
...
|
...
|
...
|
128
|
36
|
||
Debenture Director
|
...
|
...
|
...
|
129
|
37
|
||
Alternate Director
|
...
|
...
|
...
|
130
|
37
|
||
Share qualification
|
...
|
...
|
...
|
131
|
38
|
||
Remuneration of Directors
|
...
|
...
|
...
|
132
|
38
|
Article
|
Page
|
||||||
Directors, not bona fide residents of the place where a
|
|||||||
meeting is held, may receive extra compensation
|
...
|
...
|
...
|
133
|
38
|
||
Extra remuneration to Directors for special work
|
...
|
...
|
...
|
134
|
38
|
||
Additional Director
|
...
|
...
|
...
|
135
|
39
|
||
Casual vacancy
|
...
|
...
|
...
|
136
|
39
|
||
Directors may act notwithstanding vacancy
|
...
|
...
|
...
|
137
|
39
|
||
Office of Directors becoming vacant
|
...
|
...
|
...
|
138
|
39
|
||
Period from which disqualification to take effect
|
...
|
...
|
...
|
138
|
40
|
||
Disclosure of interest by Director
|
...
|
...
|
...
|
139
|
40
|
||
Interested Director not to participate or vote in
|
|||||||
Board Meetings
|
...
|
...
|
...
|
140
|
41
|
||
Directors may be Directors of companies promoted
|
|||||||
by the Company
|
...
|
...
|
...
|
141
|
41
|
||
Disclosures by Director on appointment
|
...
|
...
|
...
|
141
|
41
|
||
Register of Directors, etc.
|
...
|
...
|
...
|
141
|
42
|
||
Director to give notice of his shareholdings
|
...
|
...
|
...
|
141
|
42
|
||
Disclosure by Director of interest in any other
|
|||||||
company, etc.
|
...
|
...
|
...
|
141
|
42
|
||
ROTATION OF DIRECTORS
|
|||||||
Directors to retire annually how determined
|
...
|
...
|
...
|
142
|
42
|
||
Which Directors to retire
|
...
|
...
|
...
|
143
|
42
|
||
Re-election
|
...
|
...
|
...
|
144
|
42
|
||
Company to fill up vacancy
|
...
|
...
|
...
|
145
|
42
|
||
Retiring Directors to remain in office till
|
|||||||
successors appointed
|
...
|
...
|
...
|
146
|
42
|
||
Appointment of Directors to be voted on individually
|
...
|
...
|
...
|
147
|
43
|
||
Company may increase or reduce the number
|
|||||||
of Directors
|
...
|
...
|
...
|
148
|
43
|
||
Right of persons other than retiring Directors to
|
|||||||
stand for Directorship
|
...
|
...
|
...
|
149
|
43
|
||
Removal of Directors
|
...
|
...
|
...
|
150
|
44
|
||
CHAIRMAN - EXECUTIVE CHAIRMAN - CHAIRMAN AND MANAGING DIRECTOR -
MANAGING DIRECTOR - WHOLE-TIME DIRECTOR
|
|||||||
Board may appoint Chairman, Managing Director(s)
|
|||||||
or Whole-time Director(s)
|
...
|
...
|
...
|
151
|
45
|
||
What provisions they will be subject to
|
...
|
...
|
...
|
151(d)
|
46
|
||
Remuneration of Managing or Whole-time Director(s)
|
...
|
...
|
...
|
151
|
46
|
||
PROCEEDINGS OF DIRECTORS’ MEETINGS
|
|||||||
Meeting of Directors
|
...
|
...
|
...
|
152
|
47
|
||
When meeting to be convened
|
...
|
...
|
...
|
153
|
47
|
||
Notice of meetings
|
...
|
...
|
...
|
154
|
47
|
||
Quorum and its competence to exercise powers
|
...
|
...
|
...
|
155
|
47
|
||
Procedure where meetings adjourned for want of quorum
|
...
|
...
|
...
|
156
|
48
|
Article
|
Page
|
||||||
Directors may appoint Committees
|
...
|
...
|
...
|
157
|
48
|
||
Meetings of Committees how to be governed
|
...
|
...
|
...
|
158
|
48
|
||
Chairman to preside over meetings of Board
|
...
|
...
|
...
|
159
|
48
|
||
Questions at Board Meetings to be decided
|
...
|
...
|
...
|
159
|
48
|
||
Powers to be exercised at meeting
|
...
|
...
|
...
|
160
|
48
|
||
Certain powers to be exercised by Board at meeting only
|
...
|
...
|
...
|
161
|
48
|
||
Consent of the Company necessary for exercise
|
|||||||
of certain powers
|
...
|
...
|
...
|
162
|
49
|
||
Acts of Board or Committees valid notwithstanding
|
|||||||
defect of appointment
|
...
|
...
|
...
|
163
|
50
|
||
Resolution by circular
|
...
|
...
|
...
|
164
|
50
|
||
Reconstitution of the Board
|
...
|
...
|
...
|
165
|
50
|
||
POWERS OF DIRECTORS
|
|||||||
General powers of Company vested in Directors
|
...
|
...
|
...
|
166
|
50
|
||
Specific powers given to Directors
|
...
|
...
|
...
|
167
|
51
|
||
To pay costs of incorporation
|
...
|
...
|
...
|
167
|
51
|
||
Seal abroad
|
...
|
...
|
...
|
167
|
51
|
||
Acquiring properties, rights, etc.
|
...
|
...
|
...
|
167
|
51
|
||
To pay for property
|
...
|
...
|
...
|
167
|
51
|
||
To insure properties
|
...
|
...
|
...
|
167
|
51
|
||
To open bank accounts
|
...
|
...
|
...
|
167
|
51
|
||
To secure contracts by mortgage
|
...
|
...
|
...
|
167
|
51
|
||
To attach conditions
|
...
|
...
|
...
|
167
|
51
|
||
To accept surrender of shares
|
...
|
...
|
...
|
167
|
52
|
||
To appoint trustees
|
...
|
...
|
...
|
167
|
52
|
||
To institute, act, conduct legal proceedings
|
...
|
...
|
...
|
167
|
52
|
||
To refer to arbitration
|
...
|
...
|
...
|
167
|
52
|
||
To act in matters of bankruptcy and insolvency
|
...
|
...
|
...
|
167
|
52
|
||
To give receipts
|
...
|
...
|
...
|
167
|
52
|
||
To determine who shall be entitled to sign on
|
|||||||
Company’s behalf
|
...
|
...
|
...
|
167
|
52
|
||
To invest moneys
|
...
|
...
|
...
|
167
|
52
|
||
To give security by way of indemnity
|
...
|
...
|
...
|
167
|
52
|
||
To give interest in particular business or transaction, etc.
|
...
|
...
|
...
|
167
|
52
|
||
To provide for the welfare of employees, etc.
|
...
|
...
|
...
|
167
|
53
|
||
To subscribe to charitable funds
|
...
|
...
|
...
|
167
|
53
|
||
To establish revenue fund
|
...
|
...
|
...
|
167
|
53
|
||
To appoint officers, etc.
|
...
|
...
|
...
|
167
|
53
|
||
To ensure compliance of local laws
|
...
|
...
|
...
|
167
|
54
|
||
To establish Local Boards
|
...
|
...
|
...
|
167
|
54
|
||
To appoint attorneys
|
...
|
...
|
...
|
167
|
54
|
||
Delegation of powers
|
...
|
...
|
...
|
167
|
54
|
||
Subdelegation of powers
|
...
|
...
|
...
|
167
|
54
|
||
To enter into contracts
|
...
|
...
|
...
|
167
|
54
|
Article
|
Page
|
||||||
Provisions of the Act to be complied with by Directors
|
... |
...
|
...
|
168
|
55
|
||
MINUTES
|
|||||||
Minutes of proceedings of Board of Directors
|
|||||||
and Committees
|
...
|
...
|
...
|
169
|
55
|
||
By whom Minutes to be signed and effect thereof
|
...
|
...
|
...
|
170
|
55
|
||
THE SEAL
|
|||||||
The Seal, its custody and use
|
...
|
...
|
...
|
171
|
55
|
||
ESTABLISHMENT OF RESERVE FUND
|
|||||||
Reserve funds
|
...
|
...
|
...
|
172
|
56
|
||
DIVIDENDS
|
|||||||
Division of profit
|
...
|
...
|
...
|
173
|
56
|
||
Capital paid up in advance at interest not
|
|||||||
to earn dividend
|
...
|
...
|
...
|
174
|
56
|
||
Dividends in proportion to amount paid up
|
...
|
...
|
...
|
175
|
56
|
||
Declaration of dividend and writing off
|
|||||||
capitalised expenses
|
...
|
...
|
...
|
176
|
56
|
||
Power to declare dividend without writing off
|
...
|
...
|
...
|
176
|
56
|
||
The Company in General Meeting may
|
|||||||
declare a dividend
|
...
|
...
|
...
|
177
|
56
|
||
No larger dividend than recommended by Directors, etc.
|
...
|
...
|
...
|
178
|
56
|
||
Interim dividend
|
...
|
...
|
...
|
179
|
57
|
||
Retention of dividends
|
...
|
...
|
...
|
180
|
57
|
||
No Member to receive dividend whilst indebted to the Company
|
|||||||
and Company’s right of reimbursement thereof
|
...
|
...
|
...
|
181
|
57
|
||
Transfer of shares must be registered
|
...
|
...
|
...
|
182
|
57
|
||
Dividends how remitted
|
...
|
...
|
...
|
183
|
57
|
||
Unclaimed dividends
|
...
|
...
|
...
|
184
|
57
|
||
Dividend and call together
|
...
|
...
|
...
|
185
|
58
|
||
Special provision in reference to dividend
|
...
|
...
|
...
|
186
|
58
|
||
CAPITALISATION
|
|||||||
Capitalisation
|
...
|
...
|
...
|
187
|
58
|
||
ACCOUNTS
|
|||||||
Accounts
|
...
|
...
|
...
|
188
|
59
|
||
Furnishing of statement of accounts and reports
|
...
|
...
|
...
|
189
|
59
|
||
Form and contents of Balance Sheet and
|
|||||||
Profit and Loss Account
|
...
|
...
|
...
|
190
|
60
|
||
Authentication of Balance Sheet and other documents
|
|||||||
copies thereof to be sent to Members
|
...
|
...
|
...
|
191
|
60
|
||
Copies of Balance Sheet, Profit and Loss Account and
|
|||||||
Auditors’ Report shall be filed with the Registrar
|
...
|
...
|
...
|
192
|
60
|
||
AUDIT
|
|||||||
Accounts to be audited
|
...
|
...
|
...
|
193
|
60
|
||
Appointment and qualification of Auditors
|
...
|
...
|
...
|
194
|
60
|
||
Branch audit
|
...
|
...
|
...
|
195
|
60
|
||
Remuneration of Auditors
|
...
|
...
|
...
|
196
|
60
|
Article
|
Page
|
||||||
Auditors: their Report, powers and duties
|
...
|
...
|
...
|
197
|
61
|
||
Auditors’ right to attend meetings
|
...
|
...
|
...
|
198
|
61
|
||
Additional information in Auditors’ Report
|
...
|
...
|
...
|
199
|
61
|
||
Reasons for qualifications in Auditors’ Report
|
...
|
...
|
...
|
200
|
62
|
||
No qualifying remark in Auditors’ Report for
|
|||||||
non-disclosure of certain information
|
...
|
...
|
...
|
201
|
62
|
||
Accounts when audited and approved to be conclusive
|
|||||||
except as to errors discovered within three months |
...
|
...
|
...
|
202
|
62
|
||
NOTICES
|
|||||||
Notice
|
...
|
...
|
...
|
203
|
62
|
||
Notice on Members having no registered address
|
...
|
...
|
...
|
204
|
63
|
||
Notice on persons acquiring shares on death or
|
|||||||
insolvency of Member
|
...
|
...
|
...
|
205
|
63
|
||
Persons entitled to notice of General Meetings
|
...
|
...
|
...
|
206
|
63
|
||
Notice by Company and signature thereto
|
...
|
...
|
...
|
207
|
63
|
||
Transferee, etc., bound by prior notices
|
...
|
...
|
...
|
208
|
63
|
||
Notice valid though Member deceased
|
...
|
...
|
...
|
209
|
63
|
||
WINDING UP
|
|||||||
Winding up
|
...
|
...
|
...
|
210
|
63
|
||
Distribution in specie or kind
|
...
|
...
|
...
|
211
|
63
|
||
Distribution of assets
|
...
|
...
|
...
|
212
|
64
|
||
Right of shareholders in case of sale
|
...
|
...
|
...
|
213
|
64
|
||
SECRECY CLAUSE
|
|||||||
Secrecy clause
|
...
|
...
|
...
|
214
|
64
|
||
INDEMNITY AND RESPONSIBILITY
|
|||||||
Directors’ and others’ right to indemnity
|
...
|
...
|
...
|
215
|
64
|
COMPANIES ACT, 1956
COMPANY LIMITED BY SHARES
|
Special Adhesive Stamp
Rs. 100/-14.12.1993
|
|
MEMORANDUM OF ASSOCIATION
OF
ICICI BANK LIMITED
|
I.
|
The name of the Company is ICICI BANK LIMITED.1
|
II.
|
The Registered Office of the Company will be situated in the State of Gujarat.
|
III.
|
The objects for which the Company is established are :
|
A.
|
THE MAIN OBJECTS TO BE PURSUED BY THE COMPANY ON ITS INCORPORATION ARE :
|
1.
|
To establish and carry on business of banking in any part of India or outside India.
|
2.
|
To carry on the business of accepting, for the purpose of lending or investment, of deposits of money repayable on demand or otherwise and withdrawable by cheque, draft, order or otherwise.
|
3.
|
To borrow, raise or take up money, lend or advance money with or without interest either upon or without security.
|
4.
|
To draw, make, execute, issue, endorse, negotiate, accept, discount, buy, sell, collect and deal in bills of exchange, hundies, promissory notes, coupons, drafts, bills of lading, railway receipts, warrants, debentures, bonds, mortgage-backed securities, letters of credit or obligations, certificates, scrips and other instruments and securities whether transferable or negotiable or mercantile or not.
|
5.
|
To grant and issue letters of credit, traveller’s cheques and circular notes, buy, sell and deal in bullion and specie.
|
6.
|
To receive all kinds of bonds, scrips or valuables on deposit or for safe custody or otherwise, provide safe deposit vaults, collect and transmit money, negotiable instruments and all securities.
|
7.
|
To buy, acquire, issue on commission, deal, sell, dispose of, exchange, convert, underwrite, subscribe, participate, invest in and hold whether on its own account or on behalf of any person, body corporate, company, society, firm or association of persons whether incorporated or not, shares, stocks, funds, debentures, debenture stocks, units, promissory notes, bills of exchange, bonds, warrants, participation certificates or participation units, other money market or capital market instruments, obligations and securities and investments of all kinds issued or guaranteed by any government, state, dominion, sovereign body, commission, public body or authority, supreme, local or municipal or company or body, whether incorporated or not or by any person or association.
|
7A2
|
To securitise, purchase, acquire, invest in, transfer, sell, dispose of or trade in any financial asset whatsoever, receivables, debts, whether unsecured or secured by mortgage of immoveables or charge on movables or otherwise, securitised debts, asset or mortgaged-backed securities or mortgage- backed securitised debts and to manage, service or collect the same and to appoint managing, servicing or collection agent therefor and to issue certificates or other instruments in respect thereof to public or private investors
|
1
|
The name of the Company has been changed from ICICI Banking Corporation Limited to ICICI Bank Limited pursuant to the Special Resolution passed by the Members at their Fifth Annual General Meeting held on June 14, 1999 and approval of the Registrar of Companies vide fresh certificate of incorporation dated September 10, 1999.
|
2
|
Clause 7A has been inserted pursuant to the Special Resolution passed by the Members by means of postal ballot, the result of which was declared at the Eighth Annual General Meeting held on September 16, 2002 as also approved by Reserve Bank of India vide its letter dated May 12, 2004.
|
8.
|
To act as foreign exchange dealer and to buy, sell or otherwise deal in all kinds of foreign currencies including foreign bank notes, foreign currency options, forward covers, swaps of all kinds and to transact for itself or on behalf of any person, body corporate, company, society, firm or association of persons whether incorporated or not, all transactions in foreign currencies.
|
9.
|
To carry on the activities of bill discounting, rediscounting bills, marketing, factoring, dealing in commercial paper, treasury bills, certificate of deposits and other financial instruments.
|
10.
|
To act as agents for any government or local authority or any other person or persons, carry on agency business of any description including clearing and forwarding of goods, give receipts and discharges and otherwise act as an attorney on behalf of customers, but excluding the business of a managing agent or secretary and treasurer of a company.
|
11.
|
To contract for public and private loans and advances and negotiate and issue the same.
|
12.
|
To form, constitute, promote, act as managing and issuing agents, brokers, sub-brokers, prepare projects and feasibility reports for and on behalf of any company, association, society, firm, individual and body corporate.
|
13.
|
To carry on and transact every kind of guarantee and indemnity business.
|
14.
|
To undertake and execute trusts and the administration of estates as executor or trustee.
|
15.
|
To act as Registrar and Transfer Agents and Registrar to the Issue, Issue Agents and Paying Agents.
|
16.
|
To provide custodial and depository services and to do all such things as may be advised, permitted or required for this purpose.
|
17.
|
To effect, insure, guarantee, underwrite, participate in managing and carrying out of any issue, public or private, of state, municipal or other loans or of shares, stock, debentures or debenture stock of any company, corporation or association and the lending of money for the purpose of any such issue.
|
183.
|
To provide credit, charge, debit, saving, investment or other facilities to any person or persons (whether individuals, firms, companies, bodies, corporate or other entities), whether in the private or public sector by issuance of credit, charge, debit, stored value, prepaid, smart or other cards whether private label, co-branded, affinity or otherwise and to establish and maintain card acceptance network (including physical, electronic, computer or automated machines network) and make payments or provide settlement service to the merchants or issuing banks on account of usage by the cardholders of the credit, charge, debit, stored value, prepaid, smart or other cards whether private label, co- branded, affinity or otherwise.
|
19.
|
To provide or assist in obtaining, directly or indirectly, advice or services in various fields such as management, finance, investment, technology, administration, commerce, law, economics, labour, human resources development, industry, public relations, statistics, science, computers, accountancy, taxation, fund management, foreign exchange dealings, quality control, processing, strategic planning and valuation.
|
20.
|
To do any other form of business which the Government of India may specify as a form of business in which it is lawful for a banking company to engage.
|
3
|
The following clause 18 has been replaced by the above new clause 18 pursuant to the Special Resolution passed by the Members by means of postal ballot, the result of which was declared at the Eighth Annual General Meeting held on September 16, 2002 as also approved by Reserve Bank of India vide its letter dated May 12, 2004.
|
18.
|
To issue debit or credit cards to customers or any other person.
|
20A4.
|
To carry on the business of assisting industrial, infrastructure and commercial enterprises : in general by
|
i)
|
assisting in the creation, expansion and modernisation of such enterprises;
|
ii)
|
encouraging and promoting the participation of capital, both internal and external in such enterprises; and in particular by
|
i)
|
providing finance in the form of long, medium or short term loans or equity participations;
|
ii)
|
sponsoring and underwriting new issues of shares and securities;
|
iii)
|
guaranteeing loans from other investment sources;
|
iv)
|
making funds available for re-investment by revolving investments as rapidly as prudent;
|
v)
|
performing and undertaking activities pertaining to leasing, giving on hire or hire-purchase, bill marketing, factoring and related fields.
|
20B4.
|
To lend money, with or without interest, (with or without security) for any maturity, in any form whatsoever including by way of loans, advances, instalment credit, trade finance, hire or otherwise to any person or persons (whether individuals, firms, companies, bodies corporate, Government, State, Sovereign, public body or authority, supreme, local or otherwise or other entities), whether in the private or public sector, for any purpose whatsoever, including agriculture, industry, infrastructure, export-import, housing, consumer or others.
|
20C4.
|
To lend money, with or without interest, (with or without security) for any maturity, in any form whatsoever, to any person or persons (whether individuals, firms, companies, bodies corporate, Government, State, Sovereign, public body or authority, supreme, local or otherwise or other entities), whether in the private or public sector, for:
|
(i)
|
Purchasing or acquiring any freehold or leasehold lands, estate or interest in any land or property,
|
(ii)
|
Taking demise for any term or terms of years of any land or property or
|
(iii)
|
Constructions, erection, purchase, extension, alteration, renovation, development or repair any house or building or any form of real estate or any part or portion thereof.
|
20D4.
|
To provide financial assistance to any person or persons (whether individuals, firms, companies, bodies corporate, Government, State, Sovereign, public body or authority, supreme, local or otherwise or other entities), whether in the private or public sector for any purpose whatsoever by means of leasing, giving on hire or hire-purchase, lending, selling, reselling, or otherwise disposing of all forms of immoveable and moveable properties and assets of any kind, nature or use, whatsoever and for the purpose, purchasing or otherwise acquiring dominion over the same, whether new or used.
|
20E4.
|
To purchase, acquire, sell, dispose of, deal or trade in bullion and specie and/or to issue, subscribe to, acquire, purchase, sell, dispose of, deal or trade in derivative financial instruments including futures, forwards options, swaps, caps, collars, floors, swap options, bond options or other derivative instruments whether traded on any market or exchange or otherwise, for proprietary trading activities or for any person or persons (whether individuals, firms, companies, bodies corporate, Government, State, Sovereign, public body or authority, supreme, local or otherwise or other entities), whether in the private or public sector.
|
20F4.
|
To promote, organise, manage or undertake the activities of insurance intermediaries including insurance or reinsurance brokers, consultants, surveyors, loss assessors, loss control engineers, risk managers, actuarial analyst and to promote, organise, manage or undertake, marketing, trading, distribution or servicing of insurance and assurance products of all kinds, whether life or general; financial, investment or other products including (without limitation) securities, stocks, shares, debentures, bonds, units, certificates or services offered by the Company and/or by any person, firm, company, body corporate, mutual fund, Government, State, public body or authority, supreme, municipal, local or otherwise, through the Company’s branches, or offices.
|
4
|
Clauses 20A - 20I inserted under Clause 20 pursuant to the Special Resolution passed by the Members by means of postal ballot, the result of which was declared at the Eighth Annual General Meeting held on September 16, 2002 as also approved by Reserve Bank of India vide its letter dated May 12, 2004.
|
20G4.
|
To promote, organise or manage funds or investments on a discretionary or non-discretionary basis on behalf of any person or persons (whether individual, firms, companies, bodies corporate, public body or authority, supreme, local or otherwise, trusts, pension funds, offshore funds, charities, other associations or other entities), whether in the private or public sector.
|
20H4.
|
To act as Trustee of any deeds, constituting or securing any debentures, debenture stock, or other securities or obligations and to undertake and execute any other trusts, and also to undertake the office of or exercise the powers of executor, administrator, receiver, treasurer, custodian and trust corporation.
|
20I4.
|
To provide financial services, advisory and counselling services and facilities of every description capable of being provided by share and stock brokers, share and stock jobbers, share dealers, investment fund managers and to arrange and sponsor public and private issues or placement of shares and loan capital and to negotiate and underwrite such issues.
|
B.
|
OBJECTS INCIDENTAL OR ANCILLARY TO THE ATTAINMENT OF THE MAIN OBJECTS:
|
21.
|
To establish, maintain and operate electronic teller machines for carrying on any of the banking businesses.
|
22.
|
To acquire and undertake the whole or any part of the business, property and liabilities of any person carrying on any business which the Company is authorised to carry on or possession of property suitable for the purposes of the objects of the Company.
|
23.
|
To manage, sell and realise any property which may come into the possession of the Company in satisfaction or part satisfaction of any of its claims.
|
24.
|
To acquire and hold and generally deal with any property or any right, title or interest in any such property which may form the security or part of the security for any loan or advance or which may be connected with any such security.
|
25.
|
To establish and support or aid in the establishment and support of associations, institutions, funds, trusts, schools, hospitals, guest-houses, clubs and conveniences which may be considered to benefit employees or ex-employees of the Company or the dependents or connections of such persons or any other persons, natural or judicial, granting pensions and allowances and making payments towards insurance, subscribing to or guaranteeing moneys for charitable or benevolent objects or for any exhibition or for any public, general or useful object.
|
26.
|
To aid and support any person, association, body or movement whose object is solution, settlement or surmounting of industrial or labour problems or the promotion of industry, trade or business of the Company or for the promotion of science and technology, cultural activities, sports, environment, rural development and other social and welfare activities.
|
27.
|
To acquire, construct, maintain and alter any building or work necessary or convenient for the purpose of the Company.
|
28.
|
To sell, improve, manage, develop, exchange, lease, mortgage, dispose of or turn into account or otherwise deal with all or any part of the property and rights of the Company.
|
29.
|
To acquire by purchase, lease or otherwise any premises for the construction and/or establishment of a safe-deposit vault or vaults and to maintain therein fire-proof and burglar-proof strong rooms, safes and other receptacles for deeds, securities, documents, money, jewellery and valuables of all kinds.
|
30.
|
To procure the registration, incorporation or recognition of the Company under the laws or regulations of any other place outside India and to pay all costs, charges and expenses incurred or sustained in or about
|
4
|
Clauses 20A - 20I inserted under Clause 20 pursuant to the Special Resolution passed by the Members by means of postal ballot, the result of which was declared at the Eighth Annual General Meeting held on September 16, 2002 as also approved by Reserve Bank of India vide its letter dated May 12, 2004.
|
31.
|
To promote or procure incorporation, formation or setting up of concerns and undertakings whether as company, body corporate, partnership or any other association of persons for engaging in any business and to pay out of the funds of the Company all or any expenses which the Company may lawfully pay for services rendered for formation and registration of any other company by it, subject to the provisions of the Act.
|
32.
|
To develop and promote new financing instruments of all kinds whether for the capital or money markets.
|
33.
|
To acquire and undertake the whole or any part of the business of any person or company, when such business is of a nature enumerated or described hereunder.
|
34.
|
To commence and carry on activities with a view to encourage savings and investments and participations in income, profits and gains accruing to the Company from the acquisition, holding, management and disposal of securities.
|
35.
|
To place deposits, keep money with security or otherwise either for or without interest with any person, company, bank, financial and other institution, trust, corporation, local authority, government, co-operative society, HUF or other body (whether incorporated or not).
|
36.
|
To acquire, hold, manage, buy, sell, exchange, mortgage, charge, lease, license or grant any right or interest in, over or upon any movable or immovable property of any kind, including contingent and reversionary interest in any property.
|
37.
|
To carry on activities of holding any charter or sponsoring any Act of Legislation and/or to acquire any privilege, monopoly, licence, patent or other right, power from any government or parliament or from any local or any other authority in India or elsewhere and to exercise any powers, rights, or privileges so obtained and in the matters and for the purposes aforesaid to act solely or jointly with any other person, corporation or body and to apply for registration and act as accredited investment advisers to any mutual fund, unit trust with any regulatory authority in India or elsewhere.
|
38.
|
To apply for and become member of any trade association, commodity exchange, clearing-house, society, company, management association or any other association, professional body, stock exchange, depository trust company whether it be in India or elsewhere and to communicate with various chambers of commerce and other mercantile and public bodies in India or elsewhere, concert and promote measures for the protection and/or promotion of the Company’s trade, industry and persons engaged therein.
|
39.
|
To apply for, purchase or otherwise acquire, protect and renew in India or elsewhere, patents, licences, concessions, patent rights, trade marks, designs, conferring any exclusive or non-exclusive or limited rights to their use of any secret or other information regarding any invention, research which may seem capable of being used for any purpose of the Company and to use, develop or grant licence in respect thereof or otherwise turn to account the rights or information so acquired and expend money in improving any such patents, rights or inventions.
|
40.
|
To enter into agreements, contracts for, undertake or otherwise arrange for receiving, mailing or forwarding any circular, notice, report, brochure, material, article and thing belonging to any company, corporation, firm, institution or person or persons by means of delivery by hand or otherwise.
|
41.
|
To purchase, take on lease or licence or in exchange, hire or otherwise acquire any immovable or movable property, rights or privileges which the Company may think necessary or convenient for any business of the Company and to develop and turn to account and deal with the same and, in particular, any land, tenements, buildings and easements in such manner as may be thought expedient and to construct, reconstruct, maintain and alter any immovable or movable property or works necessary or convenient for
|
42.
|
To manage land, buildings and other property both movable and immovable and to collect rents and income and to supply to tenants, users and occupiers, attendants, servants, waiting-rooms, reading rooms and other conveniences and services as may be necessary.
|
43.
|
To apply for, promote and obtain any order, directive, instruction, regulation, ordinance and other authorisation or enactment of the Central or any state government or any other authority for enabling the Company to put any of its objects to effect or for effecting any modification or change in any of the Company’s business or constitutions and to oppose any bill, statute, rule, regulation, guideline, proceeding or application which may seem to prejudice the Company’s business or interests.
|
44.
|
To open, maintain, operate and close account or accounts with any firm or company or with any bank or banks or financial institutions or other financiers and to pay or earn interest and to withdraw money from such account or accounts.
|
45.
|
To train or pay for the training in India or abroad of any of the Company’s employee or any person in the interest of or in furtherance of the Company’s objects.
|
46.
|
To enter into any arrangement with any government or government departments or authorities or any authority that may seem conducive to the attainment of the Company’s objects and to obtain from any such government or government departments or authorities any right, privilege, licence and concession necessary or desirable to obtain and to carry out, exercise, use or comply with any such arrangement, right or privilege or concession.
|
47.
|
Subject to the provisions of the Companies Act, 1956, to distribute any of the Company’s property amongst the Members of the Company.
|
48.
|
To provide for and furnish or secure to any Member or customer of the Company or to any subscriber to or purchasee or possessor of any publication of the Company or of any coupon or ticket, issued with any publication of the Company, any convenience, advantage, benefit or special privilege, which may seem expedient or necessary, either gratuitously or otherwise.
|
49.
|
To sell, improve, manage, develop, exchange, lease, give on licence, mortgage, dispose of, or transfer business, property and undertakings of the Company or any part thereof with or without any consideration which the Company may deem fit to accept for attaining the main objects of the Company.
|
50.
|
To provide for the welfare of employees or ex-employees of the Company or its predecessors in business and the spouse, widow or widower, father (including stepfather), mother (including stepmother), brother (including stepbrother), sister (including stepsister), son (including stepson), daughter (including stepdaughter), son’s widow, daughter’s widower, deceased son’s children, deceased daughter’s children or the dependents of such employees or ex-employees by building or contributing to the building of houses or dwellings or by grant of money, pensions, allowances, bonus or other payments or by building or contributing to the building of houses or dwelling or by creating and from time to time subscribing or contributing to provident funds and other associations, institutions, funds or trusts and by providing or subscribing or contributing towards places of instruction and recreation, hospitals and dispensaries, medical and other attendances and to subscribe to, contribute to or otherwise assist charitable, benevolent, national and/or other institutions or objects.
|
51.
|
To establish, hold or conduct competitions in respect of contribution or information suitable for insertion in any publications of the Company or otherwise for any of the purposes of the Company and to offer and grant prizes, rewards and premiums of such character and on such terms as may be expedient.
|
53.
|
To enter into partnership or into any arrangement for joint ventures in business for sharing profits, union of interest, lease, licence or otherwise, reciprocal concession or co-operate with any person, firm or company or to amalgamate with any person, firm or company carrying on or proposing to carry on any business.
|
54.
|
To form, promote, subsidise, organise, assist, maintain and conduct or aid in forming, promoting, subsidising, organising, assisting, maintaining research laboratories, experimental workshops or conducting studies, research, aiding tests and experiments on scientific, technical, economic, commercial or any other subject and undertake all types of technical, economic and financial investigations and aid or assist or enter into partnership with any institution, university, company, partnership firm or person or persons undertaking or conducting such research, study and provide, subsidise, endow, assist in laboratories, workshops, libraries, meetings, lectures and conferences and by providing for the remuneration of professors or teachers on any subject and by providing for the awards, exhibitions, scholarships, prizes and grants to students or otherwise and generally to encourage, promote and reward studies, researches, investigations, experiments, tests and inventions of any kind.
|
55.
|
To establish and maintain branches and agencies at any place or places in India or other parts of the world for the conduct of the business of the Company or for the purposes of enabling the Company to carry on its business more efficiently and to exercise all or any of its corporate powers, rights and privileges and to conduct its business in all or any of its branch in the Union of India and in any or all states, territories, possessions, colonies and dependencies and to discontinue and reconstitute any such offices, branches or agencies.
|
56.
|
To enter into any contract or arrangement for more efficient conduct of the business of the Company or any part thereof and to subcontract any such contract or arrangement.
|
57.
|
To adopt such means of making known and advertising the business and products of the Company as may be expedient.
|
58.
|
To issue or allot fully or partly-paid shares in the capital of the Company in payment or part payment of any movable or immovable property purchased or otherwise acquired by the Company or any services rendered to the Company.
|
59.
|
To insure any of the property, undertaking, contract, risk or obligation of the Company in any manner whatsoever.
|
60.
|
To make donations either in cash or in kind for such objects or causes as may be directly or indirectly conducive to any of the Company’s objects or otherwise expedient.
|
60A5.
|
To develop, improve, design, software and programme products of any and all descriptions in connection with or incidental or conducive to or in furtherance of the attainment of any of the objects of the Company.
|
60B5.
|
To appoint trustees (whether individuals or corporations) to hold securities on behalf of and to protect the interests of the Company.
|
60C5.
|
To promote, sponsor, organise, manage or undertake events, exhibitions, conferences, lectures, seminars, printing, publication or distribution of any books, report, literature, newspapers, publicity or other materials in connections with or incidental or conducive to or in furtherance of the attainment of any of the objects of the Company.
|
5
|
Clauses 60A - 60C inserted under Clause 60 pursuant to the Special Resolution passed by the Members by means of postal ballot, the result of which was declared at the Eighth Annual General Meeting held on September 16, 2002 as also approved by Reserve Bank of India vide its letter dated May 12, 2004.
|
616.
|
To do all or any of the above things and all such other things as are incidental or as may be thought conducive to the attainment of the above objects or any of them in India or any other part of the world either as principals, agents, trustees, contractors or otherwise and either alone or in conjunction with others and either by or through agents, contractors, trustees or otherwise and to do all such things as are incidental or conducive to the attainment of the above objects.
|
627.
|
To open, establish, maintain and operate currency chests and small coin depots on such terms and conditions as may be required by the Reserve Bank of India established under the Reserve Bank of India Act, 1934 and enter into all administrative or other arrangements for undertaking such functions with the Reserve Bank of India.
|
63.
|
To do all such other things as are incidental or conducive to the promotion or advancements of the business of the Company.
|
(i)
|
the word “company“, save when used in reference to this Company in these presents, shall be deemed to include any partnership or other body of persons, whether or not incorporated and whether domiciled in India or elsewhere;
|
(ii)
|
the several sub-clauses of this clause and all the powers thereof are to be cumulative and in no case is the generality of any one sub-clause to be narrowed or restricted by any particularity of any other sub-clause nor is any general expression in any sub-clause to be narrowed or restricted by any particularity of expression in the same sub-clause or by the application of any rule of construction ejusdem generies or otherwise;
|
(iii)
|
the term “India“, when used in this clause unless repugnant to the context, shall include all territories, from time to time, comprised in the Union of India;
|
(iv)
|
the Company shall have full power to exercise all or any of the powers conferred by these presents in India and/or any part of the world.
|
IV.
|
The liability of the Members is limited.
|
V8.
|
The authorised capital of the Company shall be Rs.1775,00,00,000 divided into 127,50,00,000 shares of Rs.10 each, 150,00,000 shares of Rs. 100 each and 350 shares of Rs.1 crore each with rights, privileges and conditions attached thereto as are provided by the Articles of Association of the Company for the time being 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.
|
6
|
The following clause 61 has been replaced by the above, new clause 61 pursuant to the Special Resolution passed by the Members by means of postal ballot, the result of which was declared at the Eighth Annual General Meeting held on September 16, 2002 as also approved by Reserve Bank of India vide its letter dated May 12, 2004.
|
61.
|
To do all or any of the object set out herein as are incidental or as may be thought conducive to the promotion or advancement of the business of the Company or attainment of the objects of the Company or any of them in India or elsewhere either as principal, agent, trustee, contractor, and either along or in conjunction with others and either by or through agents, contractors, trustees or otherwise and to carry on business which may seem to the Company capable of being conveniently carried on or which is calculated directly or indirectly to enhance the value of or render profitable any of the Company’s property or right.
|
7
|
New Clause 62 inserted and the existing Clause 62 renumbered as 63 vide Resolution passed by the Members at their Seventh Annual General Meeting held on June 11, 2001.
|
8
|
At the time of incorporation, the Authorised Capital of the Company was Rs. 300,00,00,000 divided into 30,00,00,000 equity shares of Rs.10 each. Pursuant to the Order dated March 7, 2002 of the High Court of Gujarat at Ahmedabad in connection with the amalgamation of ICICI Limited, ICICI Capital Services Limited and ICICI Personal Financial Services Limited with ICICI Bank Limited, the Authorised Capital was increased to Rs. 22,50,00,00,000, divided into 1,90,00,00,000 shares of Rs.10 each and 350 shares of Rs. 1 crore each. Thereafter, pursuant to the Special Resolution passed at the Eighth Annual General Meeting of the Company held on September 16, 2002 and the approval of Reserve Bank of India vide letter dated January 16, 2003, the Authorised Share Capital was reduced to Rs. 1900,00,00,000 divided into 155,00,00,000 shares of Rs. 10 each and 350 shares of Rs. 1 crore each. Pursuant to the Ordinary Resolution passed by the Members on June 8, 2007 by way of postal ballot, the authorised share capital was altered to Rs.1775,00,00,000 divided into 127,50,00,000 shares of Rs.10 each, 150,00,000 shares of Rs.100 each and 350 shares of Rs.1 crore each. The Reserve Bank of India vide its letter dated June 5, 2007 accorded its approval to the alteration.
|
Sr.
No.
|
Name of the Subscriber
and Signature
|
Address & Occupation
of each Subscriber
|
No. of Shares
taken by each
Subscriber
|
Witness
|
1.
|
Narayanan Vaghul
S/o. V. Narayanan
Sd/-
Chairman
ICICI
|
1301, Radhika
Off Sayani Road
Prabhadevi
Mumbai 400 025
Banker
|
100
(One Hundred)
|
|
2.
|
Parampally Vasudeva Maiya
S/o. P. Ganapayya Maiya
Sd/-
Executive Director
SCICI
|
Flat No. 172-B
Jolly Maker Apartments I
Cuffe Parade
Mumbai 400 005
Bank Executive
|
100
(One Hundred)
|
|
3.
|
Lalita Dileep Gupte
W/o. Dileep Gupte
Sd/-
Chief General Manager
ICICI
|
153-C, Mhaskar Building
Opp. Ruia Building
Sir Balachander Road
Matunga
Mumbai 400 019
Company Executive
|
100
(One Hundred)
|
|
4.
|
Girish Sumanlal Mehta
S/o. Sumanlal Mehta
Sd/-
Company Secretary
ICICI
|
A-6, ICICI Apartments
P. Balu Marg
Prabhadevi
Mumbai 400 025
Company Executive
|
100
(One Hundred)
|
|
5.
|
Shashikant Harilal Bhojani
S/o. Harilal Bhojani
Sd/-
Corporate Legal Advisor
ICICI
|
A-73, Ocean Gold
Twin Tower Lane
Prabhadevi
Mumbai 400 025
Company Executive
|
100
(One Hundred)
|
|
6.
|
Sethumadhava Rao Ragothaman
S/o. K. Sethumadhava Rao
Sd/-
Deputy General Manager
ICICI
|
C-22, ICICI Apartments
P. Balu Marg
Prabhadevi
Mumbai 400 025
Company Executive
|
100
(One Hundred)
|
|
7.
|
Kalpana Morparia
W/o. Jaisingh Morparia
Sd/-
Assistant General Manager
ICICI
|
A-13, Ocean Gold
Twin Tower Lane
Prabhadevi
Mumbai 400 025
Company Officer
|
100
(One Hundred)
|
|
Total number of shares taken:
|
700
(Seven Hundred
Equity Shares)
|
ARTICLES OF ASSOCIATION
OF
ICICI BANK LIMITED
|
Special Adhesive Stamp
Rs. 30,000/-
14.12.1993
|
|
1. | The regulations contained in Table A in the Schedule I of the Companies Act, 1956, shall not apply to the Company except so far as the same are repeated, contained or expressly made applicable in these presents or by the Act. | Table A not to apply (except as expressly provided in these presents) | ||
2. | (a) | The regulations for the management of the Company and for the observance by the Members thereof and their representatives shall, subject as aforesaid and to any exercise of the statutory powers of the Company in reference to the repeal or alteration of or addition to its regulations by Special Resolution, as prescribed or permitted by the Act, be such as are contained in these presents. | Company to be governed by these Articles | |
(b) | The provisions of the Banking Regulation Act, 1949, shall have effect notwithstanding anything to the contrary contained in the Memorandum and Articles of Association of the Company. | |||
INTERPRETATION
|
3. | In these presents, unless there be something in the subject or context inconsistent therewith: | “Interpretation Clause” | |
“The Act” or “the said Act” means “The Companies Act, 1956” and includes any statutory modification or re-enactment thereof for the time being in force.
|
“The Act “ or “the said Act” | ||
“Board” or “Board of Directors” means the Board of Directors of the Company.
|
“Board”, “Board of Directors” | ||
“Banking Act” means the Banking Regulation Act, 1949, and includes any statutory modification or re-enactment thereof for the time being in force.
|
“Banking Act” | ||
“The Company” means ICICI Bank Limited.
|
“The Company” | ||
“Director” or “Directors” means the Director or Directors of the Company.
|
“Directors” | ||
“Financial Year” means the period of twelve months of a calendar year for which accounts, Balance Sheet and Profit and Loss Account have to be prepared by the Company.
|
“Financial Year” | ||
1 (......) deleted
|
|||
“Members” means the duly registered holder, from time to time, of the shares of the Company and includes the subscribers to the Memorandum of Association but does not include a bearer of a share warrant. | “Members” |
||
“Month” means calendar month. | “Month” | ||
“The Office” means the Registered Office for the time being of the Company. | “The Office” | ||
“These presents” means these Articles of Association as originally framed or as altered and amended from time to time.
|
“These presents” | ||
“The Register” means the Register of Members kept by the Company pursuant to Section 150 (1) of the Act.
|
“The Register” |
1
|
The following definition of the term “ICICI” has been deleted pursuant to the Order dated March 7, 2002 of the High Court of Gujarat at Ahmedabad in connection with the amalgamation of ICICI Limited, ICICI Capital Services Limited and ICICI Personal Financial Services Limited with ICICI Bank Limited. “ICICI” means The Industrial Credit and Investment Corporation of India Limited, a public company incorporated under the Indian Companies Act, 1913.
|
“The Registrar”
|
“Registrar” means the Registrar of Companies of the State in which the Office of the Company is for the time being situated.
|
||
“Regulatory Agencies”
|
“Regulatory Agencies” means any authority appointed under the Act or the Banking Act and includes the Central Government, Company Law Board, the Registrar or any other authority appointed under the Act and the Reserve Bank of India acting through any of its duly authorised officer under the Banking Act or any other authority authorised to exercise any power under any other law for the time being in force.
|
||
“Reserve Bank”
|
“Reserve Bank” means the Reserve Bank of India established under the Reserve Bank of India Act, 1934 (2 of 1934).
|
||
“The said Acts”
|
“The said Acts” means the Act and the Banking Act referred to collectively.
|
||
“The Seal”
|
“The Seal” means the Common Seal for the time being of the Company.
|
||
“In Writing” or “Written”
|
In “Writing” or “Written” shall include printing and lithography and any other mode or modes of representing or reproducing words in a visible form.
|
||
Singular number
|
Words importing the singular number include where the context admits or requires the plural number and vice versa.
|
||
Gender
|
Words importing the masculine gender only shall include the feminine gender.
|
||
Persons
|
Words importing persons shall include the Central or State governments, corporations,firms, individuals, trusts, societies, associations and other bodies, whether incorporated or not.
|
||
Expression in the Act
to bear the same
meaning in Articles
|
Subject as aforesaid any words or expressions defined in the Act except where it is repugnant to the subject or context hereof shall bear the same meaning in these presents.
|
||
Marginal notes
|
The marginal notes hereto shall not affect the construction or meaning hereof.
|
||
PRELIMINARY
|
|||
Copies of
Memorandum and
Articles of Association,
etc. to be furnished
|
4.
|
|
Copies of the Memorandum and Articles of Association of the Company and every Agreement and every resolution (referred to in Section 192 of the Act) shall be furnished to every Member at his request within the period and on payment of such sum as may be prescribed by the Act.
|
CAPITAL
|
|||
Capital
|
5.
|
2(a)
|
The Authorised Capital of the Company is Rs.1775,00,00,000 divided into :
|
(i)
|
127,50,00,000 equity shares of Rs.10 each.
|
|
(ii)
|
150,00,000 shares of Rs. 100 each which shall be of such class and with rights, privileges, conditions or restrictions as may be determined by the company in accordance with these presents and subject to the legislative provisions for the time being in that behalf, and
|
|
(iii)
|
350 preference shares of Rs.1 crore each.
|
2
|
At the time of incorporation, the Authorised Capital of the Company was Rs.300,00,00,000 divided into 30,00,00,000 equity shares of Rs.10 each. Pursuant to the Order dated March 7, 2002 of the High Court of Gujarat at Ahmedabad in connection with the amalgamation of ICICI Limited, ICICI Capital Services Limited and ICICI Personal Financial Services Limited with ICICI Bank Limited, the Authorised Capital was increased to Rs. 2,250,00,00,000 divided into 190,00,00,000 equity shares of Rs. 10 each and 350 preference shares of Rs. 1 crore each. Pursuant to the Special Resolution passed at the Eighth Annual General Meeting of the Company held on September 16, 2002 and the approval of Reserve Bank of India vide letter dated January 16, 2003, the Authorised Share Capital was reduced to Rs. 1900,00,00,000 divided into 155,00,00,000 equity shares of Rs. 10/- each and 350 preference shares of Rs. 1 crore each and Article 5 (a) was amended at the said Annual General Meeting. Thereafter, pursuant to the Special Resolution passed at the Eleventh Annual General Meeting held on August 20, 2005, the Authorised Share Capital of Rs. 1900,00,00,000 was classified as 100,00,00,000 equity shares of Rs. 10/- each, 5,50,00,000 preference shares of Rs. 100 each and 350 preference shares of Rs. 1 crore each and Article 5 (a) was amended at the said Annual General Meeting. Pursuant to the Special Resolution passed by the Members on June 8, 2007 by way of postal ballot, the authorised share capital was altered to Rs.1775,00,00,000 divided into 127,50,00,000 equity shares of Rs.10 each, 150,00,000 shares of Rs.100 each and 350 preference shares of Rs.1 crore each. The Reserve Bank of India vide its letter dated June 5, 2007 accorded its approval to the alteration.
|
(b)
|
The Company has power from time to time to increase or reduce its capital and to divide the shares in the capital for the time being into several classes 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 these presents and to vary, modify or abrogate any such right, privileges or conditions or restrictions in such manner as may for the time being be permitted by these presents or the legislative provisions for the time being in force in that behalf.
|
Power to increase or
reduce capital
|
|||
(c)
|
Subject to the provisions of Section 80(1) of the Act, the Company shall have the power to issue preference shares which are, or at the option of the Company are to be, liable to be redeemed.
|
Power to issue Redeemable
Preference Shares
|
|||
Provided that :
|
|||||
(i)
|
no such shares shall be redeemed except out of profits of the Company which would otherwise be available for dividend or out of the proceeds of a fresh issue of shares made for the purposes of the redemption;
|
||||
(ii)
|
no such shares shall be redeemed unless they are fully paid;
|
||||
(iii)
|
the premium, if any, payable on redemption must have been provided for out of the profits of the Company or the Company’s Share Premium Account before the shares are redeemed; and
|
||||
(iv)
|
where any such shares are redeemed otherwise than out of the proceeds of a fresh issue, there shall, out of profits which would otherwise have been available for dividend, be transferred to a reserve fund, to be called the “Capital Redemption Reserve Account”, a sum equal to the nominal amount of the shares redeemed and the provisions of the Act relating to the reduction of the share capital of the Company shall, apply as if the Capital Redemption Reserve Account were paid-up share capital of the Company.
|
||||
Subject to the rights of the holders of any other shares entitled by the terms of issue to preferential repayment over the equity shares in the event of winding up of the Company, the holders of the equity shares shall be entitled to be repaid the amounts of capital paid up or credited as paid up on such equity shares and all surplus assets thereafter shall belong to the holders of the equity shares in proportion to the amount paid up or credited as paid up on such equity shares respectively at the commencement of the winding up.
|
|||||
6
|
The Company shall cause to be kept a Register of Members, an Index of Members, a Register and Index of Debenture-holders in accordance with Sections 150, 151 and 152 of the Act.
|
Register of Members
and Debenture holders
|
|||
7
|
The Directors shall, subject to the provisions of Section 154 of the Act, have power to close the Register of Members or Debenture-holders of the Company.
|
Closure of Register of
Members, etc.
|
|||
8
|
The Company may exercise the powers conferred on it by Section 157 of the Act with regard to the keeping of a foreign register and the Board may, subject to the provisions of Section 158 of the Act, make and vary such regulations as it may think fit in respect of the keeping of any such Register.
|
Foreign Register
|
Inspection of Register of Members, Debenture-holders, etc.
|
9.
|
(a)
|
The Register of Members, the Index of Members, the Register and Index of Debenture-holders and copies of all Annual Returns prepared under Section 159 of the Act together with the copies of certificates and documents required to be annexed thereto under Section 161 of the Act shall, except when the Register of Members or Debenture-holders is closed under the provisions of the Act or these presents, be kept open to inspection at the Office on any working day between 11.00 a.m. and 1.00 p.m. or such other time as the Board may determine, from time to time, of any Member or Debenture-holder gratis and to inspection of any other person on payment of such sum as may be prescribed by the Act.
|
|
|
||||
Extracts or Copy of Register, etc.
|
|
(b)
|
Any such Member, Debenture-holder or other person may make extracts therefrom without fee or additional fee as the case may be or require a copy of any Register, Index or copy or of any part thereof on payment of such sum as may be prescribed by the Act. The Directors may at their discretion reduce or waive the sum payable for each inspection or extract.
|
|
|
||||
The Company to send copy of Register, etc.
|
|
(c)
|
The Company shall send to any Member, Debenture-holder or other persons, on request, a copy of the Register of Members, the Index of Members, the Register and Index of Debenture-holders or any part thereof required under the Act, on payment of such sum as may be prescribed by the Act. The copy shall be sent within the period prescribed by the Act.
|
|
|
||||
Nature and numbering of shares
|
10.
|
In accordance with the provisions of the Act :
|
||
|
|
(a)
|
The shares, 3debentures or other interest of any Member in the Company shall be movable property, transferable in the manner provided hereunder.
|
|
|
||||
|
|
(b)
|
Each share in the Company shall be distinguished by its appropriate number.
|
|
|
||||
|
|
(c)
|
A certificate under the Common Seal of the Company specifying any shares held by any Member shall be prima facie evidence of the title of the Member to such shares.
|
|
|
||||
Shares to be numbered progressively and no share to be subdivided
|
|
|
The shares in the capital of the Company shall be numbered progressively according to their several denominations and except in the manner mentioned in these presents, no share shall be subdivided.
|
|
|
||||
Restriction on allotment
|
11.
|
The Directors shall observe the restrictions as to allotment contained in Sections 69 and 70 of the Act.
|
||
|
||||
Shares at the disposal of the Directors
|
12.
|
Subject to the provisions of the Act and these presents, the shares in the capital of the Company for the time being (including any shares forming part of any increased capital of the Company) shall be under the control of the Directors who may issue, allot or otherwise dispose of the same or any of them to such persons in such proportion and on such terms and conditions and either at a premium or at par or at a discount (subject to compliance with the provisions of Section 79 of the Act and subject to the provisions of the Banking Act) and at such times as they may from time to time think fit and proper.
|
3
|
The word “debentures” has been inserted after the word “Shares” and before the words “or other interest ......” in Article 10(a) pursuant to the Order dated March 7, 2002 of the High Court of Gujarat at Ahmedabad in connection with the amalgamation of ICICI Limited, ICICI Capital Services Limited and ICICI Personal Financial Services Limited with ICICI Bank Limited.
|
13.
|
Subject to the provisions of the Act and these presents, the Directors may allot and issue shares in the capital of the Company as payment or part payment for any property sold or goods transferred or machinery supplied or for services rendered to the Company and any shares which may be so allotted may be issued as fully paid- up or partly paid-up shares and if so issued shall be deemed to be fully paid-up shares or partly paid-up shares.
|
Directors may allot shares as fully paid-up or partly paid-up
|
|
|
|||
14.
|
Any unclassified shares (whether forming part of the original capital or of any increased capital of the Company) may, subject to the provisions of the Act and these presents, be issued and in particular such shares may be issued with a preferential or qualified right as to dividends and in the distribution of the assets of the Company.
|
Unclassified shares
|
|
|
|||
15.
|
In addition to and without derogating from the powers for this purpose conferred on the Directors under Article 12, the Company in General Meeting may, subject to the provisions of Section 81 of the Act, determine that any shares (whether forming part of the original capital or of any increased capital of the Company) shall be offered to such persons (whether Members or holders of debentures of the Company or not) in such proportion and on such terms and conditions and either at a premium or at par or at a discount (subject to compliance with the provisions of Section 79 of the Act and subject to the provisions of the Banking Act), as such General Meeting may determine and with full power to give to any person (whether a Member or holder of debentures of the Company or not) the option to call for or be allotted shares of any class of the Company either at par or at a premium or subject as aforesaid at discount, such option being exercisable at such time and for such consideration as may be directed by such General Meeting or the Company in General Meeting may, subject to the provisions of Section 81 of the Act, make any other provisions whatsoever for the issue, allotment or disposal of any shares.
|
Issue of shares by General Meeting
|
|
|
|||
16.
|
Any application signed by or on behalf of an applicant for shares in the Company, followed by an allotment of any share therein, shall be an acceptance of shares within the meaning of these presents and every person who thus or otherwise accepts any share(s) and whose name is entered in the Register of Members shall, for the purpose these presents, be a Member.
|
Acceptance of shares
|
|
|
|||
17.
|
The money (if any) which the Directors shall, on the allotment of any share(s) being made by them, require or direct to be paid by way of deposit, call or otherwise, in respect of any share(s) allotted by them, shall immediately on the insertion of the name of the allottee in the Register of Members as the name of the holder of such shares, become a debt due to and recoverable by the Company from the allottee thereof and shall be paid by him accordingly.
|
Deposit and calls, etc. to be debt payable immediately
|
18.
|
The Company may issue at a discount shares in the Company of a class already issued if the following conditions are fulfilled, viz :
|
Issue of shares at a discount
|
|
(a)
|
the issue of the shares at a discount is authorised by a resolution passed by the Company in General Meeting and sanctioned by the Company Law Board;
|
|
|
|
||||
|
(b)
|
the resolution specifies the maximum rate of discount at which the shares are to be issued;
|
|
|
|
||||
|
(c)
|
not less than one year has at the date of the issue elapsed since the date on which the Company was entitled to commence business; and
|
|
|
|
||||
|
(d)
|
the shares to be issued at a discount are issued within two months after the date on which issue is sanctioned by the Company Law Board or within such extended time as the Company Law Board may allow.
|
|
Instalments on shares
|
19.
|
If, by the conditions of allotment of any shares, the whole or part of the amount or issue price thereof shall be payable by instalments, every such instalment shall, when due, be paid up to the Company by the person who for the time being and from time to time shall be the registered holder of the share or his legal representative.
|
||
|
||||
Calls on shares of the same class to be on uniform basis
|
20.
|
Where any calls for further share capital are made on shares, such calls shall be made on a uniform basis on all shares falling under the same class. For the purposes of this Article, shares of the same nominal value on which different amounts have been paid up shall not be deemed to fall under the same class.
|
||
|
||||
Company not bound to recognise any interest in shares other than that of the registered holders
|
21.
|
Save as herein otherwise provided, the Company shall be entitled to treat the person whose name appears on the Register of Members as the holder of any share as the absolute owner thereof and, accordingly, shall not (except as ordered by a court of competent jurisdiction or as by law required) be bound to recognise any benami trust or equity or equitable, contingent or other claim to or interest in such share on the part of any other person whether or not it shall have express or implied notice thereof.
|
||
|
||||
Company’s funds may not be employed/lent for acquiring shares of the Company.
|
22.
|
Except to the extent allowed by Section 77 of the Act, no part of the funds of the Company shall be employed/lent for acquiring the shares of the Company.
|
||
UNDERWRITING COMMISSION | ||||
Commission for subscribing to shares
|
23.
|
The Company may at any time pay a commission to any person for subscribing or agreeing to subscribe (whether absolutely or conditionally) for any shares, debentures or other securities of the Company or procuring or agreeing to procure subscriptions (whether absolute or conditional) for any shares, debentures or other securities of the Company but so that if the commission in respect of the shares, debentures or other securities shall be paid or payable out of the capital, the statutory conditions and requirements shall be observed and complied with and the amount or rate of commission shall not exceed the rates prescribed by the Act and the Banking Act. The commission may be paid or satisfied in cash or in shares, debentures or other securities of the Company or partly in one and partly in the other. The Company may also, on any issue of shares, debentures or other securities pay such brokerage as may be lawful.
|
||
CERTIFICATES | ||||
Issue of certificates
|
24.
|
(a)
|
The certificates of shares shall be issued in accordance with the provisions of the Companies (Issue of Share Certificates) Rules, 1960.
|
|
|
||||
Delivery of share certificates
|
|
(b)
|
Unless prohibited by any provision of law or of any order of any court, tribunal or other authority, the Company shall, within three months or such extended period as may be permitted pursuant to the provisions of the Act after the allotment of any of its shares, debentures, debenture stock and within two months after the application for the registration of the transfer of any such shares, debentures, debentures stock, deliver the certificates of all shares, debentures, debenture stock allotted or transferred.
|
|
|
||||
Issue of new certificate in place of one defaced, lost or destroyed.
|
25.
|
(a)
|
A certificate may be renewed or a duplicate of a certificate may be issued if such certificate :
|
|
|
|
(i)
|
is proved to have been lost or destroyed; or
|
|
||||
|
|
|
(ii)
|
having been defaced or mutilated or torn, is surrendered to the Company; or
|
|
||||
|
|
|
(iii)
|
has no further space on the back thereof for endorsement of transfer.
|
|
(b)
|
The manner of issue or renewal of a certificate or issue of a duplicate thereof, the form of a certificate (original or renewed) or of a duplicate thereof, the particulars to be entered in the Register of Members or in the Register of renewed or duplicate certificates, the form of such Registers, the fee on payment of which, the terms and conditions, if any, including terms and conditions as to evidence and indemnity and the payment of out-of-pocket expenses incurred by the Company in investigating evidence, on which a certificate may be renewed or a duplicate thereof may be issued, shall be such as prescribed by the Companies (Issue of Share Certificates) Rules, 1960, or any other Rules in substitution or modification thereof.
|
Manner of issue, renewal, etc., of certificate
|
||
|
|||||
26.
|
(a)
|
If and whenever, as a result of issue of new shares, the consolidation or subdivision of shares, any Member becomes entitled to any fractional part of a share, the Directors may subject to the provisions of the Act and these presents and to the directions, if any, of the Company in General Meeting :
|
Fractional certificates
|
||
|
|||||
|
|
(i)
|
issue to such Member fractional certificate or certificates representing such fractional part. Such fractional certificate or certificates shall not be registered, nor shall they bear any dividend until exchanged with other fractional certificates for an entire share. The Directors may, however, fix the time within which such fractional certificates are to be exchanged for an entire share and may extend such time and if at the expiry of such time, any fractional certificates shall be deemed to be cancelled and the Directors shall sell the shares represented by such cancelled fractional certificates for the best price reasonably obtainable; or
|
|
|
|
|||||
|
|
(ii)
|
to sell the shares represented by all such fractional parts for the best price reasonably obtainable.
|
|
|
|
|||||
|
(b)
|
In the event of any shares being sold, in pursuance of sub-article (a) (ii) above, the Directors shall pay and distribute to and amongst the persons entitled, in due proportion the net sale proceeds thereof.
|
|
||
|
|||||
|
(c)
|
For the purpose of giving effect to any such sale, the Directors may authorise any person to transfer the shares sold to the purchaser thereof, comprised in any such transfer and he shall not be bound to see to the application of purchase money nor shall his title to the shares be affected by any irregularity or invalidity in the proceedings in reference to the same.
|
|
||
|
|||||
CALLS | |||||
27.
|
The Directors may from time to time make such calls as they think fit upon the Members in respect of all moneys unpaid on the shares held by them, respectively, and not by the conditions of allotment thereof made payable at fixed times and each Member shall pay the amount of every call so made on him to the person and at the times and places appointed by the Directors. A call may be made payable by instalments.
|
Calls
|
|||
|
|||||
28.
|
A call shall be deemed to have been made at the time when the resolution of the Directors authorising such call was passed and may be made payable by Members on such date or at the discretion of the Directors on such subsequent date as shall be fixed by the Directors.
|
Call to date from resolution
|
Notice of call
|
29.
|
Not less than 14 days’ notice of every call shall be given, specifying the time and place of payment, provided that before the time for payment of such call, the Directors may by notice in writing to the Members revoke or postpone the same.
|
|
|
|||
Directors may extend time
|
30.
|
The Directors may from time to time, at their discretion, extend the time fixed for the payment of any call by such Member(s) for such cause as the Directors may deem fit, but no Member(s) shall be entitled to such extension save as a matter of grace and favour.
|
|
|
|||
Amount payable at fixed time or by instalments as calls
|
31.
|
If by the terms of issue of any share or otherwise any amount is made payable at any fixed time or by instalments at fixed times, whether on account of the amount of the share or by way of premium, every such amount or instalment shall be payable as if it were a call duly made by the Directors and of which due notice has been given and all the provisions herein contained in respect of calls shall relate to such amount or instalment accordingly.
|
|
|
|||
When interest on call or instalment payable
|
32.
|
If the sum payable in respect of any call or instalment be not paid on or before the day appointed for payment thereof, the holder for the time being or the allottee of the share in respect of which a call shall have been made or the instalment shall be due, shall pay interest on the same at such rate as the Directors shall fix from time to time from the day appointed for the payment thereof to the date of actual payment, but the Directors may, in their absolute discretion, waive payment of such interest wholly or in part.
|
|
|
|||
Partial payment not to preclude forfeiture
|
33.
|
Neither a judgement nor a decree in favour of the Company for calls or other moneys due in respect of any shares nor any part payment or satisfaction thereunder nor the receipt by the Company of a portion of any money which shall from time to time be due from any Member in respect of any shares either by way of principal or interest nor any indulgence granted by the Company in respect of payment of any money shall preclude the forfeiture of such shares as herein provided.
|
|
|
|||
Payment in advance of calls may carry interest
|
34.
|
The Directors may, if they think fit, receive from any Member willing to advance the same, all or any part of the moneys due upon the shares held by him beyond the sums actually called up, and upon the moneys so paid in advance or so much thereof as from time to time exceeds the amount of the calls then made upon the shares in respect of which such advance has been made the Company may pay interest at such rate as the Member paying such sum in advance and the Directors agree upon and the Directors may at any time repay the amount so advanced upon giving to such Member one monthís notice in writing.
|
|
|
|||
Members not entitled to privileges of membership until all calls are paid
|
35.
|
No Member shall be entitled to receive any dividend or to exercise any privilege as a Member until he shall have paid all calls for the time being due and payable on every share held by him whether alone or jointly with any person, together with interest and expenses, if any.
|
|
|
|||
Evidence in action by Company against shareholders
|
36.
|
On the trial or hearing of any action or suit brought by the Company against any Member or his legal representatives for the recovery of any moneys claimed to be due to the Company in respect of his shares, it shall be sufficient to prove that the name of the Member, in respect of whose shares the moneys are sought to be recovered, is entered in the Register of Members as a Member/one of the Members at or any subsequent date on which the moneys sought to be recovered are alleged to have become due on the shares and that the resolution making the call is duly recorded in the Minute book and the notice of such call was duly given to the Member,
|
|
holder or joint-holder or his legal representatives sued in pursuance of these presents. It shall not necessary to prove the appointment of Directors who made such call, nor that the quorum of Directors was present at the Board at which any such call was made nor that the Meeting at which any such call was made had been duly convened or constituted nor any other matter whatsoever but the proof of the matters aforesaid shall be conclusive evidence of the debt.
|
|
|
|
|||
FORFEITURE, SURRENDER AND LIEN | |||
37
|
If any Member fails to pay the whole or any part of any call or instalment or any money due in respect of any share(s) either by way of principal or interest on or before the day appointed for the payment of the same, the Directors may at any time thereafter during such time as the call or instalment or any part thereof or other moneys remain unpaid or a judgement or decree in respect thereof remains unsatisfied in whole or in part serve a notice on such Member or on the person (if any) entitled to the share(s) by transmission requiring him to pay such call or instalment or such part thereof or other moneys as remain unpaid together with any interest that may have accrued and all expenses (legal or otherwise) that may have been incurred by the Company by reason of such non-payment.
|
If call or instalment not paid, notice must be given
|
|
|
|||
38
|
The notice shall name a day not being less than 14 days from the date of the notice and the place or places on and at which such call or instalment or such part or other moneys as aforesaid and such interest and expenses as aforesaid are to be paid. The notice shall also state that in the event of non-payment at or before the time and at the place appointed the share(s) in respect of which the call was made or instalments is payable will be liable to be forfeited.
|
Form of notice
|
|
|
|||
39
|
If the requisition of any such notice as aforesaid is not complied with any of the share(s) in respect of which such notice has been given may, at any time thereafter before payment of all calls or instalments, interest and expenses or the money due in respect thereof, be forfeited by a resolution of the Directors to that effect. Such forfeiture shall include all dividends declared in respect of the forfeited share(s) and not actually paid before the forfeiture.
|
In default of payment, shares may be forfeited
|
|
|
|||
40
|
When any share(s) shall have been so forfeited an entry of the forfeiture with the date thereof shall be made in the Register of Members.
|
Entry of forfeiture on Register of Members
|
|
|
|||
41
|
Any share(s) so forfeited shall be deemed to be the property of the Company and may be sold, re-allotted or otherwise disposed of either to the original holder thereof or to any other person upon such terms and in such manner as the Directors shall think fit.
|
Forfeited shares to be property of the Company and may be sold, etc.
|
|
|
|||
42
|
The Directors may at any time before any share(s) so forfeited shall have been sold, re-allotted or otherwise disposed of, annul the forfeiture thereof upon such conditions as they think fit.
|
Power to annul forfeiture
|
|
|
|||
43
|
The forfeiture of share(s) shall involve the extinction at the time of the forfeiture, of all interest in and all claims and demand against the Company in respect of the share(s) and all other rights incidental to the share(s), except only such of those rights as by these presents are expressly saved.
|
Effect of forfeiture
|
|
|
|||
44
|
Any Member whose share(s) has/have been forfeited shall, notwithstanding the forfeiture, be liable to pay and shall forthwith pay to the Company all calls, instalments, interest, expenses and other moneys owing upon or in respect of such shares at the time of the forfeiture together with further interest thereon from the time of the
|
Shareholders liable to paymoney and interest owing at the time of forfeiture
|
|
|
forfeiture until payment at such rate as the Directors may determine and the Directors may enforce the payment of the whole or a portion thereof if they think fit but shall not be under any obligation to do so.
|
|
|
|||
Certificate of forfeiture
|
45.
|
A certificate in writing under the hand of any Director or the Secretary or such other person as may be authorised from time to time that the call in respect of share(s) was made and that the forfeiture of share(s) was made, by a resolution of the Directors to that effect, shall be conclusive evidence of the fact stated therein as against all persons entitled to such share.
|
|
|
|||
Title of purchaser and allottee of forfeited share
|
46.
|
The Company may receive consideration, if any, given for the share(s) on any sale, re- allotment or other disposition thereof and the person to whom such share(s) is sold, re-allotted or disposed of may be registered as the holder of the share(s) and shall not be bound to see to the application of the consideration, if any, nor shall his title to the share(s) be affected by any irregularity or invalidity in the proceedings in reference to the forfeiture, sale, re-allotment or other disposal of the share(s).
|
|
|
|||
Cancellation of share certificates in respect of forfeited shares
|
47.
|
Upon sale, re-allotment or other disposal under the provisions of these presents, the certificate or certificates originally issued in respect of the relative share(s) shall (unless the same shall on demand by the Company have been previously surrendered to it by the defaulting Member) stand cancelled automatically and become null and void and of no effect and the Directors shall be entitled to issue a new certificate or certificates in respect of such share(s) to the person(s) entitled thereto.
|
|
|
|||
Application of forfeiture provisions
|
48.
|
The provisions of these Articles as to the forfeiture shall apply in the case of nonpayment of any sum which by terms of issue of share(s) become payable at a fixed time, as if the same had been payable by virtue of a call duly made or notified.
|
|
|
|||
Company’s lien on shares
|
49.
|
The Company shall have no lien on its fully-paid shares. In the case of partly paidup shares, the Company shall have a first and paramount lien on every share for all moneys that remain unpaid together with any interest that may have accrued and all expenses (legal or otherwise) that may have been incurred by the Company by reason of non-payment of calls. Any such lien shall extend to all dividends from time to time declared in respect of such shares. Unless otherwise agreed, the registration of a transfer of shares shall operate as a waiver of the Company’s lien, if any, on such shares.
|
|
|
|||
As to enforcing lien by sale
|
50.
|
For the purpose of enforcing such lien, the Directors may sell the shares subject thereto in such manner as they think fit, but no sale shall be made unless some sum in respect of which the lien exists is presently payable nor until notice in writing of the intention to sell shall have been served on such Member or the person (if any) entitled by transmission to the shares and default shall have been made by him in payment of the sum presently payable for 14 days after such notice.
|
|
|
|||
Application of proceeds of sale
|
51.
|
The net proceeds of any such sale after payment of the costs of such sale shall be applied in or towards the satisfaction of the debt or liability in respect whereof the lien exists so far as the same is presently payable and the residue (if any) paid to the Member or the person (if any) entitled by transmission to the shares so sold. Provided that the amount so paid to such Member or person shall not exceed the amount received by the Company from such Member or person towards such shares.
|
|
|
|||
Surrender of shares
|
52.
|
The Directors may, subject to the provisions of the Act, accept a surrender of any share(s) from or any Member desirous of surrendering on such terms as they think fit.
|
TRANSFER AND TRANSMISSION OF SHARES | |||
53.
|
The Company shall keep a book to be called the ‘Register of Transfers’ and therein shall fairly and distinctly enter the particulars of every transfer or transmission of any share.
|
Register of transfers
|
|
|
|||
54.
|
The Company shall not register a transfer of shares in, or debentures of, the Company, unless in accordance with the provisions of Section 108 of the Act, a proper instrument of transfer duly stamped and executed by or on behalf of the transferor and by or on behalf of the transferee and specifying the name, address and occupation, if any, of the transferee has been delivered to the Company along with the certificate relating to the shares or debentures, or if no such certificate is in existence, along with the letter of allotment of the shares or debentures.
|
Transfer not to be registered except on production of instrument of transfer
|
|
|
|||
|
Provided that where on an application in writing made to the Company by the transferee and bearing the stamp required for an instrument of transfer, it is proved to the satisfaction of the Directors that the instrument of transfer signed by or on behalf of the transferor and by or on behalf of the transferee has been lost, the Company may register the transfer on such terms as to indemnity as the Board may think fit.
|
|
|
|
|||
|
Provided further that nothing in this Article shall prejudice any power of the Company to register as shareholder or debenture-holder any person to whom the right to any shares in, or debentures of, the Company has been transmitted by operation of law.
|
|
|
|
|||
55.
|
A transfer of the shares or other interest in the Company of a deceased Member thereof made by his legal representative shall, although the legal representative is not himself a Member, be as valid as if he had been a Member at the time of the execution of the instrument of transfer.
|
Transfer by legal representative
|
56.
|
(a)
|
An application for the registration of a transfer of any share(s), debenture(s) or any other securities or other interest of a Member in the Company may be made either by the transferor or by the transferee.
|
Application for transfer
|
|
|
||||
|
(b)
|
Where the application is made by the transferor and relates to partly paid shares, the transfer shall not be registered, unless the Company gives notice of the application to the transferee and the transferee makes no objection to the transfer within two weeks from the receipt of the notice.
|
|
|
|
||||
|
(c)
|
For the purpose of sub-article (b) above, notice to the transferee shall be deemed to have been duly given if it is despatched by prepaid registered post to the transferee at the address given in the instrument of transfer and shall be deemed to have been duly delivered at the time at which it would have been delivered in the ordinary course of post.
|
|
4(a), 4 (d)
|
Acquisition of shares or voting rights therein, by a person directly or indirectly, by himself or acting in concert with any other person which taken together with shares and voting rights, if any, held by him or his relative or associate enterprise or person acting in concert with him, makes the applicant to hold five per cent or more of the paid-up share capital of the Bank or entitles him to exercise five per cent or more of the voting rights in the Bank, should be effected by such person(s) after obtaining prior approval of Reserve Bank of India. For the purpose of this clause-
|
|
|
(a)
|
Associate enterprise means a company whether incorporated or not which
|
|
|
|
(i)
|
is a holding company or a subsidiary company of the applicant or
|
|
|
|
(ii)
|
is a joint venture of the applicant or
|
|
|
|
(iii)
|
controls the composition of the Board of Directors or other body governing the applicant or
|
|
|
|
(iv)
|
exercises in the opinion of the Reserve Bank of India significant influence on the applicant in taking financial or policy decisions or
|
|
|
|
(v)
|
is able to obtain economic benefits from the activities of the applicant;
|
|
|
(b)
|
Relative shall mean relative as defined in the Companies Act, 2013 as amended from time to time.
|
|
|
(c)
|
Persons shall be deemed to be acting in concert who for a common objective or purpose of acquisition of shares or voting rights in excess of the percentage mentioned in Section 12(b) of the Banking Regulation Act pursuant to an agreement or understanding (formal or informal) directly or indirectly co-operate by acquiring or agreeing to acquire shares or voting rights in the banking company.
|
|
|
(d)
|
Joint venture means a legal entity in the nature of a partnership engaged in the joint undertaking of a particular transaction for mutual profit or an association of persons or companies jointly undertaking some commercial enterprise wherein all contribute assets and share risks.
|
4
|
Sub-Article No. 56(d) inserted under Article No. 56 pursuant to the Special Resolution passed by the Members at their Seventh Annual General Meeting held on June 11, 2001. The following Sub-Article No. 56(d) replaced by new Sub-Article No. 56(d) vide Special Resolution passed by the Members at their Thirteenth Annual General Meeting held on July 21, 2007.
Acquisition of shares by a person/group which would take in the aggregate his/her/its holding to a level of 5 per cent or more of the total issued capital of the Bank (or such other percentage as may be presribed by the Reserve Bank of India from time to time) should be effected by such buyer(s) after obtaining prior approval of the Reserve Bank of India. The term (group) will have the same meaning as contained in Section 2(e) of the Monopolies and Restrictive Trade Practices Act, 1969.
|
4(a)
|
The following Sub-Article No. 56(d) further replaced by new Sub-Article No. 56(d) vide Special Resolution passed by the Members at their Twentieth Annual General Meeting held on June 30, 2014 Acquisition of shares by a person/group which could take in the aggregate his/ her/its holding to a level of 5 per cent or more of the total paid-up capital of the Bank (or such other percentage as may be presribed by Reserve Bank of India from time to time) should be effected by such buyer(s) after obtaining prior approval of Reserve Bank of India.
|
Company’s power to refuse transfer
|
57.
|
Nothing in these presents shall prejudice the powers of the Company to refuse to register the transfer of any shares.
|
|
|
|||
Transferor liable until the transferee entered on register
|
58.
|
The transferor shall be deemed to remain the holder of such shares until the name of the transferee is entered in the Register of Members in respect thereof.
|
Directors may refuse to register transfer
|
59.
|
(a)
|
Notwithstanding anything contained in Articles 54, 55 and 56 but subject to the provisions of Section 111 of the Act and subject to the provisions of the Securities Contracts (Regulation) Act, 1956 and the Rules and Regulations made thereunder and other applicable laws and the Banking Act, the Directors may, at their absolute and uncontrolled discretion, decline to register or acknowledge any transfer of shares and by giving reasons for such refusal and in particular may so decline in respect of the shares upon which the Company has a lien or whilst any moneys in respect of the shares desired to be transferred or any of them remain unpaid and such refusal shall not be affected by the fact that the proposed transferee is already a Member. Provided that registration of any transfer shall not be refused on the ground of the transferor being either alone or jointly with any other person or persons indebted to the Company on any account whatsoever.
|
|
|
||||
|
|
(b)
|
Without prejudice to the foregoing provisions and without limiting in any manner the generality of the above provisions, the Directors of the Company may, at their absolute and uncontrolled discretion, refuse to register the transfer of any shares or other securities of the Company being shares or securities issued by the Company in favour of any transferee whether individual, firm, group, constituent of a group, Body Corporate or Bodies Corporate under the same management or otherwise and whether in his or its own name or in the name of any other person if the total nominal value of the shares or other securities intended to be so transferred exceeds, or together with the total nominal value of any shares or others securities already held in the Company by such individual, firm, group, constituent of a group, Body Corporate or Bodies Corporate under the same management or otherwise will exceed one per cent of the paid-up equity share capital of the Company or, if the Directors are satisfied that as a result of the proposed transfer of any shares or securities or block of shares or securities of the Company, a change in the composition of the Board of Directors or change in the controlling interest of the Company is likely to take place and that such change would be prejudicial to the interest of the Company or to the public interest. For the purpose of this Article, the Directors of the Company shall be entitled, inter alia, to rely upon this Article to form its own opinion as to whether such registration of transfer of any of its shares or other securities exceeding one per cent of the paid-up equity share capital of the Company should be refused or not.
|
|
|
||||
|
|
(c)
|
Notwithstanding anything to the contrary, the restrictive provisions contained in the preceding sub-article (b) shall not apply to the transfer of any shares or other securities made to and representing the own investment of any of the following :
|
|
|
|
(i)
|
public financial institutions within the meaning of Section 4A of the Act;
|
|
|
|
(ii)
|
public sector banks;
|
|
|
|
(iii)
|
multilateral agencies, foreign banks and institutions; and
|
|
|
|
(iv)
|
public sector mutual funds being mutual funds sponsored, promoted or managed by a public financial institution or a public sector bank.
|
60.
|
If the Company refuses to register the transfer of any shares, it shall, within two months from the date on which the instrument of transfer is delivered to the Company, send to the transferee and the transferor notice of the refusal.
|
Notice of refusal to transferee and transferor
|
|
|
|||
61.
|
Subject to the provisions of the Act, no transfer shall be made to a person who is of unsound mind. The Directors may at their absolute discretion approve a minor, becoming a Member of the Company on such terms as the Directors may stipulate.
|
Transfer to minor, etc.
|
|
|
|||
62.
|
The instrument of transfer shall, after registration, be retained by the Company and shall remain in its custody. All the instruments of transfer which the Directors may decline to register shall on demand be returned to the persons depositing the same. The Directors may cause to be destroyed all transfer deeds lying with the Company after such period as may be prescribed.
|
Custody of transfer deeds
|
|
|
|||
63.
|
The executors or administrators of a deceased Member or a holder of a Succession Certificate or other legal representative in respect of shares of a deceased Member where he was a sole or only surviving holder shall be the only person whom the Company will be bound to recognise as having any title to the shares registered in the name of such Member and the Company shall not be bound to recognise such executors, administrators or holder unless such executors or administrators shall have first obtained probate or Letters of Administration or such holder is the holder of a Succession Certificate or other legal representation as the case may be, from a court of competent jurisdiction.
|
Title to share of deceased holder
|
|
|
|||
|
Provided that in any case where the Directors, at their absolute discretion, think fit, the Directors may dispense with production of probate or Letters of Administration or Succession Certificate or other legal representation and under Article 64 register the name of any person who claims to be absolutely entitled to the share standing in the name of a deceased Member as a Member.
|
|
|
|
|||
64.
|
Any person becoming entitled to any share in consequence of the death, lunacy, bankruptcy or insolvency of any Member or by any lawful means other than by a transfer in accordance with these presents, may, with the consent of the Directors (which they shall not be under any obligation to give) upon producing such evidence that he sustains the character in respect of which he proposes to act under this Article or of his title as the Directors shall require, either be registered as a Member in respect of such shares or may subject to the regulations as to transfer contained in these presents transfer such shares to some other person. This Article is in these presents referred to as the “Transmission Clause”.
|
Registration of person entitled to shares otherwise than by transfer (Transmission Clause)
|
|
|
|||
65.
|
The Directors shall have the same right to refuse to register a person entitled by transmission to any shares or his nominee as if he were the transferee named in an ordinary transfer presented for registration.
|
Refusal to register nominee
|
|
|
|||
66.
|
Every transmission of a share shall be verified in such manner as the Directors may require and the Company may refuse to register any transmission until the same be so verified or until or unless an indemnity be given to the Company with regard to such registration which the Directors, at their discretion, shall consider sufficient, provided nevertheless that there shall not be any obligation on the Company or the Directors to accept any indemnity.
|
Board may require evidence of transmission
|
|
|
|||
67.
|
A fee not exceeding the prescribed amount may be charged in respect of the transfer or transmission to the same party of any number of shares of any class or denomination
|
Fee on transfer or transmission
|
|
|
subject to such maximum on any one transfer or transmission as may from time to time be fixed by the Directors. Such maximum may be a single fee payable on any one transfer or on transmission of any number of shares of one class or denomination or may be on a graduated scale varying with the number of shares of any one class comprised in one transfer or transmission or may be fixed in any other manner as the Directors may, at their discretion, determine. The Directors in their absolute discretion may reduce or waive any fee payable.
|
||
|
||||
The Company not liable for disregard of a notice prohibiting registration of transfer
|
68.
|
The Company shall incur no liability or responsibility whatever in consequence of their registering or giving effect to any transfer of shares made or purporting to be made by the apparent legal owner thereof (as shown or appearing in the Register of Members) to the prejudice of persons having or claiming any equitable right, title or interest to or in the same shares notwithstanding that the Company may have had notice of such equitable right, title or interest or notice prohibiting registration of such transfer, and may have entered such notice or referred thereto in any book of the Company and the Company shall not be bound or required to regard or attend or give effect to any notice which may be given to them of any equitable right, title or interest or be under any liability whatsoever for refusing or neglecting to do so though it may have been entered or referred to in some book of the Company but the Company shall nevertheless be at liberty to regard and attend to any such notice and give effect thereto, if the Directors shall so think fit.
|
||
|
||||
|
CONVERSION OF SHARES INTO STOCK | |||
|
||||
Conversion of shares
|
69.
|
The Company may, by Ordinary Resolution :
|
||
into stock and
|
|
(a)
|
convert any paid-up shares into stock; and
|
|
reconversion
|
|
(b)
|
reconvert any stock into paid-up shares of any denomination.
|
|
|
||||
Transfer of stock
|
70.
|
The holders of stock may transfer the same or any part thereof in the same manner as, and subject to the same regulations under which, the shares from which the stock arose might, before the conversion, have been transferred, or as near thereto as circumstances admit.
|
||
|
||||
|
|
Provided that the Board may from time to time fix the minimum amount of stock transferable, so, however, that such minimum shall not exceed the nominal amount of the shares from which the stock arose.
|
||
|
||||
Rights of stockholders
|
71.
|
The holders of stock shall, according to the amount of stock held by them, have the same rights, privileges and advantages as regards dividends, voting at meetings of the Company and other matters, as if they held the shares from which the stock arose; but no such privilege or advantage (except participation in the dividends and profits of the Company and in the assets on winding up) shall be conferred by an amount of stock which would not, if existing in shares, have conferred that privilege or advantage.
|
||
|
||||
Share regulations to apply
|
72.
|
Such of the regulations of the Company (other than those relating to share warrants) as are applicable to paid-up shares shall apply to stock and the words, “share” and “shareholder” in those regulations shall include “stock” and “stockholder” respectively.
|
||
|
||||
INCREASE, REDUCTION AND ALTERATION OF CAPITAL | ||||
Increase of capital
|
73.
|
The Company may from time to time increase its share capital by issuing new shares, subject to the provisions of the Banking Regulation Act, 1949.
|
74.
|
The new shares (except such of them as shall be unclassified shares subject to the provisions of Article 14) shall, subject to the provision of the Act and these presents, be issued upon such terms and conditions and with such rights and privileges annexed and in particular such shares may be issued with a preferential or qualified right to dividends and in distribution of the assets of the Company. Any preference share so issued shall be redeemable within such period as may be prescribed.
|
On what conditions new shares may be issued
|
|
|
|||
75.
|
The new shares (resulting from an increase of capital as aforesaid) may, subject to the provision of the Act and these presents, be issued or disposed of by the Company in General Meeting or by the Directors under their powers in accordance with the provisions of Articles 12, 13, 14, 15 and the following provisions:
|
Further issue of capital
|
|
(a)
|
(i)
|
such new shares shall be offered to the persons who, at the date of the offer, are holders of the equity shares of the Company in proportion, as nearly as circumstances admit, to the capital paid up on those shares at that date;
|
|
|
|
|||||
|
|
(ii)
|
the offer aforesaid shall be made by notice specifying the number of shares offered and limiting a time not being less than 15 days from the date of the offer within which the offer, if not accepted, will be deemed to have been declined;
|
|
|
|
|||||
|
|
(iii)
|
the offer aforesaid shall be deemed to include a right exercisable by the persons concerned to renounce the shares offered to him or any of them in favour of any other person and the notice referred to in clause (ii) above shall contain a statement of this right; and
|
|
|
|
|||||
|
|||||
|
|||||
|
|||||
|
|
(iv)
|
after the expiry of the time specified in the notice aforesaid, or on receipt of earlier intimation from the person to whom such notice is given that he declines to accept the shares offered, the Board of Directors may dispose them of in such manner as they think most beneficial to the Company.
|
|
|
|
|||||
|
(b)
|
Nothing in clause (iii) of sub-article (a) above shall be deemed;
|
|
||
|
|||||
|
|
(i)
|
to extend the time within which the offer should be accepted; or
|
|
|
|
|||||
|
|
(ii)
|
to authorise any person to exercise the right of renunciation for a second time on the ground that the person in whose favour the renunciation was first made has declined to take the shares comprised in the renunciation.
|
|
|
|
|||||
|
(c)
|
Nothing in Article 75 of these presents shall apply to the increase of the subscribed capital of the Company caused by the exercise of an option attached to the debentures issued or loans raised by the Company:
|
|
||
|
|||||
|
|
(i)
|
to convert such debentures or loans into shares in the Company; or
|
|
|
|
|||||
|
|
(ii)
|
to subscribe to shares in the Company.
|
|
76.
|
In addition to and without derogating from the powers for the purpose conferred on the Directors under Article 15 of the Company in General Meeting may, in accordance with the provisions of Section 81 of the Act, determine that any shares (whether forming part of the original capital or of any increased capital of the Company) shall be offered to such persons (whether Members or holders of debentures of the Company or not) in such proportion and on such terms and conditions and either at a premium or at par or at a discount, (subject to compliance with the provisions of Section 79 of the Act) as such General Meeting shall determine.
|
Shares under control of General Meeting
|
Same as original capital
|
77.
|
Except so far as otherwise provided by the conditions of issue or by these presents any capital raised by the creation of new shares shall be considered part of the original capital and shall be subject to the provisions herein contained with reference to the payment of calls and instalments, transfer and transmission, forfeiture, lien, surrender, voting and otherwise.
|
||
|
||||
Reduction of capital
|
78.
|
The Company may from time to time by Special Resolution reduce its share capital (including the Capital Redemption Reserve Account, if any) in any way authorised by law and, in particular, may pay off any paid-up share capital upon the footing that it may be called up again or otherwise and may if and so far as necessary alter its Memorandum and Articles of Association reducing the amount of its share capital and of its shares accordingly.
|
||
|
||||
Division and subdivision of shares
|
79.
|
The Company may in General Meeting by Ordinary Resolution alter the condition of shares of its Memorandum and Articles of Association as follows :
|
||
|
||||
|
|
(a)
|
Consolidate and divide all or any of its share capital into shares of larger amount than its existing shares.
|
|
|
||||
|
|
(b)
|
Subdivide shares or any of them into shares of smaller amount than originally fixed by the Memorandum, subject nevertheless to the provisions of the Act in that behalf.
|
|
|
||||
|
|
(c)
|
Cancel shares which, at the date of such General Meeting, have not been taken or agreed to be taken by any person and diminish the amount of its share capital by the amount of the shares so cancelled.
|
|
|
||||
Directors’ discretion regarding subdivision
|
80.
|
The Directors may, at their absolute discretion, refuse applications for the subdivision of share certificates, debenture or bond certificates into denominations of less than the marketable lot except when such subdivision is required to be made to comply with a statutory provision or an order of a competent court of law.
|
||
|
||||
Company may purchase its own shares
|
580A.
|
The Company may purchase its own shares in the manner provided for in Section 77A of the Act.
|
||
|
||||
MODIFICATION OF CLASS RIGHTS | ||||
Power to modify rights of different classes of shareholders and the rights of dissentient shareholders
|
81.
|
(a)
|
If, at any time, the share capital of the Company is divided into different classes of shares, the rights and privileges attached to the shares of any class may, subject to the provisions of the Act, and whether or not the Company is being wound up, be varied, modified, commuted, affected or abrogated with the consent in writing of the holders of not less than three-fourths of the issued shares of that class or with the sanction of a Special Resolution passed at a separate meeting of the holders of the issued shares of that class.
|
|
|
||||
|
|
(b)
|
This Article is not to derogate from any power the Company would have had if this Article were omitted and the right of the dissentient shareholders being holders of not less in the aggregate than 10 per cent of the issued shares of that class, being persons who did not consent to or vote in favour of the Resolution for the variation, to apply to the Court to have the variations or modifications cancelled as provided in Section 107 of the Act.
|
5
|
Article 80A has been inserted pursuant to the Order dated March 7, 2002 of the High Court of Gujarat at Ahmedabad in connection with the amalgamation of ICICI Limited, ICICI Capital Services Limited and ICICI Personal Financial Services Limited with ICICI Bank Limited.
|
JOINT-HOLDERS | ||||
82.
|
Where two or more persons are registered as the holders of any share, they shall be deemed to hold the same as joint tenants with benefits of survivorship, subject to the following and other provisions contained in these presents
|
Joint-holders
|
||
|
||||
|
(a)
|
The Company shall be entitled to decline to register more than three persons as the joint-holders of any share.
|
Company may refuse to register more than three persons
|
|
|
||||
|
(b)
|
The joint-holders of any share shall be liable severally as well as jointly for and in respect of all calls and other payments which ought to be made in respect of such share.
|
Joint and several liability for all payments in respect of shares
|
|
|
||||
|
(c)
|
On the death of any such joint-holder, the survivor or survivors shall be the only person or persons recognised by the Company as having any title to the share but the Directors may require such evidence of death as they may deem fit and nothing herein contained shall be taken to release the estate of a deceased joint-holder from any liability on shares held by him jointly with any other person.
|
Title of survivors
|
|
|
||||
|
(d)
|
Any one of such joint-holders may give effectual receipts for any dividends or other moneys payable in respect of such share.
|
Receipt of one joint- holder sufficient
|
|
|
||||
|
(e)
|
Only the person whose name stands first in the Register of Members as one of the joint-holders of any share shall be entitled to delivery of the certificate relating to such share or to receive notice (which expression shall be deemed to include all documents mentioned in Article 191) from the Company and any notice given to such person shall be deemed notice to all the joint- holders.
|
Delivery of certificates and giving notice to first-named holder
|
|
|
||||
|
(f)
|
Any one of two or more joint-holders may vote at any meeting, either personally or by attorney or by proxy, in respect of such share as if he were solely entitled thereto and if more than one of such joint holders be present at any meeting personally or by proxy or by attorney then, that one of such persons so present whose name stands first or higher (as the case may be) in the Register in respect of such share shall alone be entitled to vote in respect thereof but the other or others of the joint-holders shall be entitled to be present at the meeting, provided always that a joint-holder present at any meeting personally shall be entitled to vote in preference to a joint-holder present by attorney or by proxy although the name of such joint-holder present by attorney or proxy stands first or higher (as the case may be) in the Register in respect of such shares. Several executors or administrators of a deceased Member in whose (deceased Member’s) sole name any share stands shall, for the purpose of this clause, be deemed joint-holders.
|
Votes of joint-holders
|
|
|
||||
BORROWING POWERS | ||||
83.
|
Subject to the relevant provisions of the Act, the Board of Directors may from time to time, by a resolution passed at a meeting of the Board, borrow moneys and may generally raise and secure the payment of such sum or sums in such manner and upon such terms and conditions in all respects as they think fit and in particular by the issue of bonds, perpetual or redeemable debentures or debenture stock or any mortgage or charge or other security on the undertaking or the whole or any part of
|
Power to borrow
|
|
|
the property of the Company (both present and future) including its uncalled capital for the time being.
|
||
|
||||
|
|
Provided that the Directors shall not borrow moneys, where moneys to be borrowed together with the moneys borrowed by the Company, apart from temporary loans obtained in its ordinary course of business and except as otherwise provided hereafter, shall exceed the aggregate of the paid-up capital of the Company and its free reserves, that is to say, reserves not set apart for any specific purpose.
|
||
|
||||
|
|
Provided, however, that :
|
||
|
||||
|
|
(a)
|
nothing contained hereinabove shall apply to any sums of moneys borrowed by the Company from any other banking companies or from the Reserve Bank of India, State Bank of India or any other bank established by or under any law for the time being in force;
|
|
|
||||
|
|
(b)
|
acceptance by the Company in the ordinary course of business of deposits of moneys shall not be deemed to be borrowing of moneys by the Company for the purpose aforesaid.
|
|
|
||||
Provided, further, that the Company shall not create:
|
||||
|
|
(a)
|
charge upon any unpaid capital of the Company; and
|
|
|
||||
|
|
(b)
|
a floating charge on the undertaking or any property of the Company or any part thereof unless the creation of such floating charge is certified in writing by the Reserve Bank of India as provided in the Banking Act.
|
|
|
||||
Bonds, debentures, etc., to be subject to the control of Directors
|
84.
|
Any bonds, debentures, debenture stock or other securities issued or to be issued by the Company shall be under the control of the Directors who may issue them upon such terms and conditions and in such manner and for such consideration as they shall consider to be for the benefit of the Company.
|
||
|
||||
Securities may be assignable free from equities
|
85.
|
Debentures, debenture stock, bonds or other securities may be made assignable free from any equities between the Company and the person to whom the same may be issued.
|
||
|
||||
Issue of bonds, debentures, etc., at discount, etc. or with special privilege
|
86.
|
Subject to the provision of the said Acts, any bonds, debentures, debenture stock or other securities may be issued at a discount, premium or at par and with any special privileges as to redemption, surrender, drawing, allotment of shares, appointment of Directors or otherwise.
|
||
|
||||
Mortgage of uncalled capital
|
87.
|
If any uncalled capital of the Company is included in or charged by any mortgage or other security, the Directors may authorise the person in whose favour such mortgage or security is executed or any other person in trust for him to make calls on the Members in respect of such uncalled capital and the provisions hereinbefore contained in regard to calls shall mutatis mutandis apply to calls made under such authority and such authority may be made exercisable either conditionally or unconditionally and either presently or contingently and either to the exclusion of the Directors power or otherwise and shall be assignable if expressed so to be.
|
||
|
||||
Register of charges
|
88.
|
The Directors shall cause a proper register to be kept in accordance with the provisions of Section 143 of the Act of all mortgages and charges specifically affecting the property of the Company and shall duly comply with the requirements of the Act in regard to registration of mortgages and charges and in regard to inspection to be
|
|
given to creditors or Members of the Register of Charges and of copies of instruments creating charges. Such sum as may be prescribed by the Act shall be payable by any person other than a creditor or Member of the Company for each inspection of the Register of Charges.
|
|
||
|
||||
MEETINGS | ||||
89.
|
The Company shall, in each year, hold, in addition to any other meetings, a general meeting which shall be styled as its “Annual General Meeting” in accordance with the provisions of Section 166 of the Act.
|
Annual General Meeting
|
||
|
||||
90.
|
All general meetings other than Statutory General Meeting and the Annual General Meetings shall be called Extraordinary General Meetings.
|
Extraordinary General Meeting
|
||
|
||||
91.
|
The Board of Directors may, whenever they think fit, and shall, on the requisition of such number of Members of the Company as is specified in sub-article (c) of this Article forthwith proceed and call an Extraordinary General Meeting of the Company and in case of such requisition the following provisions shall apply:
|
Calling of Extraordinary General Meetings
|
||
|
||||
|
(a)
|
The requisition shall set out the matters for the consideration of which the meeting is to be called, shall be signed by the requisitionists and shall be deposited at the Registered Office of the Company.
|
|
|
|
||||
|
(b)
|
The requisition may consist of several documents in like form, each signed by one or more requisitionists.
|
|
|
|
||||
|
(c)
|
The number of Members entitled to requisition a meeting with regard to any matter shall be such number of them as hold at the date of the deposit of the requisition, not less than one-tenth of such of the paid-up capital of the Company as at that date carries the right of voting in regard to that matter.
|
|
|
|
||||
|
(d)
|
Where two or more distinct matters are specified in the requisition, the provisions of sub-article (c) above shall apply separately in regard to each such matter and the requisition shall accordingly be valid only in respect of those matters in regard to which the condition specified in that sub-article is fulfilled.
|
|
|
|
||||
|
(e)
|
If the Board does not, within 21 days from the date of the deposit of a valid requisition in regard to any matters, proceeds duly to call a meeting for the consideration of those matters on a day not later than 45 days from the date of the deposit of the requisition, the meeting may be called by the requisitionists themselves or by such of the requisitionists as represent either a majority in value of the paid-up share capital held by all of them or not less than one-tenth of such of the paid-up share capital of the Company as is referred to in sub-article (c) above, whichever is less. However, for the purpose of this sub-article, the Directors shall, in the case of a meeting at which a resolution is to be proposed as a Special Resolution, give such notice thereof as is required by the Act.
|
|
|
|
||||
|
(f)
|
A meeting called under sub-article (e) above by the requisitionists or any of them:
|
|
|
|
||||
|
|
(i) shall be called in the same manner, as nearly as possible, as that in which meetings are to be called by the Board, but
|
|
|
|
|
(ii)
|
shall not be held after the expiration of three months from the date of the deposit of the requisition.
|
|
|
|||||
|
|
|
|
Provided that nothing contained in clause (ii) of sub-article (f) shall be deemed to prevent a meeting duly commenced before the expiry of the period of three months aforesaid, from adjourning to some day after the expiry of that period.
|
|
|
|||||
|
|
(g)
|
Where two or more persons hold any share or interest in the Company jointly, a requisition or a notice calling a meeting, signed by one or some only of them shall, for the purposes of this Article have the same force and effect as if it had been signed by all of them.
|
||
|
|||||
|
|
(h)
|
Any reasonable expense incurred by the requisitionists by reason of the failure of the Board to call a meeting shall be repaid to the requisitionists by the Company and any sum so repaid shall be retained by the Company out of any sums due or to become due from the Company by way of fees or other remuneration for their services to such of the Directors as were in default.
|
||
|
|||||
Notice of Meeting
|
92.
|
(a)
|
A General Meeting of the Company may be called by giving not less than 21 day’s notice in writing.
|
||
|
|||||
|
|
(b)
|
A General Meeting may be called after giving shorter notice than that specified in sub-article (a) above if consent is accorded thereto
|
||
|
|||||
|
|
|
(i)
|
in the case of an Annual General Meeting by all the Members entitled to vote thereat; and
|
|
|
|||||
|
|
|
(ii)
|
in the case of any other meeting by Members of the Company holding not less than 95 per cent of such part of the paid-up share capital of the Company gives a right to vote at the meeting.
|
|
|
|||||
|
|
|
Provided that where any Members of the Company are entitled to vote only on some resolution or resolutions to be moved at a Meeting and not on the others, those Members shall be taken into account for the purposes of this sub-article in respect of the former resolution or resolutions and not in respect of the latter.
|
||
|
|||||
Contents and manner of service of notice and persons on whom it is to be served
|
93.
|
(a)
|
Every notice of a meeting of the Company shall specify the place and the day and hour of the meeting and shall contain a statement of the business to be transacted thereat.
|
||
|
|||||
|
|
(b)
|
Notice of every meeting of the Company shall be given:
|
||
|
|||||
|
|
|
(i)
|
to every Member of the Company, in any manner authorised by subsections (1) to (4) of Section 53 of the Act;
|
|
|
|||||
|
|
|
(ii)
|
to the persons entitled to a share in consequence of the death or insolvency of a Member by sending it through the post in a prepaid letter addressed to them by name or by the title of representatives of the deceased or assignees of the insolvent or by any like description, at the address, if any, in India supplied for the purpose by the persons claiming to be so entitled or until such an address has been so supplied, by giving the notice in any manner in which it might have been given if the death or insolvency had not occurred; and
|
|
|
(iii)
|
to the Auditor or Auditors for the time being of the Company in the manner authorised by Section 53 of the Act in the case of any Member or Members of the Company.
|
|
|
|
|||||
|
(c)
|
The accidental omission to give notice to or the non-receipt of notice by any Member or other person to whom it should be given shall not invalidate the proceedings at the meeting.
|
Omission to give notice not to invalidate the proceedings at the meeting
|
||
94.
|
(a)
|
In the case of an Annual General Meeting, all business to be transacted at the meeting shall be deemed special, with the exception of business relating to:
|
Business at the Annual General Meeting
|
||
|
|||||
|
|
(i)
|
the consideration of accounts, Balance Sheet and reports of the Board of Directors and Auditors;
|
|
|
|
|||||
|
|
(ii)
|
the declaration of a dividend;
|
|
|
|
|||||
|
|
(iii)
|
the appointment of Directors in the place of those retiring; and
|
|
|
|
|||||
|
|
(iv)
|
the appointment of and the fixing of remuneration of the Auditors.
|
|
|
|
|||||
|
(b)
|
In the case of any other meeting, all business shall be deemed special.
|
|
||
|
|||||
|
(c)
|
Where any items of business to be transacted at the meeting are deemed to be special as aforesaid, there shall be annexed to the notice of the meeting a statement setting out all material facts concerning each such item of business, including in particular the nature of the concern or interest, if any, therein, of every Director and the Manager, if any.
|
Explanatory Statement to be annexed to the notice
|
||
|
|||||
|
|
Provided that where any item of special business as aforesaid to be transacted at a meeting of the Company relates to, or affects any other company, the extent of shareholding interest in that other company of every Director and the Manager, if any, of the Company shall also be set out in the statement if the extent of such shareholding interest is not less than 20 per cent of the paid-up share capital of that other company.
|
|
||
|
|||||
|
(d)
|
Where any item of business consists of the according of approval to any document by the meeting, the time and place where the document can be inspected shall be specified in the statement aforesaid.
|
|
||
|
|||||
95.
|
(a)
|
A resolution shall be an Ordinary Resolution when at a General Meeting of which the notice required under the Act has been duly given, the votes cast (whether on a show of hands, or on a poll, as the case may be), in favour of the resolution (including the casting vote, if any, of the Chairman) by Members who, being entitled so to do, vote in person or where proxies are allowed, by proxy, exceed the votes, if any, cast against the resolution by Members so entitled and voting.
|
Ordinary and Special Resolutions
|
||
|
|||||
|
(b)
|
A resolution shall be a Special Resolution when:
|
|
||
|
|||||
|
|
(i)
|
the intention to propose the resolution as a Special Resolution has been duly specified in the notice calling the General Meeting or other intimation given to the Members of the resolution;
|
|
|
|
|||||
|
|
(ii)
|
the notice required under the Act has been duly given of the General Meeting; and
|
|
|
|
|||||
|
|
(iii)
|
the votes cast in favour of the resolution (whether on a show of hands, or on a poll, as the case may be), by Members who, being entitled so to
|
|
|
|
|
|
do, vote in person, or where proxies are allowed, by proxy, are not less than three times the number of the votes, if any, cast against the resolution by Members so entitled and voting.
|
|
|
|||||
Resolutions requiring Special Notice
|
96.
|
(a)
|
Where, by any provisions contained in the Act or in these presents, Special Notice is required of any resolution, notice of the intention to move the resolution shall be given to the Company not less than 14 days before the meeting at which it is to be moved, exclusive of the day on which the notice is served or deemed to be served and the day of the meeting. | ||
|
|||||
|
|
(b)
|
The Company shall, immediately after the notice of the intention to move any such resolution has been received by it, give its Members notice of the resolution in the same manner as it gives notice of the meeting, or if that is not practicable, shall give them notice thereof, either by advertisement in a newspaper having an appropriate circulation or in any other mode allowed by these presents, not less than seven days before the meeting. | ||
|
|||||
|
PROCEEDINGS AT GENERAL MEETING | ||||
|
|||||
Quorum at General Meeting
|
97.
|
Five members personally present shall be a quorum for a General Meeting and no business shall be transacted at any General Meeting unless the requisite quorum be present when the meeting proceeds to business.
|
|||
|
|||||
Business confined to election of Chairman whilst chair vacant
|
98.
|
No business shall be discussed at any General Meeting except the election of a Chairman whilst the Chair is vacant.
|
|||
|
|||||
Chairman of General Meeting
|
99.
|
(a)
|
The Chairman, if any, of the Board shall preside as Chairman at every General Meeting of the Company. | ||
|
|||||
|
|
6(b)
|
If there be no Chairman or if at any meeting he shall not be present within 15 minutes after the time appointed for holding such meeting, or is unwilling to act, the Managing Director shall be entitled to act as the Chairman of such meeting failing which the Non-Rotational Directors present may choose one of their number to act as Chairman of the meeting and in default of their doing so, the Members present shall choose one of the Directors to take the Chair and if no Directors present be willing to take the Chair, the Members present shall choose one of their number to be the Chairman of the meeting. | ||
|
|||||
Proceedings when quorum not present
|
100.
|
If within half an hour from the time appointed for the General Meeting, a quorum be not present, the meeting, if convened on the requisition of shareholders, shall be dissolved and in any other case, shall stand adjourned to the same day in the next week, at the same time and place or to such other day and at such other time and place as the Directors may determine. If at such adjourned meeting also, a quorum, be not present within half an hour from the time appointed for holding the meeting, the Members present shall be a quorum and may transact the business for which the meeting was called.
|
6
|
The following Article 99(b) has been replaced by the above new Article 99(b) pursuant to the Order dated March 7, 2002 of the High Court of Gujarat at Ahmedabad in connection with the amalgamation of ICICI Limited, ICICI Capital Services Limited and ICICI Personal Financial Services Limited with ICICI Bank Limited.
|
99(b)
|
If there is no such Chairman, or if he is not present within 15 minutes after the time appointed for holding the meeting or is unwilling to act as Chairman of the meeting, then the Directors present at the meeting shall elect one of the ICICI Directors referred to in Article 128 to be Chairman of the meeting and failing which, the Members present and voting shall choose one of their Members to be Chairman of the meeting.
|
101.
|
(a)
|
The Chairman may, with the consent of any meeting at which a quorum is present, and shall, if so directed by the meeting, adjourn the meeting from time to time, and from place to place.
|
Adjournment of meeting
|
||
|
|||||
|
(b)
|
No business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.
|
|
||
|
|||||
|
(c)
|
When a meeting is adjourned for more than 30 days, notice of the adjourned meeting shall be given as in the case of an original meeting.
|
|
||
|
|||||
|
(d)
|
Save as aforesaid, it shall not be necessary to give any notice of the adjournment or of the business to be transacted at an adjourned Meeting.
|
|
||
|
|||||
102.
|
At any General Meeting a resolution put to the vote of the meeting shall be decided on a show of hands unless a poll is (before or on the declaration of the result of the show of hands) demanded in the manner hereinafter mentioned and unless a poll is so demanded, a declaration by the Chairman that a resolution has, on a show of hands, been carried unanimously or by a particular majority or lost and an entry to that effect in the book of the proceedings of the Company shall be conclusive evidence of the fact, without proof of the number of proportion of the votes recorded in favour of or against such resolution.
|
What is to be evidence of the passing of resolution where poll not demanded
|
|||
|
|||||
103.
|
(a)
|
Before or on the declaration of the result of the voting on any resolution on a show of hands, a poll may be ordered to be taken by the Chairman of the meeting of his own motion and shall be ordered to be taken by him on a demand made in that behalf by any Member or Members present in person or by proxy and holding shares in the Company:
|
Demand for poll
|
||
|
|||||
|
|
(i)
|
which confer a power to vote on the resolution not being less than one - tenth of the total voting power in respect of the resolution; or
|
|
|
|
|||||
|
|
(ii)
|
on which an aggregate sum of not less than Rs. 50,000/- has been paid up.
|
|
|
|
|||||
|
(b)
|
The demand for a poll may be withdrawn at any time by the person who made the demand.
|
|
||
|
|||||
104.
|
(a)
|
If a poll is demanded on the election of a Chairman or on a question of adjournment, it shall be taken forthwith and without adjournment.
|
Time of taking poll
|
||
|
|||||
|
(b)
|
A poll demanded on any other question shall be taken at such time not being later than 48 hours from the time when the demand was made, as the Chairman may direct.
|
|
||
|
|||||
105.
|
On a poll taken at a meeting of the Company, a Member entitled to more than one vote or his proxy or other person entitled to vote for him as the case may be, need not, if he votes, use all his votes or cast in the same way all the votes he uses.
|
Right of Member to use his votes differently
|
|||
|
|||||
106.
|
(a)
|
Where a poll is to be taken, the Chairman of the meeting shall appoint two scrutineers to scrutinise the votes given on the poll and to report thereon to him.
|
Scrutineers at poll
|
||
|
|||||
|
(b)
|
The Chairman shall have power, at any time before the result of the poll is declared, to remove a scrutineer from office and to fill vacancies in the office of the scrutineer arising from such removal or from any other cause.
|
|
||
|
|||||
|
(c)
|
Of the two scrutineers appointed under this Article, one shall always be a Member (not being an officer or employee of the Company) present at the meeting, provided that such a Member is available and willing to be appointed.
|
|
Manner of taking poll and result thereof
|
107.
|
(a)
|
Subject to the provisions of the Act, the Chairman of the meeting shall have power to regulate the manner in which a poll shall be taken.
|
|
|
||||
|
|
(b)
|
The result of the poll shall be deemed to be the decision of the meeting on the resolution on which the poll was taken.
|
|
|
||||
Motion how decided in case of equality of votes
|
108.
|
In the case of an equality of votes, whether on a show of hands or on a poll, the Chairman of the meeting at which the show of hands takes place or at which the poll is demanded, shall be entitled to a casting vote in addition to his own vote or votes to which he may be entitled as a Member.
|
||
|
||||
Demand for poll not to prevent transaction of other business
|
109.
|
The demand for a poll shall not prevent the continuance of a meeting for the transaction of any business other than the question on which the poll has been demanded.
|
||
|
||||
Minutes of General Meetings
|
110.
|
The Company shall cause Minutes of all proceedings of General Meetings to be entered in books kept for that purpose. The Minutes of each meeting shall contain a fair and correct summary of the proceedings thereat. All appointments of officers made at any of the meetings shall be included in the Minutes of the meeting. Any such Minutes, if purporting to be signed by the Chairman of the meeting at which the proceedings took place or in the event of death or inability of that Chairman, by a Director duly authorised by the Board for the purpose, shall be evidence of the proceedings.
|
||
|
||||
Inspection of Minutes Books
|
111.
|
The books containing Minutes of proceedings of General Meetings of the Company shall be kept at the Registered Office of the Company and shall be open to the inspection of any Member without charge, between 11 a.m. and 1 p.m. on all working days.
|
||
|
||||
Copies of Minutes
|
112.
|
Any Member shall be entitled to be furnished within the prescribed period after he has made a request in that behalf to the Company with a copy of any Minutes referred to above on payment of such sum as may be prescribed by the Act.
|
||
|
||||
VOTES OF MEMBERS
|
||||
|
||||
Votes
|
7 113.
|
(a)
|
on a show of hands, every Member present in person shall have one vote; and
|
|
7(a) (b)
|
On a poll, the voting rights of Members shall be as provided in Section 47 of the Companies Act, 2013, but will be subject to the ceiling of ten per cent of the total voting rights or such other percentage as may be stipulated by Section 12(2) of the Banking Regulation Act or under any of the proviso or explanation to Section 12 of the Banking Regulation Act.
|
Voting by Members of unsound mind
|
114.
|
A Member of unsound mind or in respect of whom an order has been made by any court having jurisdiction in lunacy may vote, whether on a show of hands or on a poll, by his committee or other legal guardian and any such committee or guardian may, on a poll, vote by proxy.
|
|
|
|||
Voting by Body Corporates
|
115.
|
A Body Corporate (whether a company within the meaning of the Act or not) may, if it is a Member, by resolution of its Board of Directors or other governing body authorise such person as it thinks fit to act as its representative at any meeting of the Company
|
7
|
The following Article 113 has been replaced by the above new Article 113 pursuant to the Order dated March 7, 2002 of the High Court of Gujarat at Ahmedabad in connection with the amalgamation of ICICI Limited, ICICI Capital Services Limited and ICICI Personal Financial Services Limited with ICICI Bank Limited
|
||
|
113. Subject to any rights or restrictions for the time being attached to any class or classes of shares:
|
||
|
|
(a)
|
on a show of hands, every Member present in person shall have one vote, and shall be governed by the ceiling one per cent of the total voting rights as stipulated by Section 12 (2) of the Banking Regulation Act; and
|
|
|
(b)
|
on a poll, the voting rights of Members shall be as provided by Section 87 of the Act, but will be subject to the restrictions and limitations as prescribed by or under the Banking Regulation Act.
|
7(a)
|
The following Sub-Article No. 113(b) further replaced by new Sub-Article No. 113(b) vide Special Resolution passed by the Members at their Twentieth Annual General Meeting held on June 30, 2014 on a poll, the voting rights of Members shall be as provided in Section 87 of the Act, but will be subject to the ceiling of ten per cent of the total voting rights or such other percentage as may be stipulated by Section 12(2) of the Banking Regulation Act.
|
|
in accordance with the provisions of Section 187 of the Act. The production at the meeting of a copy of such resolution duly signed by one Director of such Body Corporate or by a member of its governing body and certified by him as being a true copy of the resolution shall on production at the meeting be accepted by the Company as sufficient evidence of the validity of his appointment.
|
|
||
|
||||
116.
|
Any person entitled under the Transmission Clause to transfer any shares may vote at the General Meetings in respect thereof as if he was the registered holder of such shares provided that atleast 48 hours before the time of holding the meeting or adjourned meeting as the case may be at which he proposes to vote he shall satisfy the Directors of his right to transfer such shares unless the Directors shall have previously admitted his right to vote at such meeting in respect thereof.
|
Votes in respect of shares of deceased Members
|
||
|
||||
117.
|
(a)
|
Any Member of the Company entitled to attend and vote at a meeting of the Company shall be entitled to appoint another person (whether a Member or not) as his proxy to attend and vote instead of himself but a proxy so appointed shall not have any right to speak at the meeting.
|
Qualification of proxy
|
|
|
||||
|
(b)
|
In every notice calling a meeting of the Company, there shall appear with reasonable prominence a statement that a Member entitled to attend and vote is entitled to appoint a proxy to attend and vote instead of himself and that a proxy need not be a Member.
|
|
|
|
||||
118.
|
Votes may be given either personally or by attorney or by proxy or, in the case of a Body Corporate, by a representative duly authorised as aforesaid.
|
Votes may be given by proxy or attorney
|
||
|
||||
119.
|
Every instrument of proxy whether for a specified meeting or otherwise shall be in writing under the hand of the appointer or his attorney authorised in writing or if such appointer is a Body Corporate, under its Common Seal or the hand of an officer or an attorney duly authorised by it and shall, as nearly as circumstances will admit, be in the form specified in Schedule IX of the Act.
|
Execution of instrument of proxy
|
||
|
||||
120.
|
No person shall act as proxy unless the instrument of his appointment and the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power or authority shall have been deposited at the Office at least 48 hours before the time for holding the meeting at which the person named in the instrument of proxy proposes to vote and in default the instrument appointing the proxy shall not be treated as valid. No attorney shall be entitled to vote unless the power of attorney or other instrument appointing him as attorney or a notarially certified copy thereof has either been registered in the records of the Company at any time not less than 48 hours before the time of the meeting at which the attorney proposes to vote or is deposited at the Office not less than 48 hours before the time of such meeting as aforesaid. Notwithstanding that a power of attorney or other authority has been registered in the records of the Company, the Company may by notice in writing addressed to the Member or the attorney at least seven days before the date of a meeting require him to produce the original Power of Attorney or authority and unless the same is thereupon deposited with the Company not less than 48 hours before the time fixed for the meeting the attorney shall not be entitled to vote at such meeting unless the Directors, at their absolute discretion, excuse such non-production and deposit. Every Member entitled to vote at a meeting of the Company or on any resolution to be moved thereat shall be entitled during the period beginning 24 hours before the time fixed for the commencement of the meeting and ending with the conclusion of the meeting to inspect the proxies lodged at any time during the business hours of the Company provided that not less than three days notice in writing of the intention so to inspect is given to the Company.
|
Deposit of instrument of appointment and inspection
|
Custody of the instrument
|
121.
|
If any such instrument of appointment be confined to the object of appointing a proxy or substitute for voting at meetings of the Company, it shall remain permanently or for such time as the Directors may determine, in the custody of the Company and if embracing other objects a copy thereof, examined with the original, shall be delivered to the Company to remain in the custody of the Company.
|
||
|
||||
Validity of votes given by proxy notwithstanding death of Member, etc.
|
122.
|
A vote given in accordance with the terms of an instrument of proxy shall be valid notwithstanding the previous death of the principal or revocation of the proxy or of any Power of Attorney under which such proxy was signed or the transfer of the share in respect of which the vote is given, provided that no intimation in writing of the death, revocation or transfer shall have been received at the Office of the Company before the meeting.
|
||
|
||||
Time for objections to votes
|
123.
|
No objection shall be made to the validity of any vote except at the meeting or poll at which such vote shall be tendered and every vote whether given personally or by proxy not disallowed at such meeting or poll, shall be deemed valid for all purposes of such meeting or poll whatsoever.
|
||
|
||||
Chairman of any meeting to be the judge of validity of any vote
|
124.
|
The Chairman of any meeting shall be the sole judge of the validity of every vote tendered at such meeting. The Chairman present at the taking of a poll shall be the sole judge of the validity of every vote tendered at such poll.
|
||
|
||||
Equal rights of Members
|
125.
|
Any Member whose name is entered in the Register of Members of the Company shall enjoy the same rights and be subject to the same liabilities as all other Members of the same class.
|
||
|
||||
DIRECTORS | ||||
Number of Directors
|
8126.
|
Until otherwise determined by a General Meeting, the number of Directors shall not be less than three or more than 21 excluding the Government Director (referred to in Article 128A) and the Debenture Director (referred to in Article 129) (if any).
|
||
|
||||
First Directors
|
127.
|
The persons hereinafter named are the First Directors of the Company:
|
||
|
||||
|
|
(a)
|
Shri Parampally Vasudeva Maiya
|
|
|
||||
|
|
(b)
|
Shri Girish Sumanlal Mehta
|
|
|
||||
|
|
(c)
|
Shri Sethumadhava Rao Ragothaman
|
|
|
||||
|
|
The First Directors shall retire at the first Annual General Meeting.
|
||
|
||||
Non-rotational Directors
|
9128.
|
Not more than one-third of the total number of Directors shall be non-rotational Directors and, except for the Debenture Director and the Government Director, such non-rotational Directors (hereinafter referred to as the “Non-Rotational Directors”)
|
8
|
The following Article 126 has been replaced by the above new Article 126 pursuant to the Order dated March 7, 2002 of the High Court of Gujarat at Ahmedabad in connection with the amalgamation of ICICI Limited, ICICI Capital Services Limited and ICICI Personal Financial Services Limited with ICICI Bank Limited 126. Until otherwise determined by a General Meeting, the number of Directors shall not be less than three or more than 12.
|
9
|
The following Article 128 has been replaced by above new article 128 as also a new article 128A has been inserted pursuant to the Order dated March 7, 2002 of the High Court of Gujarat at Ahmedabad in connection with the amalgamation of ICICI Limited, ICICI Capital Services Limited and ICICI Personal Financial Services Limited with ICICI Bank Limited.
|
|
128.
|
(a)
|
One-third of the total number of Directors shall be non-retiring Directors and, except for the Debenture Director, such non-rotational Directors (including Executive Chairman or Chairman and Managing Director or Nonexecutive Chairman, Managing Director) hereinafter referred to as the “ICICI Directors/Nominee Directors” shall be appointed by ICICI. The balance Directors shall be persons whose period of office is liable to determination by rotation and subject to the provisions of the Act, and shall be appointed by the Company in General Meeting.
|
|
(b)
|
(i)
|
ICICI shall have the power to remove the Nominee Directors from office, with or without cause, and in the event of vacancy being caused in such office, by death, disability, resignation, removal or otherwise, to appoint another or others in the place(s) falling vacant; and
|
|
|
(ii)
|
any appointment or removal of a Nominee Director shall be by a notice in writing addressed to the Company and the appointment or removal shall take effect forthwith upon such notice being delivered to the Company.
|
(c)
|
The Board of Directors of the Company shall have no power to remove from office any Nominee Director.
|
||
|
(d)
|
Subject to the provisions of the Act and rules framed thereunder, the Company shall pay the Nominee Directors, sitting fees and reimbursement of expenses and other fees and commission or reimbursement to which other Directors of the Company are entitled and pay or reimburse to ICICI any expenses that may be incurred by ICICI or such Nominee Directors in connection with their appointment or directorship.
|
|
shall be appointed by the Board of Directors of the Company. The remaining Directors shall be persons whose period of office is liable to determination by rotation and subject to the provisions of the Act shall be appointed by the Company in General Meeting.
|
|
||
|
||||
9128A.
|
During such time as the Guarantee Agreement dated March 14, 1955 or the Guarantee Agreement dated July 15, 1959 or the Guarantee Agreement dated October 28, 1960 or the Guarantee Agreement dated February 28, 1962, between the President of India and The International Bank for Reconstruction and Development shall remain in force the President of India shall have the right from time to time to appoint one person as a Director of the Company and to remove such person from office and on a vacancy being caused in such office from any cause whether by resignation, death, removal or otherwise to appoint a Director in the vacant place. The Company shall be entitled to agree with the President of India for the appointment of a Director of the Company by the President of India as contemplated by this Article in respect of any future advance or advances by the Government of India or in respect of any guarantee or guarantees that may be given by the Government of India in connection with the Company’s future borrowings from The International Bank for Reconstruction and Development or any other financial institution. The Director appointed under this Article is herein referred to as “the Government Director” and the term “Government Director” means the Director for the time being in office under this Article. The Government Director shall not be liable to retire by rotation or be removed from office except by the President of India as aforesaid. Subject as aforesaid the Government Director shall be entitled to the same rights and privileges and be subject to the same obligations as any other Director of the Company.
|
|
||
|
||||
129.
|
Any trust documents covering the issue of debentures or bonds of the Company may provide for the appointment of a Director (in these presents referred to as the “Debenture Director”) for and on behalf of the holders of the debentures or bonds for such period as is therein provided not exceeding the period for which the debentures/bonds or any of them shall remain outstanding and for the removal from office of such Debenture Director and on a vacancy being caused whether by resignation, death, removal or otherwise for appointment of a Debenture Director in the vacant place. The Debenture Director shall not be liable to retire by rotation or be removed from office except provided as aforesaid.
|
Debenture Director
|
||
|
||||
130.
|
(a)
|
The Board of Directors may appoint an Alternate Director to act for a Director (hereinafter in this Article called the ‘Original Director’), at his suggestion or otherwise, during his absence for a period of not less than three months from the state in which meetings of the Board are ordinarily held.
|
Alternate Director
|
|
|
||||
|
(b)
|
An Alternate Director appointed under sub-article (a) above, shall not hold office as such for period longer than permissible to the Original Director in whose place he has been appointed and shall vacate office if and when the
|
|
9
|
The following Article 128 has been replaced by above new article 128 as also a new article 128A has been inserted pursuant to the Order dated March 7, 2002 of the High Court of Gujarat at Ahmedabad in connection with the amalgamation of ICICI Limited, ICICI Capital Services Limited and ICICI Personal Financial Services Limited with ICICI Bank Limited.
|
|
128
|
(a)
|
One-third of the total number of Directors shall be non-retiring Directors and, except for the Debenture Director, such non-rotational Directors (including Executive Chairman or Chairman and Managing Director or Nonexecutive Chairman, Managing Director) hereinafter referred to as the “ICICI Directors/Nominee Directors” shall be appointed by ICICI. The balance Directors shall be persons whose period of office is liable to determination by rotation and subject to the provisions of the Act, and shall be appointed by the Company in General Meeting.
|
|
(b)
|
(i)
|
ICICI shall have the power to remove the Nominee Directors from office, with or without cause, and in the event of vacancy being caused in such office, by death, disability, resignation, removal or otherwise, to appoint another or others in the place(s) falling vacant; and
|
|
|
(ii)
|
any appointment or removal of a Nominee Director shall be by a notice in writing addressed to the Company and the appointment or removal shall take effect forthwith upon such notice being delivered to the Company.
|
(c)
|
The Board of Directors of the Company shall have no power to remove from office any Nominee Director.
|
||
|
(d)
|
Subject to the provisions of the Act and rules framed thereunder, the Company shall pay the Nominee Directors, sitting fees and reimbursement of expenses and other fees and commission or reimbursement to which other Directors of the Company are entitled and pay or reimburse to ICICI any expenses that may be incurred by ICICI or such Nominee Directors in connection with their appointment or directorship.
|
|
|
|
Original Director returns to the state in which meetings of the Board are ordinarily held.
|
|
|
||||
|
|
(c)
|
If the term of office of the Original Director is determined before he so returns to the state aforesaid, any provision for the automatic re-appointment of retiring Directors in default of another appointment shall apply to the Original and not to the Alternate Director.
|
|
|
||||
Share qualification
|
131.
|
(a)
|
No Director shall be required to hold any qualification shares of the Company.
|
|
|
||||
|
|
(b)
|
No person shall be qualified to be a Director if his appointment is in contravention of any law or guideline in force or if by amendment of any law or guideline, his continuance in office is in contravention of such law or guideline, he shall immediately vacate his office; on such vacation he shall not be entitled to any compensation.
|
|
|
||||
Remuneration of Directors
|
132.
|
The fees payable to a Director for attending a meeting of the Board or Committee thereof shall be decided by the Board of Directors from time to time within the limits as may be prescribed by the Act or the Central Government. 10No Director who is a Government servant shall be entitled to receive any remuneration under this Article or other provisions of these presents except as authorised by the Government.
|
||
|
||||
|
10132A
|
Subject to the provisions of Article 132 in the case of a Government servant, the Directors may allow and pay to any Director who is not a bona fide resident of the place where a meeting is held and who shall come to such place for the purpose of attending a meeting such sum as the Directors may consider fair compensation for travelling, hotel and other expenses in addition to his remuneration as above specified and the Directors may from time to time fix the remuneration to be paid to any member or members of their body constituting a committee appointed by the Directors in terms of these presents and may pay the same.
|
||
|
||||
|
10132B
|
Subject to the provisions of Article 132 in the case of a Government servant if any Director, being willing, shall be called upon to perform extra services or to make any special exertions in going out or residing at a particular place or otherwise for any of the purposes of the Company, the Company may remunerate such Director either by fixed sum or otherwise as may be determined by the Directors and such remuneration may be either in addition to or in substitution for his remuneration above provided.
|
||
|
||||
Directors not bona fide residents of the place where a meeting is held, may receive extra compensation
|
133.
|
The Directors may allow and pay to any Director who is not a bona fide resident of the place where a meeting is held and who shall come to such place for the purpose, of attending a meeting such sum as the Directors may consider fair compensation for travelling, hotel and other expenses in addition to his remuneration as above specified and the Directors may fix the remuneration to be paid to any member or members of their body constituting a Committee appointed by the Directors in terms of these presents and may pay the same.
|
||
|
||||
Extra remuneration to Directors for special work
|
134.
|
Subject to the provision of the said Acts, if any Director, being willing, shall be called upon to perform extra services or to make any special exertions in going out or residing at a particular place or otherwise for any of the purposes of the Company, the Company may remunerate such Directors either by a fixed sum or otherwise as
|
10
|
The above sentence starting with the words “No Directors” and ending with the words “authorised by the Government” has been inserted in Article 132 as also new Articles 132A and 132B have been inserted pursuant to the Order dated March 7, 2002 of the High Court of Gujarat at Ahmedabad in connection with the amalgamation of ICICI Limited, ICICI Capital Services Limited and ICICI Personal Financial Services Limited with ICICI Bank Limited.
|
|
may be determined by the Directors and such remuneration may be either in addition to or in substitution for his remuneration above provided.
|
|
||
|
||||
135.
|
The Directors shall have the power at any time and from time to time to appoint, subject to the provisions of these presents, any person as an Additional Director to the Board but so that the total number shall not at any time exceed the maximum number fixed for the Board but any Director so appointed shall hold office only up to the date of the next Annual General Meeting of the Company and shall then be entitled for re-election.
|
Additional Director
|
||
|
||||
136.
|
If the office of any Director appointed by the Company in General Meeting is vacated before his term of office expires in the normal course, the resulting casual vacancy may be filled by the Board of Directors at a meeting of the Board and the Director so appointed shall hold office only up to the date up to which the Director in whose place he is appointed would have held office if it had not been vacated.
|
Casual vacancy
|
||
|
||||
137.
|
Subject to the provisions of the Act, the continuing Directors may act notwithstanding any vacancy in their body, but so that if the number falls below the minimum number fixed the Directors shall not, except in emergencies or for the purpose of filling up vacancies or for summoning a General Meeting of the Company, act so long as the number is below the minimum and they may so act notwithstanding the absence of a necessary quorum.
|
Directors may act notwithstanding vacancy
|
||
|
||||
138.
|
(a) The office of a Director shall become vacant if:
|
Office of Directors becoming vacant
|
||
|
(i)
|
he is found to be of unsound mind by a court of competent jurisdiction; or
|
|
|
|
||||
|
(ii)
|
he applies to be adjudicated an insolvent; or
|
|
|
|
||||
|
(iii)
|
he is adjudged an insolvent; or
|
|
|
|
||||
|
(iv)
|
he is convicted by a court of any offence involving moral turpitude and sentenced in respect thereof to imprisonment for not less than six months; or
|
|
|
|
||||
|
(v)
|
he fails to pay any call in respect of shares held by him alone or jointly with others within six months from the last date fixed for the payment of the call unless the Central Government has, by notification in the Official Gazette, removed the disqualification incurred by such failure; or
|
|
|
|
||||
|
(vi)
|
he absents himself from three consecutive Meetings of the Directors or from all Meetings of the Directors for a continuous period of three months, whichever is longer, without leave of absence from the Board of Directors; or
|
|
|
|
||||
|
(vii)
|
he (whether by himself or by any person for his benefit or on his account) or any firm in which he is a partner or any private company of which he is a Director, accepts a loan or guarantee or security for a loan from the Company in contravention of Section 295 of the Act; or
|
|
|
|
||||
(viii)
|
he acts in contravention of Section 299 of the Act; or
|
|||
|
(ix)
|
he becomes disqualified by an order of the court under Section 203 of the Act; or
|
|
|
|
||||
|
(x)
|
he is removed in pursuance of Section 284 of the Act; or
|
|
|
|
|
(xi)
|
he resigns office by notice in writing addressed to the Company or to the Directors; or
|
|
|
|
|
|||
(xii) | having been appointed a Director by virtue of his holding any office or other employment in the Company, he ceases to hold such office or other employment in the Company; or | ||||
(xiii)
|
he becomes disqualified under Article 131 (b); or
|
||||
|
|
|
(xiv)
|
he is disqualified for being appointed as a Director under any of the provisions of either of the said Acts.
|
|
|
|||||
Period from which disqualification to take effect
|
|
(b)
|
Notwithstanding anything in clauses (iii), (iv) and (ix) of sub-article (a) above, the disqualification referred to in those clauses shall not take effect:
|
||
|
|
|
(i)
|
for 30 days from the date of adjudication or sentence or order; or
|
|
|
|||||
|
|
|
(ii)
|
where any appeal or petition is preferred within 30 days aforesaid against the adjudication, sentence or conviction resulting in the sentence or order until the expiry of seven days from the date on which such appeal or petition is disposed of; or
|
|
|
|||||
|
|
|
(iii)
|
where, within the seven days aforesaid, any further appeal or petition is preferred in respect of the adjudication, sentence, conviction or order and the appeal or petition, if allowed, would result in the removal of the disqualification, until such further appeal or petition is disposed of.
|
|
|
|||||
Disclosure of interest by Director
|
139.
|
(a)
|
Every Director of the Company who is in any way, whether directly or indirectly, concerned or interested in a contract or arrangement or proposed contract or arrangement entered into or to be entered into, by or on behalf of the Company, shall disclose the nature of his concern or interest at a Meeting of the Board of Directors.
|
||
|
|||||
|
|
(b)
|
(i)
|
In the case of a proposed contract or arrangement, the disclosure required to be made by a Director under sub-article (a) above shall be made at the meeting of the Board at which the question of entering into contract or arrangement is first taken into consideration or if the Director was not, at the date of that meeting, concerned or interested in the proposed contract or arrangement at the first meeting of the Board held after he becomes so concerned or interested;
|
|
|
|||||
|
|
|
(ii)
|
in the case of any other contract or arrangement, the required disclosure shall be made at the first meeting of the Board held after the Director becomes concerned or interested in the contract or arrangement.
|
|
|
|||||
|
|
(c)
|
(i)
|
For the purpose of sub-articles (a) and (b) above, a general notice given to the Board by a Director, to the effect that he is a Director or a Member of a specified Body Corporate or is a partner of a specified firm and is to be regarded as concerned or interested in any contract or arrangement which may, after the date of the notice, be entered into with that Body Corporate or firm shall be deemed to be a sufficient disclosure of concern or interest in relation to any contract or arrangement so made;
|
|
|
|||||
|
|
|
(ii)
|
any such general notice shall expire at the end of the financial year in which it is given, but may be renewed for further periods of one financial year at a time, by a fresh notice given in the last month of the financial year in which it would otherwise expire;
|
|
|
(iii)
|
no such general notice and no renewal thereof shall be of effect unless it is either given at a meeting of the Board or the Director concerned takes reasonable steps to secure that it is brought up and read at the first meeting of the Board after it is given.
|
|
|
|
|||||
|
(d)
|
Nothing in this Article shall be taken to prejudice the operation of any rule of law restricting a Director of the Company from having any concern or interest in any contracts or arrangements with the Company.
|
|
||
|
|||||
|
(e)
|
Nothing in this Article shall apply to any contract or arrangement entered into or to be entered into between the Company and any other company where any of the Directors of the Company or two or more of them together holds or hold not more than two per cent of the paid-up share capital in the other company.
|
|
||
|
|||||
140.
|
(a)
|
No Director of the Company shall, as a Director, take part in the discussion of, or vote on, any contract or arrangement entered into or to be entered into, by Board’s proceedings or on behalf of the Company, if he is in any way, whether directly or indirectly, concerned or interested in the contract or arrangement; nor shall his presence count for the purpose of forming a quorum at the time of any such discussion or vote; and if he does vote, his vote shall be void.
|
Interested Director not to participate or vote in Board Meetings
|
||
|
|||||
|
(b)
|
Sub-article (a) above shall not apply to:
|
|
||
|
|||||
|
|
(i)
|
any contract of indemnity against any loss which the Directors or any one or more of them may suffer by reason of becoming or being sureties or a surety for the Company;
|
|
|
|
|||||
|
|
(ii)
|
any contract or arrangement entered into or to be entered into with a public company or a private company which is a subsidiary of a public company, in which the interest of the Director aforesaid consists solely:
|
|
|
|
|||||
|
|
|
● in his being a Director of such company and the holder of not more than shares of such number or value therein as is requisite to qualify him for appointment as a Director thereof, he having been nominated as such Director by the Company, or
|
|
|
|
|||||
|
|
|
● in his being a member holding not more than two per cent of the paid-up share capital of such other company.
|
|
|
|
|
|
|
||
11 (iii) | deleted | ||||
|
|||||
141
|
(a)
|
Subject to the provisions of the said Acts, these presents and any other law for the time being in force, a Director of the Company may be or become a Director of any company promoted by the Company or in which he may be interested as vendor, member or otherwise and no such Director shall be accountable for any benefits received as Director or member of such other company.
|
Director may be Directors of Companies promoted by the Company
|
||
|
|||||
|
(b)
|
A Director shall, within 20 days of his appointment to or relinquishment of his office as Director, Managing Director, Manager or Secretary in any other Body Corporate, disclose to the Company the particulars relating to his office in the other Body Corporate which are required to be specified under Section 303(1) of the Act.
|
Disclosure by Director on appointment
|
11
|
The following Article 140(b) (iii) has been deleted pursuant to the Order dated March 7, 2002 of the High Court of Gujarat at Ahmedabad in connection with the amalgamation of ICICI Limited, ICICI Capital Services Limited and ICICI Personal Financial Services Limited with ICICI Bank Limited.
|
(iii)
|
any contract or agreement entered into or to be entered into with ICICI in which the interest of a Nominee Director consists solely of his being a Director or officer of ICICI.
|
Register of Directors, etc.
|
|
(c)
|
The Company shall enter the aforesaid particulars in a Register kept for the purpose in conformity with Section 303 of the Act.
|
|
|
||||
Director to give notice of his shareholdings
|
|
(d)
|
A Director shall give notice in writing to the Company of his holding of shares and debentures of the Company or its subsidiary, together with such particulars as may be necessary to enable the Company to comply with the provision of Section 307 of the Act. If such notice be not given at a meeting of the Board, the Director shall take all reasonable steps to secure that it is brought up and read at the next meeting of the Board after it is given. The Company shall enter particulars of a Director’s holding of shares and debentures as aforesaid in a Register kept for the purpose in conformity with Section 307 of the Act.
|
|
|
||||
Disclosure by Director of interest in any other company, etc.
|
|
(e)
|
If any Director has any interest in any other company, institution, financial intermediary or any Body Corporate by virtue of his position as director or partner or with which he may be associated in any other capacity, then he shall disclose his interest to the Board of Directors.
|
|
ROTATION OF DIRECTORS | ||||
Directors to retire annually how determined
|
12142
|
At every Annual General Meeting of the Company, one third of such Directors for the time being as are liable to retire by rotation or if their number is not three or a multiple of three, then the number nearest to one-third, shall retire from office. The Debenture Directors, the Government Directors and the Non-Rotational Directors, subject to Article 151, shall not be subject to retirement under this Article.
|
||
Which Directors to retire
|
143 | The Directors to retire by rotation at every Annual General Meeting shall be those who have been longest in office since their last appointment, but as between persons who became Directors on the same day, those who are to retire shall (unless they otherwise agree among themselves) be determined by lot. |
Re-election
|
144
|
A retiring Director shall be eligible for re-election.
|
||
|
||||
Company to fill up vacancy
|
145
|
The Company at the Annual General Meeting at which a Director retires in the manner aforesaid may fill up the vacated office by appointing the retiring Director or some other person thereto.
|
||
|
||||
Retiring Directors to remain in office till successors appointed
|
146
|
If the place of the retiring Director is not so filled up and the meeting has not expressly resolved not to fill the vacancy, the meeting shall stand adjourned till the same day in the next week, at the same time and place, or if that day is a public holiday, till the next succeeding day which is not a public holiday, at the same time and place, and if at the adjourned meeting also, the place of the retiring Director is not filled up and that meeting also has not expressly resolved not to fill the vacancy, the retiring Director shall be deemed to have been re-appointed at the adjourned meeting, unless:
|
||
|
||||
|
|
(i)
|
at that meeting or at the previous meeting, a resolution for the re-appointment of such Director has been put to the meeting and lost;
|
|
|
||||
|
|
(ii)
|
the retiring Director has, by a notice in writing addressed to the Company or the Board of Directors, expressed his unwillingness to be so re-appointed;
|
12
|
The following Article 142 has been replaced by the above new Article 142 pursuant to the Order dated March 7, 2002 of the High Court of Gujarat at Ahmedabad in connection with the amalgamation of ICICI Limited, ICICI Capital Services Limited and ICICI Personal Financial Services Limited with ICICI Bank Limited.
|
|
|
142.
|
At every Annual General Meeting of the Company other than the first Annual General Meeting, one-third of such of the Directors for the time being as are liable to retire by rotation or if their number is not three or a multiple of three, then the number nearest to one-third, shall retire from office. The Debenture Directors and the Nominee Directors, subject to Article 151, shall not be subject to the retirement under this Article.
|
|
(iii)
|
he is not qualified or is disqualified for appointment;
|
|
|
|
||||
|
(iv)
|
a Resolution, whether Special or Ordinary, is required for his appointment by virtue of any provisions of the Act;
|
|
|
|
||||
|
(v)
|
the provision to sub-article (b) or sub-article (c) of Article 147 is applicable to the case.
|
|
|
|
||||
147.
|
(a)
|
At every Annual General Meeting of the Company, a motion shall not be made for the appointment of two or more persons as Directors of the Company by a single resolution, unless a resolution that it shall be so made has first been agreed to by the meeting without any vote being given against it.
|
Appointment of Directors to be voted on individually
|
|
|
||||
|
(b)
|
A resolution moved in contravention of sub-article (a) above shall be void whether or not objection was taken at the time to its being so moved. Provided that where a resolution so moved is passed, no provision for the automatic re-appointment of retiring Director, in default of another appointment shall apply.
|
|
|
|
||||
|
(c)
|
For the purposes of this Article, a motion for approving a person’s appointment or for nominating a person for appointment shall be treated as a motion for his appointment.
|
|
|
|
||||
148.
|
Subject to the provisions of Sections 252, 255 and 259 of the Act, the Company may, by Ordinary Resolution from time to time increase or reduce the number of Directors.
|
Company may increase or reduce the number of Directors
|
||
|
||||
|
Provided that any increase in the number of Directors except an increase which is within the permissible maximum shall not have any effect unless approved by the Regulatory Agencies whose approval is required under any law for the time being in force.
|
|
||
|
||||
149.
|
(a)
|
Subject to the provisions of the said Acts and these presents, no person, not being a retiring Director, shall be eligible for election to the office of Directors at any General Meeting, unless he or some other Member intending to propose him has, at least 14 days before the meeting, left at the office of the Company a notice in writing under his hand signifying his candidature for the office of Director or the intention of such Member to propose him along with a deposit of such sum as may be prescribed which shall be refunded to such person or, as the case may be, to such Member, if the person succeeds in getting elected as a Director.
|
Right of persons other than retiring Directors to stand for Directorship
|
|
|
||||
|
(b)
|
The Company shall inform its Members of the candidature of a person for the office of Director or the intention of a Member to propose such person as a candidate for that office by serving individual notices on the Members not less than seven days before the meeting.
|
|
|
|
||||
|
|
Provided that it shall not be necessary for the Company to serve individual notices upon the Members as aforesaid if the Company advertises such candidature or intention not less than seven days before the meeting in at least two newspapers circulating in the place where the Registered Office of the Company is located, of which one is published in the English language and the other in the regional language of that place.
|
|
|
|
(c)
|
Every person (other than a Director retiring by rotation or otherwise or a person who has left at the office of the Company a notice under Section 257 of the Act signifying his candidature for the office of a Director) proposed as a candidate for the office of a Director shall sign and file with the Company his consent in writing to act as a Director, if appointed.
|
||
|
|||||
|
|
(d)
|
The Company shall ensure that the appointment of Directors of the Company in General Meeting and 13appointment of the Non-rotational Directors and their retirement shall be in accordance with the provisions of the said Acts.
|
||
|
|||||
|
|
(e)
|
A person, other than:
|
||
|
|||||
|
|
|
(i)
|
a Director re-appointed after retirement by rotation or immediately on the expiry of his term of office; or
|
|
|
|||||
|
|
|
(ii)
|
an Additional or Alternate Director or a person filling a casual vacancy in the office of a Director under Section 262 of the Act, appointed as a Director or re-appointed as an Additional or Alternate Director immediately on the expiry of his term of office; or
|
|
|
|||||
|
|
|
(iii)
|
a person named as Director of the Company under this Article as first registered Shall not act as a Director of the Company unless he has, within 30 days of his appointment, signed and filed with the Registrar his consent in writing to act as such Director.
|
|
|
|||||
Removal of Directors
|
150.
|
(a)
|
The Company may subject to the provisions of Section 284 of the Act, by Ordinary Resolution remove a Director (not being a Debenture Director or a 14Non-Rotational Director) before the expiry of his period of office.
|
||
|
|||||
|
|
(b)
|
Special Notice shall be required of any resolution to remove a Director under this Article or to appoint somebody instead of a Director so removed at the meeting at which he is removed.
|
||
|
|||||
|
|
(c)
|
On receipt of notice of a resolution to remove a Director under this Article, the Company shall forthwith send a copy thereof to the Director concerned and the Director (whether or not he is a Member of the Company) shall be entitled to be heard on the resolution at the meeting.
|
||
|
|||||
|
|
(d)
|
Where notice is given of a resolution to remove a Director under this Article and the Director concerned makes with respect thereto representations in writing to the Company (not exceeding a reasonable length) and requests their notification to Members of the Company, the Company shall, unless the representations are received by it too late for it to do so:
|
||
|
|||||
|
|
|
(i)
|
in any notice of the resolution given to Members of the Company, state the fact of the representations having been made; and
|
|
|
|||||
|
|
|
(ii)
|
send a copy of the representations to every Member of the Company to whom notice of the meeting is sent (whether before or after receipt of
|
13 |
The words “nomination of ICICI Directors by ICICI” have been replaced with the words “appointment of the Non-Rotational Directors” pursuant to the Order dated March 7, 2002 of the High Court of Gujarat at Ahmedabad in connection with the amalgamation of ICICI Limited, ICICI Capital Services Limited and ICICI Personal Financial Services Limited with ICICI Bank Limited.
|
14 |
The words “Nominee Director” have been replaced with the words “Non-Rotational Director” pursuant to the Order dated March 7, 2002 of the High Court of Gujarat at Ahmedabad in connection with the amalgamation of ICICI Limited, ICICI Capital Services Limited and ICICI Personal Financial Services Limited with ICICI Bank Limited.
|
|
|
|
the representations by the Company) and if a copy of the representation is not sent as aforesaid because they were received too late or because of the Company’s default, the Director may (without prejudice to his right to be heard orally) require that the representations shall be read out at the meeting.
|
||
|
|||||
|
|
|
Provided that, copies of the representations need not be sent out and the representations need not be read out at the meeting, if on the application either of the Company or of any other person who claims to be aggrieved, the Company Law Board is satisfied that the rights conferred by this sub-article are being abused to secure needless publicity for defamatory matter.
|
||
|
|||||
|
(e)
|
|
A vacancy created by the removal of a Director under this Article may, if he had been appointed by the Company in General Meeting or by the Board, be filled by the appointment of another Director in his stead, by the meeting at which he is removed, provided Special Notice of the intended appointment has been given under sub-article (b) above. A Director so appointed shall hold office until the date up to which his predecessor would have held office if he had not been removed as aforesaid.
|
||
|
|||||
|
(f)
|
|
If the vacancy is not filled under sub-article (e) of this Article, it may be filled as a casual vacancy in accordance with the provisions so far as they may be applicable of Article 136 and all the provisions of that Article shall apply accordingly.
|
||
|
|||||
|
|
|
Provided that the Director who was removed from office shall not be reappointed as a Director by the Board of Directors.
|
CHAIRMAN - EXECUTIVE CHAIRMAN - CHAIRMAN AND MANAGING DIRECTOR - MANAGING DIRECTOR - WHOLE-TIME DIRECTOR |
|
|||
|
||||
15151
|
(a)
|
Subject to the provisions of the said Acts and these presents, the Board of Directors of the Company shall be entitled to appoint from time to time, one or more of the Non-Rotational Directors to act as the Whole-time or Executive Chairman and Managing Director or Part-time Chairman or Whole-time Chairman (hereinafter referred to as the “Executive Chairman”) or a Managing Director or Managing Director(s) and/or Whole-time Director or Whole-time Director(s) of the Company (hereinafter referred to as the “Managing Director”) for such term not exceeding five years at a time as the Board of Directors may think fit to manage the affairs and business of the Company and may from time to time (subject to provisions of any contract between him and the Company) may remove or dismiss him or them from office and appoint another in his place.
|
Board may appoint Chairman, Managing Director(s) or Whole-time Director(s)
|
15
|
The following Article 151(a) has been replaced by the above new Article 151(a) pursuant to the Order dated March 7, 2002 of the High Court of Gujarat at Ahmedabad in connection with the amalgamation of ICICI Limited, ICICI Capital Services Limited and ICICI Personal Financial Services Limited with ICICI Bank Limited.
|
151(a)
|
Subject to the provisions of the said Acts and these presents, ICICI shall be entitled to appoint from time to time, one or more of the ICICI Directors to be Chairman and Managing Director of the Company to act as the Whole-time or Executive Chairman and Managing Director of the Company (hereinafter referred to as the ‘Executive Chairman’) or a Managing Director or Managing Directors and/or Whole-time Director or Whole-time Directors of the Company (hereinafter referred to as the ‘Managing Director’) for such term not exceeding five years at a time as ICICI may think fit to manage the affairs and business of the Company and may from time to time (subject to provisions of any contract between him or them and the Company) remove or dismiss him or them from office and appoint another or others in his or their place or places.
|
16[(b) and (c) ...] deleted
|
||
What provisions they
will be subject to
|
(d)
|
Subject to the provisions of the said Acts and these presents, the Executive Chairman or the Managing Director shall not, while he continues to hold that office, be subject to retirement by rotation under Article 142, but he shall be subject to the provisions of any contract between him and the Company and be subject to the same provisions as to the resignation and removal as the other Directors of the Company and he shall ipso facto and immediately cease to be an Executive Chairman or Managing Director if he ceases to hold the office of Director from any cause, provided that if at any time the number of Directors (including Executive Chairman or Managing Director) as are not subject to retirement by rotation shall exceed one-third of the total number of the Directors for the time being, then the Executive Chairman or Managing Director or any of them as the Directors may from time to time determine shall be liable to retirement by rotation in accordance with Article 142 to the intent that the number of Directors not liable to retirement by rotation shall not exceed one-third of the total number of Directors for the time being.
|
Remuneration of
Managing or Whole-
time Director(s)
|
(e)
|
The remuneration of the Managing Director or Whole-time Director shall (subject to Section 309 of the Act and other applicable provisions of the said Acts and these Articles and of any contract between him and the Company) be fixed by the Directors, from time to time and may be by way of fixed salary and/or perquisites or commission on profits of the Company or by participation in such profits or by any or all these modes or any other mode not expressly prohibited by the Act.
|
(f)
|
Subject to sub-article (d) above, the Managing Director(s) and/or Whole-time Director(s) so appointed shall not be liable to retire at any General Meeting of the Company. | |
(g)
|
Subject to the provisions of Sections 198, 269, 309, 310 and 311 of the Act and also subject to the limitations, conditions and provisions of Schedule XIII of the Act, the appointment and payment of remuneration to the Executive Chairman or Managing Director(s) shall be subject to approval of the Members in General Meeting. | |
(h)
|
Subject to the superintendence, control and direction of the Board, the day-to-day management of the Company shall be in the hands of the Executive Chairman or Managing Director, with power to the Board to distribute such day-to-day management functions in any manner as deemed fit by the Board, subject to the provisions of the Act and these presents and shall also be subject to the provisions of the Banking Regulation Act, 1949. | |
(i)
|
The Executive Chairman or Managing Director shall not exercise the powers to: | |
(i) make calls on shareholders in respect of any money unpaid on the shares in the Company; |
16
|
The following Articles 151(b) and 151(c) have been deleted pursuant to the Order dated March 7, 2002 of the High Court of Gujarat at Ahmedabad in connection with the amalgamation of ICICI Limited, ICICI Capital Services Limited and ICICI Personal Financial Services Limited with ICICI Bank Limited.
|
|
151(b)
|
If ICICI has not nominated Executive Chairman or Managing Director as provided in sub-article (a) above, then subject to the provisions of the said Acts and these presents, the Board of Directors of the Company shall have the power to appoint from time to time one or more of their body to be the Executive Chairman or Managing Director as the case may be.
|
|
151(c)
|
Unless ICICI has exercised its rights to appoint the Executive Chairman as provided in sub-article (a) above, ICICI shall have the right to appoint a Non-executive Chairman.
|
(ii)
|
issue debentures; and except to the extent mentioned in the Resolution passed at the Board Meeting under Section 292 of the Act, shall also not exercise the powers to :
|
|||
(iii) |
borrow moneys, otherwise than on debenture;
|
|||
(iv)
|
invest the funds of the Company; and
|
|||
(v) |
make loans, give credits or sign credit notes exceeding an amount fixed by the Board from time to time.
|
|||
PROCEEDINGS OF DIRECTORS’ MEETINGS
|
||||
152. |
The Directors may meet together for the despatch of business, adjourn and otherwise regulate their meetings and proceedings as they think fit.
|
Meeting of Directors
|
||
Provided, however, that the meeting of the Board of Directors shall be held at least once in every three calendar months and at least four such meetings shall be held every year.
|
||||
153. |
The Chairman may at any time and the Manager, Secretary or such other officer of the Company as may be authorised by the Directors shall upon the requisition of a Director convene a meeting of the Board.
|
When meeting to be convened
|
||
154. |
Notice of every meeting of the Board of Directors of the Company shall be given in writing to every Director for the time being in India and at his usual address in India to every other Director.
|
Notice of meeting
|
||
155.
|
Subject to Section 287 of the Act, the quorum for a meeting of the Board shall be one-third of its total strength excluding Directors, if any, whose places may be vacant at the time and any fraction contained in that one-third being rounded off as one or two Directors, whichever is higher.
Provided that where at any time the number of interested Directors exceeds or is equal to two-thirds of the total strength of the number of remaining Directors, that is to say, the number of Directors who are not interested, present at the Meeting being not less than two, shall be the quorum during such time.
|
Quorum and its competence to exercise powers
|
||
17[...] deleted
|
||||
For the purposes of this Article:
|
||||
(i) |
“total strength” means the total strength of the Directors of the Company as determined in pursuance of the Act, after deducting therefrom the number of the Directors, if any, whose places may be vacant at the time;
|
|||
(ii)
|
“interested Director” means any Director whose presence cannot by reason of Article 140 count for the purpose of forming a quorum at a meeting of the Board, at the time of the discussion or vote on any matter.
|
17
|
The following para of Article 155 has been deleted pursuant to the Order dated March 7, 2002 of the High Court of Gujarat at Ahmedabad in connection with the amalgamation of ICICI Limited, ICICI Capital Services Limited and ICICI Personal Financial Services Limited with ICICI Bank Limited.
“Provide further, that no quorum for a Meeting of the Board shall be constituted and no such meeting shall proceed to transact any business unless at least one ICICI Director or his Alternate are present at such meeting, except where for a particular meeting the said requirement for a quorum is waived in writing by the ICICI Directors or their Alternates.”
|
Procedure where
meeting adjourned
for want of quorum
|
156.
|
(a) |
If a meeting of the Board could not be held for want of quorum, then, unless the Directors present at such meeting otherwise decide, the meeting shall automatically stand adjourned till the same day in the next week, at the same time and place, or if that day is a public holiday, till the next succeeding day which is not a public holiday at the same time and place.
|
(b)
|
The provisions of Article 152 shall not be deemed to have been contravened merely by reason of the fact that a meeting of the Board which had been called in compliance with the terms of that Article could not be held for want of a quorum. | ||
Directors may
appoint
Committees
|
18157.
|
The Directors may subject to the provisions of the Act delegate any of their powers to Committees consisting of Directors and/or such other person or persons as they think fit, and they may from time to time revoke and substitute such delegation. Any Committee so formed shall in the exercise of the powers so delegated, conform to any regulations that may from time to time be imposed on it by the Directors. All acts done by any such Committee in conformity with such regulations and in fulfilment of the purposes of its appointment but not otherwise, shall have the force and the effect as if done by the Board.
|
Meetings of
Committees
how to be governed
|
158.
|
The meetings and proceedings of any such Committee shall be governed by the provisions of these presents for regulating the meetings and proceedings of the Directors, so far as the same are applicable thereto and are not superseded by any regulations made by the Directors under Article 157.
|
Chairman to preside
over meetings of
Board
|
19159
|
(a)
|
All meetings of the Directors shall be presided over by the Chairman if present, but if at any meeting of Directors, the Chairman be not present, at the time appointed for holding the same, then and in that case the Managing Director shall be entitled to be the Chairman of such meeting, failing which the Board shall choose one of the Non-Rotational Directors then present to preside at the meeting.
|
Questions at Board
Meetings to be
decided
|
(b)
|
Subject to the provisions of Sections 316, 372(5) and 386 of the Act, any question arising at any meeting of the Board shall be decided by a majority of votes and in case of equality of votes, the Chairman shall have second or casting vote.
|
|
Powers to be
exercised at meeting
|
160.
|
The meeting of the Board of Directors for the time being at which quorum is present, shall be able to exercise all or any of the authorities, powers and discretion which by or under the Act or these presents are vested in or exercisable by the Board of Directors generally.
|
|
Certain powers to be
exercised by Board
at meeting only
|
161.
|
(a) |
The Board shall exercise the following powers on behalf of the Company, and it shall do so only by means of resolutions passed at its meetings:
|
18
|
The following Article 157 has been replaced by the above new Article 157 pursuant to the Order dated March 7, 2002 of the High Court of Gujarat at Ahmedabad in connection with the amalgamation of ICICI Limited, ICICI Capital Services Limited and ICICI Personal Financial Services Limited with ICICI Bank Limited
|
157.
|
Subject to the restrictions contained in Section 292 of the Act, the Board may delegate any of their powers to the Committees of the Board consisting of at least the Chairman or the Managing Director of the Company and one ICICI Director (other than Chairman or Managing Director); and the Board may from time to time revoke and discharge such Committee of the Board either wholly or in part and either as to persons or purposes, but every Committee of the Board so formed shall in the exercise of the powers so delegated conform to any regulations that may from time to time be imposed on it by the Board. All acts done by any such Committee of the Board in conformity with such regulations and in fulfilment of the purposes of its appointment but not otherwise, shall have the force and effect as if done by the Board. The quorum for a meeting of such a Committee shall be two.
|
19
|
The following Article 159(a) has been replaced by the above new Article 159(a) pursuant to the Order dated March 7, 2002 of the High Court of Gujarat at Ahmedabad in connection with the amalgamation of ICICI Limited, ICICI Capital Services Limited and ICICI Personal Financial Services Limited with ICICI Bank Limited.
|
159(a)
|
All meetings of the Directors and the Committee shall be presided over by the Chairman. If at any meeting the Chairman is not present within fifteen minutes of the time appointed for holding the same, the Directors present shall choose one of the other ICICI Directors to be Chairman of such meeting.
|
(i) | the power to make calls on shareholders in respect of money unpaid on their shares; | |||
(ii) | the power to issue debentures; | |||
(iii) | the power to borrow moneys otherwise than by debentures; | |||
(iv) | the power to invest the funds of the Company; and | |||
(v)
|
the power to make loans.
|
|||
(b) |
Provided that the Board may, by a resolution passed at a meeting, delegate to any Committee of Directors, the Managing Director, the Manager or any other principal officer of the Company or in the case of a branch office of the Company, to a principal officer of the branch office, the powers specified in clauses (iii), (iv) and (v) of sub-article (a) above to the extent and subject to the conditions specified in Section 292 of the Act.
|
|||
20[(c)...] deleted
|
||||
162. |
The Board shall not, except with the consent of the Company, in General Meeting:
|
Consent of the Company necessary for exercise of certain powers
|
||
(a)
|
Sell, lease or otherwise dispose of the whole or substantially the whole, of the undertaking of the Company or where the Company owns more than one undertaking of the whole or substantially the whole, of any such undertaking.
|
|||
(b)
|
Remit or give time for the repayment of, any debt due by a Director.
|
|||
(c)
|
Invest, otherwise than in trust securities, the amounts of compensation received by the Company in respect of the compulsory acquisition of any such undertaking as is referred to in sub-article (a) or of any premises or properties used for any such undertaking and without which it cannot be carried on or can be carried on only with difficulty or only after a considerable time.
|
|||
(d)
|
Borrow moneys where the moneys to be borrowed together with the moneys already borrowed by the Company (apart from temporary loans obtained from the Company’s bankers in the ordinary course of business) will exceed the aggregate of the paid-up capital of the Company and its free reserves, that is to say, reserves not set apart for any specific purpose or;
|
|||
(i)
|
the expression “temporary loans” means loans repayable on demand or within six months from the date of the loan or such higher term, discounting of bills and issues of other short-term loans of a seasonal nature, but does not include loans raised for the purpose of financing expenditure of capital nature; and
|
20
|
The following Article 161(c) has been deleted pursuant to the Order dated March 7, 2002 of the High Court of Gujarat at Ahmedabad in connection with the amalgamation of ICICI Limited, ICICI Capital Services Limited and ICICI Personal Financial Services Limited with ICICI Bank Limited.
|
161(c)
|
Notwithstanding anything contained in sub-article (a) above, the following matters can be considered only at a meeting of the Board of Directors or Committee of Directors of the Company at which at least one ICICI Director is present, hereinafter referred to as the “Fundamental Matters”. Resolutions on Fundamental Matters shall not be effective unless there is a favourable vote of the majority of ICICI Directors present at the meeting:
|
|
(i)
|
any decision to alter or amend or authorize additional business activities in which the Company may participate;
|
|
(ii)
|
any amendment to the Memorandum or Articles of Association of the Company or any change in the authorized or issued share capital of the Company;
|
|
(iii)
|
any merger involving the Company, any acquisition of property or asset by the Company or any significant sale of or other disposition by the Company of any property or asset, in either case, where the consequence thereof might have a material effect on the income or financial position of the Company or any liquidation, dissolution or bankruptcy of the Company.
|
|
(iv)
|
The establishment of any subsidiary, any significant sale or contribution or other disposition of property or asset to a subsidiary of the Company and the exercise by the Company of any shareholder’s voting rights for shares of any subsidiary;
|
|
(v)
|
any determination of maximum exposure limit with respect to categories of the Company’s activities;
|
|
(vi)
|
the selection and replacement of the Auditors of the Company; and
|
|
(vii)
|
any determination of broad policies regarding staffing, employment and codes of conduct.
|
(ii)
|
accepting deposits by the Company shall not be considered as the Company having borrowed moneys for the purpose of this Article.
|
|||
(e)
|
Contribute to charitable and other funds not directly relating to the business of the Company or the welfare of its employees, any amounts the aggregate of which will, in any financial year, exceed the prescribed limits.
|
|||
Acts of Board or
Committees valid
notwithstanding
defect
of appointment
|
163.
|
All acts done by any meeting of the Board or of a Committee thereof or by any person acting as a Director, shall be valid notwithstanding that it may be afterwards discovered that the appointment of any one or more of such Directors or of any person acting as aforesaid, was invalid by reason of defect or disqualification or had terminated by virtue of any provision contained in the Act or these presents. Provided that nothing in this Article shall be deemed to give validity to acts done by a Director after his appointment has been shown to the Company to be invalid or to have terminated.
|
||
Resolution by
Circular
|
164.
|
No Resolution shall be deemed to have been duly passed by the Board or by a Committee thereof by circulation, unless the Resolution has been circulated in draft, together with the necessary papers, if any, to all the Directors, or to all the Members of the Committee, then in India (not being less in number than the quorum fixed for a meeting of the Board or Committee, as the case may be) and to all other Directors or Members, at their usual address in India and has been approved by such of the Directors as are then in India or by a majority of such of them, as are entitled to vote on the Resolution.
|
||
Reconstitution of the
Board
|
165.
|
(a)
|
If the requirements as to the constitution of the Board as laid down in any of the said Acts are not fulfilled at any time, the Board shall reconstitute such Board so as to ensure that such requirements are fulfilled.
|
|
(b)
|
If, for the purpose of reconstituting the Board under sub-article (a) above, it is necessary to retire any Director or Directors, the Board shall, by lots drawn at a Board Meeting, decide which Director or Directors shall cease to hold office and such decision shall be binding on every Director.
|
|||
(c)
|
Every Director, if he is appointed under any casual or other vacancy, shall hold office until the date up to which his predecessor would have held office, if the election had not been held or, as the case may be, the appointment had not been made.
|
|||
(d)
|
No act or proceeding of the Board of Directors of the Company shall be invalid by reason only of any defect in the composition thereof or on the ground that it is subsequently discovered that any of its Members did not fulfill the
requirements of this Article.
|
|||
POWERS OF DIRECTORS
|
||||
General powers of
Company vested in
Directors
|
166.
|
(a)
|
Subject to the provisions of the said Acts, the Board of Directors shall be entitled to exercise all such powers and to do all such acts and things, as the Company is authorised to exercise and do.
Provided that the Board shall not exercise any power to do any act or thing which is directed or required, by any act or by the Memorandum or Articles of the Company or otherwise, to be exercised or done by the Company in General Meeting.
|
Provided further that in exercising any such power or doing any such act or thing, the Board shall be subject to the provisions contained in that behalf in any Act or in the Memorandum or Articles of the Company or in any regulations not inconsistent therewith and duly made thereunder including regulations made by the Company in General Meeting.
|
||||
(b)
|
No regulation made by the Company in General Meeting shall invalidate any prior act of the Board which would have been valid if that regulation had not been made.
|
|||
167.
|
Without prejudice to the general powers conferred by the last preceding Article and the other powers conferred by these presents but subject, however, to the provisions of the Act, the Memorandum and these presents it is hereby expressly declared that the Directors shall have the following powers:
|
Specific powers given to Directors | ||
(a)
|
To pay the costs, charges and expenses preliminary and incidental to the promotion, formation, establishment and registration of the Company.
|
To pay costs of incorporation
|
||
(b)
|
To have an Official Seal for use abroad.
|
Seal abroad
|
||
(c)
|
To purchase or otherwise acquire for the Company any property rights or privileges which the Company is authorised to acquire at such price and generally on such terms and conditions as they think fit.
|
Acquiring properties, rights, etc.
|
||
(d)
|
At their discretion to pay for any property or rights or privileges acquired by or services rendered to the Company, either wholly or partially in cash or in shares, bonds, debentures, debenture stock or other securities of the Company and any such shares may be issued either as fully paid-up or with such amount credited as paid-up thereon as may be agreed upon and any such bonds, debentures, debenture stock or other securities may be either specifically charged upon all or any part of the property of the Company and its uncalled capital or not so charged.
|
To pay for property
|
||
(e)
|
To insure and keep insured against loss or damage by fire or otherwise for such period and to such extent as they may think proper all or any part of the buildings, machinery, goods, stores, produce and other movable property of the Company either separately or jointly; also to insure all or any portion of the goods, produce, machinery and other articles imported or exported by the Company and to sell, assign, surrender or discontinue any policies of assurance effected in pursuance of this power.
|
To insure properties
|
||
(f)
|
To open accounts with any bank or bankers or with any company, firm or individual and to pay money into and draw money from any such account from time to time as the Directors may think fit.
|
To open bank accounts
|
||
(g)
|
To the extent permissible under the said Acts, to secure the fulfilment of any contracts or engagements entered into by the Company by mortgage or charge of all or any of the property of the Company and its uncalled capital for the time being or in such other manner as they think fit.
|
To secure contracts by mortgage
|
||
(h)
|
To attach to any shares issued as the consideration or part of the consideration for any contract with or property acquired by the Company or in payment for services rendered to the Company, such conditions as to the transfer thereof as they think fit.
|
To attach conditions
|
To accept surrender
of shares
|
(i)
|
To accept from any Member, on such terms and conditions as shall be agreed, a surrender of his shares or stock or any part thereof.
|
|
To appoint trustees
|
(j)
|
To appoint any person or persons (whether incorporated or not) to accept and hold in trust for the Company any property belonging to the Company or in which it is interested or for any other purposes and to execute and do all such acts and things as may be requisite in relation to any such trust and to provide for the remuneration of such trustee or trustees.
|
|
To institute, act,
conduct legal
proceedings
|
(k)
|
To institute, conduct, defend, compound or abandon any legal proceedings by or against the Company or its officers or otherwise concerning the affairs of the Company and also to compound and allow time for payment or satisfaction of any debt due or of any claims or demands by or against the Company.
|
|
To refer to arbitration
|
(l)
|
To refer any claim or demand by or against the Company to arbitration and observe and perform the awards.
|
|
To act in matters of bankruptcy and insolvency
|
(m)
|
To act on behalf of the Company in all matters relating to bankruptcy and insolvency.
|
|
To give receipts
|
(n)
|
To make and give receipts, releases and other discharges for moneys payable to the Company and for the claims and demands of the Company.
|
|
To determine who shall be entitled to sign on Company’s behalf
|
(o)
|
To determine from time to time who shall be entitled to sign on the Company’s behalf bills, notes, receipts, acceptances, endorsements, cheques, dividend warrants, releases, contracts and documents.
|
|
To invest moneys
|
(p)
|
To invest and deal with any of the moneys of the Company whether or not immediately required for the purposes thereof, upon such securities and in such manner as they may think fit and from time to time to vary or realise such investments.
|
|
To give security by
way of indemnity
|
(q)
|
To execute in the name and on behalf of the Company in favour of any Director or other person who may incur or be about to incur any personal liability for the benefit of the Company such mortgages of the Company’s property (present and future) as they think fit and any such mortgage may contain a power of sale and such other powers, covenants and provisions as shall be agreed on.
|
|
To give interest in
particular business
or transaction, etc.
|
(r)
|
To give to any Director, officer or other person employed by the Company an interest in any particular business or transaction or otherwise or a share in the general profits of the Company and such interest, commission or share of profits shall be treated as a part of the working expenses of the Company.
Provided that the share of general profits of the Company payable to the Directors or to the officers of the Company or such other person shall not exceed in the aggregate a sum equivalent to three per cent of the net profits of the Company as determined in accordance with the provisions of Sections 349 and 350 of the Act.
Provided, further, that this limitation or restriction on the percentage of net profits shall not be applicable to any distribution of a general bonus to employees of the Company.
|
(s)
|
To provide for the welfare of employees or ex-employees of the Company or its predecessors in business and the spouse, widow or widower, father (including stepfather), mother (including stepmother), brother (including stepbrother), sister (including stepsister), son (including stepson), daughter (including stepdaughter), son’s widow, daughter’s widower, deceased son’s children, deceased daughter’s children or the dependents of such employees or ex-employees by building or contributing to the building of houses or dwellings or by grant of money, pensions, allowances, bonus or other payments or by building or contributing to the building of houses or dwelling or by creating and from time to time subscribing or contributing to provident funds and other associations, institutions, funds or trusts and by providing or subscribing or contributing towards places of instruction and recreation, hospitals and dispensaries, medical and other attendances and to subscribe or contribute to or otherwise assist charitable, benevolent, national and/or other institutions or objects.
|
To provide for the
welfare of
employees, etc.
|
||
(t)
|
Subject to the provisions of the Act and these presents to subscribe or guarantee money for any national, charitable, benevolent, public, general or useful object or for any exhibition or to any institution, club, society or fund.
|
To subscribe to
charitable funds
|
||
(u)
|
The Directors may, before recommending any dividend, set aside out of the profits of the Company such sums as they may think proper for depreciation or to a Depreciation Fund or as reserve or to a Reserve Fund or Sinking Fund or any Special Fund to meet contingencies or to repay preference shares or debentures or for payment of dividends or for equalising dividends or for repairing, improving, extending and maintaining any part of the property of the Company or for such other purposes as the Directors may, in their absolute discretion, think conducive to the interests of the Company; and the Directors may invest the several sums so set aside or so much thereof as required to be invested upon such investments (subject to the restrictions imposed by the Act) as the Directors may think fit and from time to time deal with and vary such investments and dispose of and apply and expend all or any part thereof for the benefit of the Company, in such manner and for such purposes as the Directors (subject to such restrictions as aforesaid), in their absolute discretion, think conducive to the interests of the Company notwithstanding that the matters to which the Directors apply or upon which they expend the same, or any part thereof may be matters to or upon which the capital moneys of the Company might rightly be applied or expended; and the Directors may divide the reserve or any fund into such special funds and transfer any sum from one fund to another as the Directors may think fit and may employ the assets constituting all or any of the above funds, including the Depreciation Fund, in the business of the Company or in the purchase or repayment of preference shares or debentures and that without being bound to keep the same separate from the other assets and without being bound to pay interest on the same, with power, however, to the Directors, at their discretion, to pay or allow to the credit of such fund interest at such rate as the Directors may think proper, not exceeding five per cent per annum.
|
To establish revenue
fund
|
||
(v)
|
To appoint and, at their discretion, remove or suspend such committee or committees of experts, technicians or advisers or such manager(s), officer(s), clerk(s), employee(s) and agent(s) for permanent, temporary or special services as they may from time to time think fit and to determine their powers and duties and fix their salaries and emoluments and require security in such
|
To appoint officers,
etc.
|
instances and to such amounts as they may think fit and also without prejudice as aforesaid from time to time to provide for the management and transaction of the affairs of the Company in any specified locality in India and the provisions contained in sub-articles (y) and (z) of this Article following shall be without prejudice to the general powers conferred by this sub-article.
|
||||
To ensure compliance
of local laws
|
(w) |
To comply with the requirements of any local law which, in their opinion, it shall, in the interest of the Company, be necessary or expedient to comply with.
|
||
To establish Local
Boards
|
(x) |
From time to time and at any time to establish any Local Board for managing any of the affairs of the Company in any specified locality in India or elsewhere and to appoint any persons to be members of any Local Boards and to fix their remuneration. And from time to time and at any time, but subject to the provisions of Section 292 of the Act and these presents to delegate to any person so appointed any of the powers, authorities and discretions for the time being vested in the Directors and to authorise the members for the time being of any such Local Board or any of them to fill up any vacancies therein and to act notwithstanding vacancies and any such appointment or delegation may be made on such terms and subject to such conditions as the Directors may think fit and the Directors may at any time remove any person so appointed and may annul or vary any such delegation. Any such delegate may be authorised by the directors to subdelegate all or any of the powers, authorities and discretions, for the time being, vested in them.
|
||
To appoint attorneys
|
(y) |
At any time and from time to time but subject to the provisions of Section 292 of the Act and these presents by Power of Attorney to appoint any person or persons to be the attorney or attorneys of the Company for such purposes and with such powers, authorities and discretions (not exceeding those vested in or exercisable by the Directors under these presents) and for such period and subject to such conditions as the Directors may from time to time think fit and any such appointment (if the Directors think fit) may be made in favour of the members or any of the members of any Local Board established as aforesaid or in favour of any company or the Members, Directors, nominees or managers of any company or firm or otherwise in favour of any fluctuating body or any persons whatsoever whether nominated directly or indirectly by the Directors and any such Power of Attorney may contain such powers for the protection or convenience of persons dealing with such attorneys as the Directors may think fit.
|
||
Delegation of
powers
|
(z) |
Subject to the provisions of the Act and these presents, to delegate the powers, authorities and discretions vested in the Directors to any person, firm, company or fluctuating body of persons as aforesaid.
|
||
Sub-delegation of
powers
|
(aa) |
Any such delegate or attorney as aforesaid may be authorised by the Directors to subdelegate all or any of the powers, authorities and discretions for the time being vested in him.
|
||
To enter into contracts
|
(ab) |
Subject to the provisions of the Act, to enter into all such negotiations and contracts and rescind and vary all such contracts and execute and do all such acts, deeds and things in the name and on behalf of the Company as they may consider expedient for or in relation to any of the matters aforesaid or otherwise for the purposes of the Company.
|
(ac) |
Subject to the provisions of the Act, to give in the name and on behalf of the Company such indemnities and guarantees as may be necessary.
|
||||
(ad) |
From time to time to make, vary and repeal any by-law, regulations and other rules, guidelines or instructions for regulating the business of the Company, its officials, the employees and other persons having dealings with the Company.
|
||||
168.
|
The Directors shall comply with the provisions of Sections 159, 295, 297, 299, 303, 305, 307 and 308 of the Act.
|
Provisions of the Act to be complied with by Directors
|
|||
MINUTES
|
|||||
169.
|
The Company shall cause Minutes of all proceedings of every meeting of the Board of Directors and all Committees of the Board to be duly entered in a book or books for that purpose maintained in such form and manner as may be permitted in law from time to time, including but not limited to loose leaf volumes. The Minutes shall contain:
|
Minutes of
proceedings of the
Board of Directors
and the Committees
|
(i)
|
a fair and correct summary of the proceedings at the Meeting;
|
|||
(ii)
|
the names of the Directors present at the meeting of the Board of Directors or of any Committee of the Board;
|
|||
(iii)
|
all decisions taken by the Board and Committee of the Board and all appointments of officers and Committee of Directors;
|
|||
(iv)
|
all resolutions and proceedings of meetings of the Board and the Committees of the Board; and
|
|||
(v)
|
in the case of each resolution passed at a meeting of the Board or Committee of the Board, the names of the Directors, if any, dissenting from or not concurring in the Resolution.
|
|||
170.
|
Any Minutes of any meeting of the Board or of any Committee of the Board, shall be signed by the Chairman of such meeting or by the Chairman of the next succeeding meeting and such Minutes shall for all purposes whatsoever be prima facie evidence of the actual passing of the resolutions recorded and the actual and regular transaction or occurrence of the proceedings so recorded and of the regularity of the meeting at which the same shall appear to have taken place.
|
By whom Minutes to
be signed and the
effect thereof
|
||
THE SEAL
|
||||
171.
|
(a)
|
The Directors shall provide a Common Seal for the purpose of the Company and shall have power from time to time to destroy the same and substitute a new Seal in lieu thereof and the Directors shall provide for the safe custody of the Seal.
|
The Seal, its custody
and use
|
|
(b)
|
The Seal of the Company shall not be affixed to any instrument except by the authority of a resolution of the Board or of a Committee of the Board authorised by it in that behalf and except in the presence of at least one Director and the Secretary or such other person as the Board may appoint for the purpose and the said Director and the Secretary or such other person as aforesaid shall sign every instrument to which the Seal of the Company is so affixed in their presence.
|
ESTABLISHMENT OF RESERVE FUND
|
|||||
Reserve Funds
|
172.
|
The Company shall create a Reserve Fund and shall, out of the balance of profit of each year as disclosed in the Profit and Loss Account and before any dividend is declared, transfer to the Reserve Fund equivalent to not less than 20 per cent of such profit or such other percentage as may be notified by any Regulatory Agency.
|
|||
DIVIDENDS
|
|||||
Division of profit
|
173.
|
The profits of the Company, subject to the provisions of the Act, the Memorandum and these presents, shall be divisible among the Members in proportion to the amount of capital paid-up on the shares held by them, respectively.
|
|||
Capital paid up in advance at interest not to earn dividend
|
174.
|
Where capital is paid up in advance of calls upon the footing that the same shall carry interest such capital shall not, whilst carrying interest, confer a right to dividend or to participate in profits.
|
|||
Dividends in proportion to amount paid up
|
175.
|
The Company may pay dividends in proportion to the amount paid up or credited as paid up on each share where a larger amount is paid up or credited as paid up on some shares than on others.
|
|||
Declaration of dividend and writing off capitalised expenses
|
176.
|
(a)
|
The Company, before declaring any dividend on its shares for each year, shall transfer to Reserve Fund an amount specified in these presents and required by or under any directions issued under the said Acts and shall also completely write off all its capitalised expenses (including preliminary expenses, share selling commission, brokerage, amount of losses incurred and any other item of expenditure not represented by tangible assets).
|
||
Power to declare dividend without writing off
|
(b)
|
Provided, however, that the Company may pay dividends on its shares without writing off:
|
|||
(i)
|
the depreciation, if any, in the values of its investments in approved securities in any case where such depreciation has not actually been capitalised or otherwise accounted for as a loss;
|
||||
(ii)
|
the depreciation, if any, in the value of its investments in shares, debentures or bonds (other than approved securities) in any case where adequate provision for such depreciation has been made to the satisfaction of the Company; and
|
||||
(iii)
|
the bad debts, if any, in any case where adequate provision for such debts has been made to the satisfaction of the Auditors of the Company.
|
||||
The Company in General Meeting may declare a dividend
|
177.
|
The Company in General Meeting may, subject to the provisions of the said Acts, declare a dividend to be paid to the Members according to their respective rights and interests in the profits and may fix the time for payment.
|
|||
No larger dividend than recommended by Directors, etc.
|
178.
|
No larger dividend shall be declared than is recommended by the Directors but the Company in General Meeting may declare a smaller dividend. Subject to the provisions of Section 205 of the Act, no dividend shall be payable except out of the profits of the year or any other undistributed profits. The declaration of the Directors as to the amount of the net profits of the Company shall be conclusive.
|
179.
|
Subject to the provisions of the said Acts and these presents, the Directors may from time to time pay to the Members such interim dividends as in their judgement the position of the Company justifies. Such interim dividend may be declared at any time and shall be set off against the final dividend for the relevant period.
|
Interim dividend
|
||
180.
|
Subject to the provisions of the said Acts, the Directors may retain the dividends payable in respect of which any person is, under the Transmission Clause, entitled to become a Member or which any person under that Clause is entitled to transfer until such person shall become a Member in respect of such shares or shall duly transfer the same.
|
Retention of dividends
|
||
181.
|
Subject to the provisions of the said Acts, no Member shall be entitled to receive payment of any interest or dividend in respect of his share or shares whilst any money may be due or owing from him to the Company in respect of such share or shares or otherwise howsoever either alone or jointly with any other person or persons and the Directors may deduct from the interest or dividend payable to any Member all sums of money so due from him to the Company.
|
No Member to receive dividend whilst indebted to the Company and Company’s right of reimbursement thereof
|
||
182.
|
Where any instrument of transfer of shares has been delivered to the Company for registration and the transfer of such shares has not been registered by the Company, it shall, notwithstanding anything contained in any other provision of the Act:
|
Transfer of shares must be registered
|
||
(a)
|
Transfer the dividend in relation to such shares to the special account referred to in Section 205A of the Act unless the Company is authorised by the registered holder of such shares in writing to pay such dividend to the transferee specified in such instrument of transfer; and
|
|||
(b)
|
Keep in abeyance in relation to such shares any offer of rights shares under clause (a) of sub-section (1) of Section 81 and any issue of fully paid-up bonus shares in pursuance of sub-section (3) of Section 205 of the Act.
|
|||
183.
|
Unless otherwise directed, any dividend may be paid by cheque or warrant sent through the post to the registered address of the Member or person entitled thereto or, in case of joint-holders, to that one of them first named in the Register in respect of the jointholding. Every such cheque shall be made payable to the order of the person to whom it is sent. The Company shall not be liable or responsible for any cheque or warrant lost in transmission or for any dividend lost by the Member or person entitled thereto by the forged endorsement of any cheque or warrant or the fraudulent or improper recovery thereof by any other means.
|
Dividends how remitted
|
184. |
(a)
|
Subject to the provisions of Section 205A of the Act, if the Company has declared a dividend but which has not been paid or claimed within 42 days from the date of declaration to any shareholder entitled to the payment of the dividend, the Company shall, within seven days from the date of expiry of the said period of 42 days, transfer the total amount of dividend which remains unpaid or unclaimed within the said period of 42 days to a special account in that behalf in any scheduled bank called the “Unpaid Dividend Account of ICICI Bank Limited.”
|
Unclaimed dividends
|
|
(b)
|
Any money transferred to the Unpaid Dividend Account of the Company which remains unpaid or unclaimed for a period of three years from the date of such transfer, shall be transferred by the Company to the general revenue account of the Central Government. A claim to any money so transferred to
|
the general revenue account may be preferred to the Central Government by the shareholders to whom the money is due. No unclaimed dividend shall be forfeited till the claim thereto becomes barred by law. | |||
Dividend and call
together
|
185. | Any General Meeting declaring a dividend may make a call on the Members in respect of moneys unpaid on shares for such amount as the meeting fixes but so that the call on each Member shall not exceed the dividend payable to him and so that the call be made payable at the same time as the dividend and the dividend may, if so arranged between the Company and the Members, be set off against the call. | |
Special provision in
reference to
dividend
|
186. |
No dividend shall be payable except in cash. Provided that nothing in this Article shall be deemed to prohibit the capitalisation of profits or reserves of the Company for the purpose of issuing fully paid-up bonus shares or paying up any amount for the time being unpaid on any shares held by the Members of the Company.
|
|
CAPITALISATION
|
|||
Capitalisation
|
187. |
Any General Meeting may resolve that any moneys, investments or other assets forming part of the undivided profits standing to the credit of the reserve or Reserve Fund or any other fund of the Company or in the hands of the Company and available for dividend or representing premiums received on the issue of shares and standing to the credit of the share premium account be capitalised-
|
(i)
|
by the issue and distribution as fully paid-up shares, debentures, debenture stock, bonds or other obligations of the Company; or
|
|||
(ii)
|
by crediting shares of the Company which may have been issued to and are not fully paid up, with the whole or any part of the sum remaining unpaid thereon.
|
Such issue and distribution under (i) above and such payment to the credit of unpaid share capital under (ii) above shall be made to, among and in favour of the Members or any class of them or any of them entitled thereto and in accordance with their respective rights and interest and in proportion to the amount of capital paid-up on the shares held by them, respectively, in respect of which such distribution under (i) or payment under (ii) above shall be made on the footing that such Members become entitled thereto as capital. The Directors shall give effect to any such resolution and apply such portion of the profits or reserve or Reserve Fund or any other fund on account as aforesaid as may be required for the purpose of making payment in full for the shares, debentures or debenture stock, bonds or other obligations of the Company so distributed under (i) above or (as the case may be) for the purpose of paying, in whole or in part, the amount remaining unpaid on the shares which may have been issued and are not fully paid up under (ii) above.
Provided that no such distribution or payment shall be made unless recommended by the Directors and, if so recommended, such distribution and payment shall be accepted by such Members as aforesaid in full satisfaction of their interest in the said capitalised sum.
For the purpose of giving effect to any such resolution, the Directors may settle any difficulty which may arise in regard to the distribution or payment as aforesaid as they think expedient and, in particular, they may issue fractional certificates and
|
may fix the value for distribution of any specific assets and may determine that cash payments be made to any Members on the footing of the value so fixed and may vest any such cash, shares, debentures, debenture stock, bonds or other obligations in trustees upon such trusts for the persons entitled thereto as may seem expedient to the Directors and generally may make such arrangements for the acceptance, allotment and sale of such shares, debentures, debenture stock, bonds or other obligations and fractional certificates or otherwise as they may think fit. Subject to the provisions of the Act and these presents, in cases where some of the shares of the Company are fully paid and others are partly paid, only such capitalisation may be effected by the distribution of further shares in respect of the fully paid shares and by crediting the partly paid shares with the whole or part of the unpaid liability thereon but so that as between the holders of the fully paid shares and the partly paid shares the sums so applied in the payment of such further shares and in the extinguishment or diminution of the liability on the partly paid shares shall be so applied pro rata in proportion to the amount then already paid or credited as paid on the existing fully paid and partly paid shares, respectively. When deemed requisite a proper contract shall be filed in accordance with the Act and the Board may appoint any person to sign such contract on behalf of the holders of the shares of the Company which shall have been issued prior to such capitalisation and such appointment shall be effective. | ||||
ACCOUNTS | ||||
188.
|
(a)
|
The Directors shall cause true accounts to be kept of:
|
Accounts
|
(i)
|
all sums of money received and expended by the Company and the matters in respect of which such receipt and expenditure take place;
|
||||
(ii)
|
all sales and purchases of goods by the Company; and
|
||||
(iii)
|
the assets, credits and liabilities of the Company and generally of all its commercial, financial and other affairs, transactions and engagements and of all other matters, necessary for showing the true financial state and condition of the Company and the accounts shall be kept in English in such manner as the Directors may deem fit; and the books of accounts shall be kept at the Office and/or at such other place or places in India as the Directors think fit and shall be open to inspection by any of the Directors and such other persons authorised under the Act during business hours.
|
(b)
|
If the Company shall have a branch office, whether in or outside India, proper books of account relating to the transactions effected at the office shall be kept at that office and proper summarised returns, made up-to-date at intervals of not more than three months, shall be sent by the branch office to the Company at its Registered Office or other place in India as the Board thinks fit, where the main books of the Company are kept.
|
|||
189.
|
Once at least in every calendar year the Directors shall lay before the Company in Annual General Meeting a Profit and Loss Account for financial year of the Company immediately preceding the financial year in which such meeting is held and a Balance Sheet containing a summary of the assets and liabilities of the Company made up as at the end of the last working day of that financial year or in case where an extension of time has been granted for holding the meeting up to such extended time and every such Balance Sheet, shall as required by Section 217 of the Act, be
|
Furnishing of statement of accounts and reports
|
accompanied by a report (to be attached thereto) of the Directors as to the state and condition of the Company and as to the amount (if any) which they recommend to be paid out of the profits by way of dividend and the amount (if any) set aside by them for the Reserve Fund, general reserve or Reserve Account shown specifically in the Balance Sheet or to be shown specifically in a subsequent Balance Sheet.
|
|||
Form and contents of Balance Sheet and Profit and Loss Account
|
190.
|
Every Balance Sheet and Profit and Loss Account of the Company shall give a true and fair view of the state of affairs of the Company or its branch office and shall, subject to the provisions of Section 211 of the Act and to the extent they are not inconsistent with the Act, be in the forms set out in the Third Schedule of the Banking Act or as near thereto as circumstances admit.
|
|
Authentication of Balance Sheet and other documents - copies thereof to be sent to Members
|
191.
|
The Balance Sheet and the Profit and Loss Account shall be signed by at least three Directors, one of whom shall be a Managing Director or when only one Director is for the time being in India, by such Director and by the Manager or Secretary. The Balance Sheet and the Profit and Loss Account shall be approved by the Board of Directors before they are signed on behalf of the Board in accordance with provisions of this Article and before they are submitted to the Auditors for their Report thereon. The Auditors’ Report shall be attached to the Balance Sheet and the Profit and Loss Account or there shall be inserted at the foot of the Balance Sheet and the Profit and Loss Account a reference to the Report. A copy of such Balance Sheet and the Profit and Loss Account so audited together with a copy of the Auditors’ Report and every other document required by law to be annexed or attached to the Balance Sheet shall not less than 21 days before the meeting at which the same are to be laid before the Members of the Company, be subject to the provisions of Section 219 of the Act, sent to every trustee for the holders of any debenture and to all persons other than such Members or Trustees, being so entitled.
|
|
Copies of Balance Sheet, Profit and Loss Account and Auditors’ Report shall be filed with the Registrar
|
192.
|
After the Balance Sheet and Profit and Loss Account have been laid before the Company at a General Meeting, three copies thereof signed by the Managing Director, the Manager or Secretary or if there be none of these by a Director of the Company shall be filed with the Registrar together with the requisite returns in accordance with the requirements of Sections 159 and 161 of the Act.
|
|
AUDIT
|
|||
Accounts to be audited
|
193.
|
At least once in every year, the accounts of the Company shall be balanced and audited and the correctness of the Profit and Loss Account and Balance Sheet ascertained by one or more Auditor or Auditors to be appointed as required by the said Acts.
|
|
Appointment and qualification of Auditors
|
194.
|
The Company, at each Annual General Meeting, shall appoint an Auditor or Auditors to hold office from the conclusion of that meeting until the conclusion of the next Annual General Meeting. The appointment and the removal of Auditors and the person who may be appointed as Auditors shall be as provided in Sections 224, 224A, 225 and 226 of the Act and the relevant provisions of the Banking Regulation Act, 1949.
|
|
Branch audit
|
195.
|
The audit of the branch office, if any, of the Company shall be by and in the manner provided by Section 228 of the Act.
|
|
Remuneration of Auditors
|
196.
|
The remuneration of the Auditors of the Company shall be fixed by the Company in General Meeting or by the Board of Directors, if so authorised by the Company in
|
General Meeting except that the remuneration of any Auditors appointed to fill any casual vacancy, may be fixed by the Directors and where his appointment has been made by the Central Government, pursuant to Article 194, may be fixed by the Central Government.
|
||||
197.
|
Every Auditor of the Company shall have a right of access at all times to the books and accounts and vouchers of the Company and shall be entitled to require from the Directors and officers of the Company such information and explanations as may be necessary for the performance of the duties of the Auditors and the Auditors shall make a Report to the shareholders on the accounts examined by them and on every Balance Sheet and Profit and Loss Account and every other document declared by the Act to be part of or annexed to the Balance Sheet or Profit and Loss Account which are laid before the Company in General Meeting during their tenure of office and the Report shall state whether in their opinion and to the best of their information and according to the explanations given to them the said accounts give the information required by the said Acts in the manner so required and give a true and fair view :
|
Auditors: their Report,
powers and duties
|
(a)
|
in the case of the Balance Sheet, of the state of the Company’s affairs as at the end of its financial year, and
|
|||
(b)
|
in the case of the Profit and Loss Account, of the profit or loss for financial year. The Auditors’ Report shall also state:
|
(i)
|
Whether they had obtained all the information and explanations which to the best of their knowledge and belief were necessary for the purpose of their audit;
|
||||
(ii)
|
Whether, in their opinion, proper books of accounts as required by law have been kept by the Company so far as it appears from the examination of those books and proper returns adequate for the purpose of their audit have been received from the branches not visited by them; and
|
||||
(iii)
|
Whether the Company’s Balance Sheet and Profit and Loss Account dealt with by the Report are in agreement with the books of accounts and returns.
Where any of the matters referred to in items (i) and (ii) aforesaid are answered in the negative or with a qualification, the Auditors’ Report shall state the reason for the same. The Auditors’ Report shall be attached to the Balance Sheet and Profit and Loss Account or set out at the foot thereof and such Report shall be read before the Company in General Meeting and shall be open to inspection by any member of the Company.
|
198.
|
All notices of and other communications relating to any General Meeting of a Company which any Member of the Company is entitled to have sent to him shall also be forwarded to the Auditors of the Company; and the Auditors shall be entitled to attend any General Meeting and to be heard at any General Meeting which they attend on any part of the business which concerns them as Auditors.
|
Auditors’ right to
attend meetings
|
||
199.
|
In addition to the matter which under the preceding Article the Auditor is required to state in his Report, he shall also state in his Report:
|
|
(i)
|
whether or not the information and explanations required by him have been found to be satisfactory;
|
|||
(ii)
|
whether or not the transactions of the Company which have come to his notice have been within the powers of the Company;
|
|||
(iii)
|
whether or not the returns received from branch offices of the Company have been found adequate for the purposes of his audit;
|
|||
(iv)
|
whether the Profit and Loss Account shows a true balance (profit or loss) for the period covered by such accounts;
|
|||
(v)
|
any other matter which he considers should be brought to the notice of the shareholders of the Company.
|
|||
Reasons for qualifications
in the Auditors’ Report
|
200.
|
Where any of the matters referred to in the Act hereof is answered in the negative or with a qualification, the Auditors’ Report shall state the reason for the answer.
|
||
No qualifying remark
in Auditors’ Report
for nondisclosure of
certain information
|
201.
|
The accounts of the Company shall not be deemed as not having been and the Auditors’ Report shall not state that those accounts have not been properly drawn up on the ground merely that the Company has not disclosed certain matters if: | ||
(i)
|
those matters are such as the Company is not required to disclose by virtue of any provisions contained in the said Acts; and
|
|||
(ii)
|
those provisions are specified in the Balance Sheet and Profit and Loss Account of the Company.
|
|||
Accounts when
audited and approved
to be conclusive
except as to errors
discovered within
three months
|
202.
|
Every account, when audited and approved by a General Meeting, shall be conclusive except as regards any error discovered therein within three months after the approval thereof. Whenever any such error is discovered within that period, the account shall forthwith be corrected and henceforth shall be conclusive.
|
||
NOTICES | ||||
Notice
|
203.
|
(a)
|
A notice (which expression for the purposes of these presents shall be deemed to include and shall include any summon, notice, process, order, judgement or any other document in relation to or in the winding up of the Company) may be given by the Company to any Member either personally or by sending it by post to him to his registered address or if he has no registered address in India to the address, if any, within India supplied by him to the Company for the giving of notices to him.
|
|
(b)
|
Where a notice is sent by post, the service of such notice shall be deemed to be effected by properly addressing, pre-paying and posting a letter containing the notice.
Provided that where a Member has intimated to the Company in advance that documents should be sent to him under a certificate of posting or by registered post with or without acknowledgement due and has deposited with the Company a sum sufficient to defray the expenses of doing so, service of the document or notice shall not be deemed to be effected unless it is sent in the manner intimated by the Member.
|
204.
|
If a Member has no registered address in India and has not supplied to the Company an address within India for the giving of notices to him a notice advertised in a newspaper circulating in the neighbourhood of the Registered Office shall be deemed to be duly given to him on the day on which the advertisement appears.
|
Notice on Members having no registered address
|
||
205.
|
A notice may be given by the Company to the persons entitled to a share in consequence of the death or insolvency of a Member by sending it through the post in a pre-paid letter addressed to them by name or by the title of representatives of the deceased or assignee of the insolvent or by any like description at the address (if any) in India supplied for the purpose by the persons claiming to be so entitled or (until such an address has been so supplied) by giving the notice in any manner in which the same might have been given if the death or insolvency had not occurred.
|
Notice on persons acquiring shares on death or insolvency of Members
|
||
206.
|
Subject to the provisions of the Act and these presents, notice of every General Meeting shall be given in any manner hereinbefore authorised to:
|
Persons entitled to notice of General Meeting
|
||
(i)
|
every Member of the Company;
|
|||
(ii)
|
every person entitled to a share in consequence of the death or insolvency of a Member who, but for his death or insolvency, would be entitled to receive notice of the Meeting; and
|
|||
(iii)
|
the Auditor or Auditors of the Company.
|
|||
207.
|
Any notice to be given by the Company shall be signed by the Secretary or by such Director or officer as the Directors may appoint. Such signature may be written, printed or lithographed.
|
Notice by Company and signature thereto
|
||
208.
|
Every person who, by operation of law, transfer or other means whatsoever, shall become entitled to any share, shall be bound by every notice in respect of such share, which previously to his name and address and title to the share being notified to the Company, shall have been duly given to the person from whom he derives his title to such share.
|
Transferee, etc., bound by prior notices
|
||
209.
|
Subject to the provisions of the Act and these presents, any notice given in pursuance of these presents or document delivered or sent by post to or left at the registered address of any Member or at the address given by him in pursuance of these presents shall notwithstanding such Member be then deceased and whether or not the Company have notice of his decease, be deemed to have been duly served in respect of any registered share, whether held solely or jointly with other persons by such Member until some other person be registered in his stead as the holder or the joint-holder thereof and such service shall, for all purposes of these presents, be deemed sufficient service of such notice or document on his or her heirs, executors or administrators and all persons, if any, jointly interested with him or her in any such share.
|
Notice valid though Member deceased
|
||
WINDING UP
|
||||
210.
|
For winding up of the Company, the provisions contained in the Banking Act will apply and the provisions of the Act will also apply to the extent to which they are not varied or inconsistent with the Banking Act.
|
Winding up
|
||
211.
|
If the Company shall be wound up and the assets available for distribution among the Members as such shall be insufficient to repay the whole of the paid-up capital,
|
Distribution in specie or kind
|
such assets shall be distributed so that, as nearly as may be, the losses shall be borne by the Members in proportion to the capital paid up, or which ought to have been paid up, at the commencement of the winding up, on the shares held by them, respectively. And if in a winding up, the assets available for distribution among the Members shall be more than sufficient to repay the whole of the capital paid up at the commencement of the winding up, the excess shall be distributed amongst the Members in proportion to the capital, at the commencement of the winding up, paid up or which ought to have been paid up on the shares held by them, respectively. But this Article is to be without prejudice to the rights of the holders of shares issued upon special terms and conditions.
|
||||
Distribution of assets
|
212.
|
(a)
|
If the Company shall be wound up whether voluntarily or otherwise, the liquidators may, with the sanction of a Special Resolution and any other sanction required by the Act, divide amongst the contributories in specie or kind, the whole or any part of the assets of the Company and may, with like sanction, vest the whole or any part of the assets of the Company in trustees upon such trusts for the benefit of the contributories or any of them, as the liquidators with the like sanction shall think fit.
|
|
(b)
|
If thought expedient any such distribution may subject to the provisions of the Act, the Memorandum and these presents, be otherwise than in accordance with the legal rights of the contributories and in particular any class may be given preference or special rights or may be excluded altogether or in part but in case any distribution otherwise than in accordance with the legal rights of the contributories shall be determined on, any contributory who would be prejudiced thereby shall have a right to dissent and ancillary rights as if such determination were a Special Resolution passed pursuant to Section 494 of the Act.
|
|||
(c)
|
In case any share to be divided as aforesaid involve a liability to calls or otherwise any person entitled under such division to any of the said share may within 10 days after the passing of the Special Resolution by notice in writing direct the liquidators to sell his portion and pay him the net proceeds and the liquidators shall, if practicable, act accordingly.
|
|||
Right of shareholders
in case of sale
|
213.
|
A Special Resolution sanctioning a sale to any other company duly passed pursuant to Section 494 of the Act may, in like manner, as aforesaid determine that any shares or other consideration receivable by the liquidators be distributed amongst the Members otherwise than in accordance with their existing rights and any such determination shall be binding upon all the Members subject to the rights of dissent and consequential rights conferred by the said Section.
|
||
SECRECY CLAUSE
|
||||
Secrecy clause
|
214.
|
No Member shall be entitled to require discovery of or any information respecting any detail of the Company’s trading or any matter which may be in the nature of a trade secret, mystery of trade or secret process which may relate to the conduct of the business of the Company and which, in the opinion of the Directors, will be inexpedient in the interest of the Company to communicate the same.
|
||
INDEMNITY AND RESPONSIBILITY
|
||||
Directors’ and others’
right to indemnity
|
215.
|
(a)
|
Subject to the provisions of Section 201 of the Act, every Director of the Company, officer (whether Managing Director, Manager, Secretary or other
|
officer) or employee or any person employed by the Company as Auditor shall be indemnified by the Company against and it shall be the duty of the Directors out of the funds of the Company to pay all costs, losses and expenses (including travelling expenses) which any such Director, officer, other employee or Auditor may incur or become liable to by reason of any contract entered into or act or deed done by him as such Director, officer, other employee or Auditor or in any way in the discharge of his duties.
|
|||
(b)
|
Subject as aforesaid every Director, officer, other employee or Auditor of the Company shall be indemnified against any liability incurred by him in defending any proceedings whether civil or criminal, in which judgement is given in his favour or in which he is acquitted or discharged in connection with any application under Section 633 of the Act in which relief is granted to him by the court.
|
Sr.
No.
|
Name of the Subscriber
and Signature
|
Address & Occupation
of each Subscriber
|
No. of Shares
taken by each
Subscriber
|
Witness
|
1.
2.
3.
4.
5.
6.
7.
|
Narayanan Vaghul
S/o. V. Narayanan
Sd/-
Chairman
ICICI
Parampally Vasudeva Maiya
S/o. P. Ganapayya Maiya
Sd/-
Executive Director
SCICI
Lalita Dileep Gupte
W/o. Dileep Gupte
Sd/-
Chief General Manager
ICICI
Girish Sumanlal Mehta
S/o. Sumanlal Mehta
Sd/-
Company Secretary
ICICI
Shashikant Harilal Bhojani
S/o. Harilal Bhojani
Sd/-
Corporate Legal Advisor
ICICI
Sethumadhava Rao Ragothaman
S/o. K. Sethumadhava Rao
Sd/-
Deputy General Manager
ICICI
Kalpana Morparia
W/o. Jaisingh Morparia
Sd/-
Assistant General Manager
ICICI
|
1301, Radhika
Off Sayani Road
Prabhadevi
Mumbai 400 025
Banker
Flat No. 172-B
Jolly Maker Apartments I
Cuffe Parade
Mumbai 400 005
Bank Executive
153-C, Mhaskar Building
Opp. Ruia Building
Sir Balachander Road
Matunga
Mumbai 400 019
Company Executive
A-6, ICICI Apartments
P. Balu Marg
Prabhadevi
Mumbai 400 025
Company Executive
A-73, Ocean Gold
Twin Tower Lane
Prabhadevi
Mumbai 400 025
Company Executive
C-22, ICICI Apartments
P. Balu Marg
Prabhadevi
Mumbai 400 025
Company Executive
A-13, Ocean Gold
Twin Tower Lane
Prabhadevi
Mumbai 400 025
Company Officer
Total number of shares taken:
|
100
(One Hundred)
100
(One Hundred)
100
(One Hundred)
100
(One Hundred)
100
(One Hundred)
100
(One Hundred)
100
(One Hundred)
700
(Seven Hundred
Equity Shares)
|
62.
|
To open, establish, maintain and operate currency chests and small coin depots on such terms and conditions as may be required by the Reserve Bank of India established under the Reserve Bank of India Act, 1934 and enter into all administrative or other arrangements for undertaking such functions with the Reserve Bank of India.
|
5(a).
|
The authorised capital of the Company is Rs. 1900,00,00,000 divided into 155,00,00,000 equity shares of Rs. 10/- each and 350 preference shares of Rs. 1 crore each.
|
Extract from Clause V at present
|
With the proposed amendment
|
The authorized capital of the Company shall be Rs.2,250,00,00,000 divided into 1,90,00,00,000 shares of Rs.10/- each and 350 shares of Rs.1 crore each ......
|
The authorized capital of the Company shall be Rs.1900,00,00,000 divided into 155,00,00,000 shares of Rs.10/-each and 350 shares of Rs.1 crore each ......
|
Present Article
|
Proposed Article
|
“5(a) The Authorized Share Capital of the Company is Rs.2,250,00,00,000 divided into 1,90,00,00,000 equity shares of Rs.10/- each and 350 preference shares of Rs.1 crore each”.
|
“5(a) The Authorized Share Capital of the Company is Rs.1,900,00,00,000 divided into 1,55,00,00,000 equity shares of Rs.10/- each and 350 preference shares of Rs.1 crore each”.
|
|
7A.
|
To securitise, purchase, acquire, invest in, transfer, sell, dispose of or trade in any financial asset whatsoever, receivables, debts, whether unsecured or secured by mortgage of immoveables or charge on movables or otherwise, securitised debts, asset or mortgaged backed securities or mortgage backed securitised debts and to manage, service or collect the same and to appoint managing, servicing or collection agent therefor and to Issue certificates or other instruments in respect thereof to public or private investors and to guarantee and insure the due payment, fulfillment and performance of obligations in respect thereof or in connection therewith and to promote, establish, undertake, organise, manage, hold or dispose of any special purpose entity, body corporate or vehicle for carrying on all or any such activities.
|
|
(b)
|
By deleting Clause III(A)(18) and replacing it with the following:
|
|
18. i)
|
To provide credit, charge, debit, saving, investment or other facilities to any person or persons (whether individuals, firms, companies, bodies, corporate or other entities), whether in the private or public sector by issuance of credit, charge, debit, stored value, prepaid, smart or other cards whether private label, co-branded, affinity or otherwise and to provide fee based services to merchant and card members or cardholders.
|
|
ii)
|
To establish and maintain card acceptance network (including physical, electronic, computer or automated machines network) and to engage in merchant acquisition or location management.
|
|
(c)
|
By inserting the following Clauses after Clause III(A)(20) as Object Clause Nos. 20A, 20B, 20C, 20D, 20E, 20F, 20G, 20H, 201, 20J, 20K:
|
20A.
|
To carry on the business of assisting industrial, infrastructure and commercial enterprises :
|
|
i)
|
assisting in the creation, expansion and modernisation of such enterprises;
|
|
ii)
|
encouraging and promoting the participation of capital, both internal and external in such enterprises;
|
|
and in particular by
|
|
i)
|
providing finance in the form of long, medium or short term loans or equity participations;
|
|
ii)
|
sponsoring and underwriting new issues of shares and securities;
|
|
iii)
|
guaranteeing loans from other investment sources;
|
|
iv)
|
making funds available for re-investment by revolving investments as rapidly as prudent;
|
|
v)
|
performing and undertaking activities pertaining to leasing, giving on hire or hire-purchase, warehousing, bill marketing, factoring and related fields;
|
20B.
|
To lend money, with or without interest, (with or without security) for any maturity, in any form whatsoever including by way of loans, advances, instalment credit, trade finance, hire or otherwise to any person or persons (whether individuals, firms, companies, bodies corporate, Government, State, Sovereign, public body or authority, supreme, local or otherwise or other entities), whether in the private or public sector, for any purpose whatsoever, including agriculture, industry, infrastructure, export-import, housing, consumer or others.
|
20C.
|
To lend money, with or without interest, (with or without security) for any maturity, in any form whatsoever, to any person or persons (whether individuals, firms, companies, bodies corporate, Government, State, Sovereign, public body or authority, supreme, local or otherwise or other entities), whether in the private or public sector, to purchase or acquire any freehold or leasehold lands, estate or interest in or to take demise for any term or terms of years of any land or property or to construct, erect, purchase, extend, alter, renovate, develop or repair any house or building or any form of real estate or any part or portion thereof.
|
20D.
|
To provide financial assistance to any person or persons (whether individuals, firms, companies, bodies corporate, Government, State, Sovereign, public body or authority, supreme, local or otherwise or other entities), whether in the private or public sector for any purpose whatsoever by means of leasing, giving on hire or hirepurchase, lending, selling, reselling, or otherwise disposing of all forms of immoveable and moveable properties and assets of any kind, nature or use, whatsoever and for the purpose, purchasing or otherwise acquiring dominion over the same, whether new or used.
|
20E.
|
To issue, subscribe to, acquire, purchase, sell, dispose of, deal or trade in derivative financial instruments including futures, forwards, options, swaps, caps, collars, floors, swap options, bond options or other derivative instruments whether traded on any market or exchange or otherwise for proprietary trading activities or for any person or persons (whether individuals, firms, companies, bodies corporate, Government, State, Sovereign, public body or authority, supreme, local or otherwise or other entities), whether in the private or public sector.
|
20F.
|
To purchase, acquire, sell, dispose of, deal or trade in commodities (including but not limited to bullion, metals, non-metals, energy and energy products, electricity or agricultural products), as permitted for banking companies to undertake from time to time, and to issue, acquire, dispose of, deal or trade in derivative instruments in respect thereof including futures, forwards, options, swaps, caps, collars, floors, swap options or other derivative instruments whether traded on any market or exchange or otherwise for proprietary trading activities or for any person or persons (whether individuals, firms, companies, bodies corporate, Government, State, Sovereign, public body or authority, supreme, local or otherwise or other entities), whether in the private or public sector.
|
20G.
|
To promote, organize, manage or undertake the activities of insurance intermediaries including insurance or reinsurance brokers, consultants, surveyors, loss assessors, loss control engineers, risk managers, actuarial analyst and to buy, sell, market, distribute, deal in or dispose of insurance products and related investments.
|
20H.
|
To promote, organise or manage funds or investments on a discretionary or non-discretionary basis on behalf of any person or persons (whether individual, firms, companies, bodies, corporate, public body or authority, supreme, local or otherwise, trusts, pension funds, offshore funds, charities, other associations or other entities), whether in the private or public sector.
|
20I.
|
To act as Trustee of any deeds, constituting or securing any debentures, debenture stock or other securities or obligations and to undertake and execute any other trusts, and also to undertake the office of or exercise the powers of executor, administrator, receiver, treasurer, custodian and trust corporation.
|
20J.
|
To promote, organise, manage or undertake, marketing, trading, distribution or servicing of insurance and assurance products of all kinds, whether life or general; financial, investment or other products including (without limitation) securities, stocks, shares, debentures, bonds, units, certificates or services offered by the Company and/or by any person, firm, company, body corporate, mutual fund, Government, State, public body or authority, supreme, municipal, local or otherwise, through the Company’s branches, offices, call or contact centres or other outlets, franchisees or agents or through print, voice, video, electronic or other media or through remote facilities including (without limitation) electronic, computer or automated machines network or other modes of communication and for that purpose to appoint or avail the services of agents, brokers, franchisees or distributors by whatever name called.
|
20K.
|
To provide financial services, advisory and counselling services and facilities of every description capable of being provided by share and stock brokers, share and stock jobbers, share dealers, investment fund managers and to arrange and sponsor public and private issues or placement of shares and loan capital and to negotiate and underwrite such issues.
|
II.
|
Clause Ill (B) be modified and amended by:
|
|
(a)
|
By deleting Clause Ill (B)(61) and replacing it with the following:
|
|
61.
|
To do all or any of the above things and all such other things as are incidental or as may be thought conducive to the attainment of the above objects or any of them in India or any other part of the world either as principals, agents, trustees, contractors or otherwise and either alone or in conjunction with others and either by or through agents, contractors, trustees or otherwise and to do all such things as are incidental or conducive to the attainment of the above objects.
|
|
(b)
|
By inserting the following Clauses after Clause III(B)(62) as Object Clause Nos. 62A, 62B, 62C, 62D, and 62E:
|
|
62A.
|
To develop, improve, design, market, distribute, sell or license software and programme products of any and all descriptions in connection with or incidental or conducive to or in furtherance of the attainment of any of the objects of the Company.
|
|
62B.
|
To operate delivery services in connection with or incidental or conducive to or in furtherance of the attainment of any of the objects of the Company, and to own, operate and maintain all modes of transportation, warehouses, depots or godowns in connection with or incidental or conducive to or in furtherance of the attainment of any of the objects of the Company.
|
|
62C.
|
To appoint trustees (whether individuals or corporations) to hold securities on behalf of and to protect the interests of the Company.
|
|
62D.
|
To promote, sponsor, organise, manage or undertake events, exhibitions, conferences, lectures, seminars, printing, publication or distribution of any books, report, literature, newspapers, publicity or other materials in connections with or incidental or conducive to or in furtherance of the attainment of any of the objects of the Company.
|
|
62E.
|
To promote, own, establish, operate or maintain branches and other outlets or media, data, call or contact centres or other remote facilities for trading, marketing, distribution or conducting transactions including (without limitation) electronic data interchange, transaction initiation, processing, clearing or settlement services by means of electronic, computer or automated machines network or by any other modes of communication in financial and other products or services.
|
Present Article
|
Proposed Article
|
“The Authorized Capital of the Company is Rs.1900,00,00,000 divided into 1,55,00,00,000 equity shares of Rs.10/- each and 350 preference shares of Rs.1 crore each”.
|
“The Authorized Capital of the Company is Rs.1900,00,00,000 divided into 100,00,00,000 equity shares of Rs.10 each, 5,50,00,000 preference shares of Rs.100 each and 350 preference shares of Rs.1 crore each”.
|
|
I.
|
The draft of the Scheme circulated to the Members with the Notice for this Meeting, be and is hereby approved.
|
|
II.
|
Any Member of the Bank, who has voted against the Scheme at the Meeting of the Bank, or has given notice in writing at or prior to the Meeting of the Bank, or to the presiding officer of the Meeting of the Bank, that he dissents from the Scheme, shall be entitled, in the event of the Scheme being sanctioned by RBI, to claim from the Bank, in respect of the equity shares held by him in the Bank, their value as determined by RBI while sanctioning the Scheme and such Member shall, in consideration thereof, compulsorily tender the equity shares held by him in the Bank, to the Bank for cancellation thereof and to that extent the equity share capital of the Bank shall stand reduced or be deemed to have been reduced, by such number of equity shares held and tendered by such Member, on the date immediately preceding the Effective Date (as defined in the Scheme), the determination by RBI as to the value of the equity shares to be paid to the dissenting Member being final for all purposes.
|
|
Ill.
|
The Board be and is hereby authorised, on behalf of the Bank, for the purpose of giving effect to the provisions of the Scheme to effect the consequential reduction of the paid-up equity share capital of the Bank, if any, or of the Share Premium Account of the Bank, as may be required in terms of the Scheme as sanctioned by RBI.
|
|
IV.
|
The Board be and is hereby authorised, on behalf of the Bank, to create, issue and allot, such number of equity shares of the Bank to the Members of the Transferor Bank in accordance with the Scheme as sanctioned by RBI.
|
|
V.
|
The Board be and is hereby empowered and authorised to make such modifications and alterations to the Scheme including those as may be required or suggested by the relevant authority/authorities.
|
|
VI.
|
The Board be and is hereby authorised to do all acts, matters, deeds and things and to take all steps and give such directions as may be necessary, expedient, incidental, ancillary or desirable as the Board in its absolute discretion may deem fit for giving effect to the Scheme or for its implementation and also to settle any questions or difficulties that may arise in such manner as the Board in its absolute discretion may deem fit and to take all steps which are incidental and ancillary thereto in this connection.
|
1.
|
An Extraordinary General Meeting of the Members of ICICI Bank Limited is being convened for the purpose of considering and, if thought fit, approving, with or without modifications, arrangement in the proposed Scheme of Amalgamation, as annexed hereto (hereinafter referred to as “the Scheme”) of The Sangli Bank Limited with ICICI Bank Limited.
|
2.
|
In this Statement, The Sangli Bank Limited is referred to as the Transferor Bank, and ICICI Bank Limited is referred to as the Transferee Bank.
|
3.
|
The Scheme has been approved by the Board of Directors of the Transferor Bank and the Transferee Bank at their respective Meetings held on December 9, 2006.
|
4.
|
Background of the Transferor Bank and the Transferee Bank:
|
|
a)
|
The Transferor Bank was incorporated on October 5, 1916 under the Indian Companies Act, 1913 and has its Registered Office at Rajwada Chowk, Sangli 416 416, Maharashtra. The Transferor Bank has a network of 190 branches and extension counters.
|
|
b)
|
The primary object of the Transferor Bank is banking business as set out in its Memorandum of Association.
|
|
c)
|
The Transferee Bank was incorporated on January 5, 1994 under the Companies Act, 1956 and has its Registered Office at Landmark, Race Course Circle, Vadodara 390 007, Gujarat. The Transferee Bank has a network of 640 branches and extension counters and has over 2,300 automated teller machines (ATMs).
|
|
d)
|
The primary object of the Transferee Bank is banking business as set out in its Memorandum of Association.
|
|
e)
|
The authorised, issued, subscribed and paid-up share capital of the Transferor Bank and the Transferee Bank as at September 30, 2006 are as set out in Clause 3 of the Scheme.
|
5.
|
The amalgamation of the Transferor Bank with the Transferee Bank will be effected subject to the provisions of the Scheme formulated pursuant to Section 44A of the Banking Regulation Act, 1949 (hereinafter referred to as the ‘said Act’) and Reserve Bank of India’s guidelines for merger and amalgamation of private sector banks dated May 11, 2005, (hereinafter referred to as ‘RBI Guidelines’) and in accordance with the applicable provisions of the Companies Act, 1956, and the Memorandum and Articles of Association of the Transferor Bank and the Transferee Bank and other applicable provisions of laws for the time being in force. In terms of Section 44A of the said Act and the RBI Guidelines, a Resolution is required to be passed by a majority in number representing two-thirds in value of the Members of the Transferor Bank and the Transferee Bank, present either in person or by proxy at the respective general meetings of the Members of the Transferee Bank and the Transferor Bank. As both the Transferor Bank and Transferee Bank are banking companies duly licensed under the provisions of the said Act, the amalgamation of the Transferor Bank with the Transferee Bank is exclusively governed by the provisions of Section 44A of the said Act and the RBI Guidelines which constitute a composite and complete code governing amalgamation of banking companies and the provisions of the scheme of amalgamation and the matters incidental and ·ancillary thereto, and as such the said amalgamation would require only the sanction of the Scheme by Reserve Bank of India (hereinafter referred to as ‘RBI’) for the Scheme coming into effect, and accordingly the provisions of the Companies Act. 1956 relating to amalgamation, the provisions of the Scheme, and matters incidental or ancillary thereto are not applicable. The Scheme does not require the approval of any High Court(s)/Company Courts/the National Company Law Tribunal under the provisions of the Companies Act, 1956,
|
6.
|
In the opinion of the Board of Directors of the Transferee Bank, the following are the main benefits that are expected to accrue to the Transferee Bank from the proposed Scheme:
|
|
a)
|
Increase in branch network: As a result of the amalgamation, the branch network of the Transferee Bank would increase by over 190 branches, providing increased geographic coverage and supporting increase in the Transferee Bank’s retail deposit base.
|
|
b)
|
Support to rural banking strategy: The Transferee Bank has identified rural banking as a key focus area. The rural branches of the Transferor Bank would support rollout of the Transferee Bank’s rural banking strategy, including meeting the priority sector lending requirement.
|
|
c)
|
Support to strategy for small and medium enterprise customers: The semi-urban and rural branches of the Transferor Bank would support extension of the Transferee Bank’s strategy to increase its coverage of small and medium enterprise customers.
|
|
d)
|
Strengthening urban and metropolitan franchise: The amalgamation would enable the Transferee Bank to increase its customer base in urban and metropolitan centres, and increase its market share in retail deposits.
|
7.
|
Salient features of the Scheme and valuation:
|
|
a)
|
The Scheme envisages that upon coming into effect of the Scheme, all the properties, assets, estates, rights, title, interests, licenses and authorities acquired by the Transferor Bank shall, subject to such modalities for vesting as stated in the Scheme, without any further act, deed or instrument, stand transferred to or be deemed to be transferred to the Transferee Bank in the manner set out in the Scheme and furthermore, that all the liabilities, borrowings, debts and/or obligations of the Transferor Bank shall, without any further act, deed or instrument, vest or be deemed to vest or be taken over by the Transferee Bank without the necessity of obtaining the consent of any third party or the person who is a party to or concerned with any contract or arrangement by virtue of which such liabilities, borrowings, debts and obligations have arisen in order to give effect to the provisions of the Scheme.
|
|
b)
|
On and from the Effective Date and subject to the provisions of the Scheme, all contracts, deeds, tenancies, leases, licenses or other assurances, agreements, arrangements and other instruments of whatsoever nature to which the Transferor Bank is a party to or benefit of which the Transferor Bank may be eligible and which are subsisting or having effect immediately before the Effective Date, shall be in full force and effect against or in favour ofthe Transferee Bank as the case may be and all or any of the rights, privileges, obligations and liabilities of the Transferor Bank shall be transferred to and vest in the Transferee Bank and may be enforced as fully and effectually as if, instead of the Transferor Bank, the Transferee Bank had been a party, beneficiary or obligee thereto.
|
|
c)
|
Upon coming into effect of the Scheme all suits, actions and proceedings of whatsoever nature by or against the Transferor Bank pending and/or arising on or before the Effective Date shall be continued and be enforced by or against the Transferee Bank as fully and effectually·as if the same had been filed by, pending and/or arising against the Transferee Bank.
|
|
d)
|
Upon coming into effect of the Scheme and in consideration of the transfer of and vesting of all the assets and the liabilities (as defined in the Scheme) of the Transferor Bank to the Transferee Bank in terms of the Scheme, the Transferee Bank shall subject to the provisions of the Scheme and without any further application, act or deed, issue and allot One Hundred (100) equity shares of the Transferee Bank of the face value of Rs. 10/- each credited as fully paid-up in the capital of the Transferee Bank to those Members of the Transferor Bank whose names are recorded in the Register of the Members (hereinafter referred to as the “the said Members”) on a date (hereinafter referred to as the “Record Date”) to be fixed by the Board of the Transferee Bank for every Nine Hundred and Twenty Five (925) equity shares of Rs. 10/- each held by the said Member in the Transferor Bank.
|
|
e)
|
The share certificates in relation to the equity shares held by the said Members in the Transferor Bank shall be deemed to have been automatically cancelled and be of no effect on and from the Record Date, without any further act, deed or instrument. In so far as the issue of equity shares pursuant to Clause 9 of the Scheme is concerned, each of the said Members of the Transferor Bank, holding the share certificates of the Transferor Bank, shall have the option, exercisable by notice in writing by the said Members to the Transferee Bank on or before such date as may be determined by the Board of Directors of the Transferee Bank or a committee of such Board of Directors, to receive either in certificate form or in dematerialised form, the equity shares of the Transferee Bank in lieu thereof and in terms of the scheme. In the event that such notice from the said Members has not been received by the Transferee Bank in respect of any of the said Members the equity shares of the Transferee Bank shall be issued to such Members in certificate form. In respect of those of the said Members exercising the option to receive the equity shares in dematerialised form, such of the said Members shall have opened and maintained an account with a depository participant and shall provide such other confirmations and details as may be required, and thereupon the Transferee Bank shall directly issue and credit the demat/ dematerialised securities account of such Member with the equity shares of the Transferee Bank.
|
|
f)
|
The Transferee Bank shall be entitled to declare and pay dividend, whether interim and/or final, to its Members in respect of the financial year/accounting period prior to the Effective Date. The Transferor Bank shall not declare any dividend in accordance with Clause 15 of the Scheme.
|
|
g)
|
Upon the coming into effect of the Scheme, the equity shares of the Transferee Bank to be issued and allotted to the said Members as provided in the Scheme shall rank pari passu in all respect with the equity shares of the Transferee Bank including entitlement of dividend, if any, that may be declared by the Transferee Bank.
|
|
h)
|
This Scheme shall become operative from the Effective Date, i.e. the date on which the Scheme is sanctioned by RBI or such other date as may be specified by RBI by an order in writing passed in this behalf under the provisions of Section 44A of the said Act.
|
|
i)
|
All the employees of the Transferor Bank in service on the Effective Date shall become the employees of the Transferee Bank on the Effective Date without any break or interruption in service and on terms and conditions as to remuneration, emoluments or perquisites, which are not less favourable than those subsisting with reference to the Transferor Bank as on the Effective Date.
|
|
j)
|
The Scheme is specifically conditional upon and subject to several matters set forth in Clause 21 of the Scheme.
|
|
k)
|
Upon the Scheme coming into effect, and subject to further directions as RBI may pass, the Transferor Bank shall be dissolved without being wound up.
|
|
I)
|
All costs, charges and expenses, including any taxes and duties, of the Transferor Bank and the Transferee Bank incurred by each of them in relation to or in connection with the Scheme and incidental to the completion of the amalgamation of the Transferor Bank with the Transferee Bank in pursuance of the Scheme (other than due diligence expenses of the Transferee Bank), shall be borne and paid by the Transferor Bank.
|
8.
|
Any Member of the Transferor Bank or the Transferee Bank, as the case may be, who has voted against the Scheme at the Meeting of the Transferor Bank or the Transferee Bank, as the case may be, or has given notice in writing at or prior to the Meeting of the Transferor Bank or the Transferee Bank, as the case may be, or to the presiding officer of the Meeting of the Transferor Bank or the Transferee Bank, as the case may be, that he dissents from the Scheme, shall be entitled, in the event of the Scheme being sanctioned by RBI, to claim from the Transferor Bank or the Transferee Bank, as the case may be, their value as determined by RBI when sanctioning the Scheme and such Member shall, in consideration thereof, compulsorily tender the shares held by him, in the Transferor Bank or the Transferee Bank, as the case may be, to the Transferor Bank or the Transferee Bank, for cancellation thereof and to that extent the share capital of the Transferor Bank or the Transferee Bank, as the case may be shall stand reduced or be deemed to have been reduced, by such number of shares held and tendered by such Member, on the date immediately preceding the Effective Date. The determination by RBI as to value of the shares to be paid to the dissenting Member shall be final for all purposes.
|
9.
|
The Scheme is conditional upon and subject to necessary sanctions and approvals as set out in Clause 21 of the Scheme. The Scheme provides that in the event of any approval(s) not being obtained, the same shall stand revoked and will have no effect and in that event the Transferor Bank and the Transferee Bank shall bear their own costs or as may be mutually agreed amongst them.
|
10.
|
In order to give effect to the Scheme under the provisions of law, both the Transferor Bank and the Transferee Bank are required to obtain the consent and approval of their Members to the proposed Scheme, with or without modifications, under the provisions of Section 44A of the said Act. The consent of the Members of the Transferor Bank and the Transferee Bank is sought to be obtained for this purpose through separate general meetings to be conducted in January 2007.
|
11.
|
The Directors of the Transferor Bank and the Transferee Bank may be deemed to be concerned and/or interested in the Scheme to the extent of their shareholdings or that of the companies, firms, and/or institutions of which they are Directors, partners or members and which may hold equity shares in either the Transferor Bank or the Transferee Bank or both, and to that extent of any employee stock options granted, if any, by the Transferor Bank and the Transferee Bank. The equity shares held by the Directors of the Transferor Bank and the Transferee Bank, either singly or jointly, are as follows:
|
Directors of ICICI Bank Limited
|
Shareholding as on December 9, 2006 in
|
Directors of The Sangli Bank Limited
|
Shareholding as on December 9, 2006 in
|
||
Names
|
ICICI Bank
|
Sangli Bank
|
Names
|
ICICI Bank
|
Sangli Bank
|
N. Vaghul
|
27,543
|
Nil
|
P.N. Desai
|
Nil
|
1,000
|
R.K. Joshi
|
Nil
|
Nil
|
S.B. Kaltari
|
Nil
|
1,000
|
L.N. Mittal
|
3,110,700
|
Nil
|
L.S. Gidwani
|
Nil
|
83,380
|
Sridar Iyengar
|
Nil
|
Nil
|
R.H. Bhate
|
Nil
|
73,400
|
Narendra Murkumbi
|
Nil
|
Nil
|
A.S. Hirani
|
Nil
|
1,000
|
Anupam Puri
|
Nil
|
Nil
|
M.D. Patil
|
Nil
|
1,000
|
Vinod Rai
|
Nil
|
Nil
|
P.P. Patil
|
Nil
|
1,000
|
M.K. Sharma
|
5,050
|
Nil
|
S.R. Thakkar
|
Nil
|
1,000
|
P.M. Sinha
|
Nil
|
Nil
|
|||
Marti G. Subrahmanyam
|
1,613
|
Nil
|
|||
T.S. Vijayan
|
Nil
|
Nil
|
|||
V. Prem Watsa
|
Nil
|
Nil
|
|||
K.V. Kamath
|
164,500
|
Nil
|
|||
Kalpana Morparia
|
21,190
|
Nil
|
|||
Chanda D. Kochhar
|
176,425
|
Nil
|
|||
Nachiket Mor
|
Nil
|
Nil
|
|||
V. Vaidyanathan
|
48,960
|
Nil
|
|
12.
|
The following documents will be open for inspection between 11.00 a.m. and 1.00 p.m at the Registered Office of the Transferee Bank on all working days, except on Sunday and other holidays, and at the Corporate Office of the Transferee Bank on all working days, except on Saturday and Sunday and other holidays, till the date of the Meeting:
|
13.
|
As the implementation of the Scheme could involve reduction of the paid-up share capital of the Transferee Bank, or of the Share Premium Account of the Transferee Bank, for the purpose of abundant caution, it is also proposed to pass the Resolution for the purpose of giving effect to the provisions of the Scheme to effect the consequential reduction of the paid-up equity share capital of the Transferee Bank, if any, or of the Share Premium Account of the Transferee Bank, as may be required in terms of the Scheme, as sanctioned by RBI.
|
14.
|
The paid-up equity share capital of the Transferee Bank as on September 30, 2006 is 892,895,861 equity shares of Rs. 10/- (Rupees ten only) each amounting to Rs. 8,929.2 million, including shares forfeited and call in arrears and which is, after the amalgamation, on account of the amalgamation and as per the Scheme, expected to increase by 3,455,138 equity shares of Rs. 10/- (Rupees ten only) each, subject to the terms of the Scheme in this behalf. The shareholding pattern of the Transferee Bank, pre-amalgamation and post amalgamation, will not undergo any material, significant or substantial change as the expected increase in equity share capital is equivalent to about 0.4% of the Transferee Bank’s existing issued equity share capital, and will augment the public shareholding category of the Transferee Bank. As the implementation of the Scheme would involve the issue of new equity shares of the Transferee Bank, for the purpose of abundant caution, it is also proposed to pass the Resolution for creation, issue and allotment of equity shares in order to give effect to the Scheme.
|
|
(i)
|
127,50,00,000 equity shares of Rs.10 each.
|
|
(ii)
|
150,00,000 shares of Rs. 100 each which shall be of such class and with rights, privileges, conditions or restrictions as may be determined by the company in accordance with these presents and subject to the legislative provisions for the time being in that behalf, and
|
|
(iii)
|
350 preference shares of Rs.1 crore each.
|
Extract from Clause V at present
|
With the proposed amendment
|
The authorized capital of the Company shall be Rs.1900,00,00,000 divided into 155,00,00,000 shares of Rs.10 each and 350 shares of Rs.1 crore each
|
The authorized capital of the Company shall be Rs.1775,00,00,000 divided into 127,50,00,000 equity shares of Rs.10 each, 150,00,000 preference shares of Rs.100 each and 350 preference shares of Rs.1 crore each .......
|
Present Article
|
Proposed Article
|
“5(a) The Authorised Capital of the Company is Rs.1900,00,00,000 divided into 100,00,00,000 equity shares of Rs.10 each, 5,50,00,000 preference shares of Rs.100 each and 350 preference shares of Rs.1 crore each.”
|
“5(a) The Authorised Capital of the Company is Rs.1775,00,00,000 divided into 127,50,00,000 equity shares of Rs 10 each, 150,00,000 preference shares of Rs.100 each and 350 preference shares of Rs.1 crore each.”
|
|
(a)
|
By inserting the following Clause as Clause 7A after Clause 7:
|
|
7A.
|
To securitise, purchase, acquire, invest in, transfer, sell, dispose of or trade in any financial asset whatsoever, receivables, debts, whether unsecured or secured by mortgage of immoveables or charge on movables or otherwise, securitised debts, asset or mortgaged backed securities or mortgage backed securitised debts and to manage, service or collect the same and to appoint managing, servicing or collection agent therefor and to issue certificates or other instruments in respect thereof to public or private investors and to guarantee and insure the due payment, fulfillment and performance of obligations in respect thereof or in connection therewith and to promote, establish, undertake, organise, manage, hold or dispose of any special purpose entity, body corporate or vehicle for carrying on all or any such activities.
|
|
(b)
|
By deleting Clause III(A)(18) and replacing it with the following:
|
|
18.
|
To provide credit, charge, debit, saving, investment or other facilities to any person or persons (whether individuals, firms, companies, bodies, corporate or other entities), whether in the private or public sector by issuance of credit, charge, debit, stored value, prepaid, smart or
|
|
(c)
|
By inserting the following Clauses after Clause III(A)(20) as Object Clause Nos. 20A, 20B, 20C, 20D, 20E, 20F, 20G, 20H, 20I, 20J, 20K:
|
|
20A.
|
To carry on the business of assisting industrial infrastructure and commercial enterprises :
|
|
i)
|
assisting in the creation, expansion and modernisation of such enterprises;
|
|
ii)
|
encouraging and promoting the participation of capital, both internal and external in such enterprises; and in particular by
|
|
i)
|
providing finance in the form of long, medium or short term loans or equity participations ;
|
|
ii)
|
sponsoring and underwriting new issues of shares and securities ;
|
|
iii)
|
guaranteeing loans from other investment sources ;
|
|
iv)
|
making funds available for re-investment by revolving investments as rapidly as prudent ;
|
|
v)
|
performing and undertaking activities pertaining to leasing, giving on hire or hire-purchase, bill marketing, factoring and related fields;
|
|
20B
|
To lend money, with or without interest, (with or without security) for any maturity, in any form whatsoever including by way of loans, advances, instalment credit, trade finance, hire or otherwise to any person or persons (whether individuals, firms, companies, bodies corporate, Government, State, Sovereign, public body or authority, supreme, local or otherwise or other entities), whether in the private or public sector, for any purpose whatsoever, including agriculture, industry, infrastructure, export-import, housing, consumer or others.
|
|
20C
|
To lend money, with or without interest, (with or without security) for any maturity, in any form whatsoever, to any person or persons (whether individuals, firms, companies, bodies corporate, Government, State, Sovereign, public body or authority, supreme, local or otherwise or other entities), whether in the private or public sector, for :
|
|
(i)
|
Purchasing or acquiring any freehold or leasehold lands, estate or interest in any land or property,
|
|
(ii)
|
Taking demise for any term or terms of years of any land or property, or
|
|
(iii)
|
Construction, erection, purchase, extension, alteration, renovation, development or repair any house or building or any form of real estate or any part or portion thereof.
|
|
20D
|
To provide financial assistance to any person or persons (whether individuals, firms, companies, bodies corporate, Government, State, Sovereign, public body or authority, supreme, local or otherwise or other entities), whether in the private or public sector for any purpose whatsoever by means of leasing, giving on hire or hire-purchase, lending, selling, reselling, or otherwise disposing of all forms of immoveable and moveable properties and assets of any kind, nature or use, whatsoever and for the purpose, purchasing or otherwise acquiring dominion over the same, whether new or used.
|
|
20E
|
To purchase, acquire, sell, dispose of, deal or trade in bullion and specie·and/or to issue, subscribe to, acquire, purchase, sell, dispose of, deal or trade in derivative financial instruments including futures, forwards, options, swaps, caps, collars, floors, swap options, bond options or other derivative instruments whether traded on any market or exchange or otherwise, for proprietary trading activities or for any person or persons (whether individuals, firms, companies, bodies
|
|
20F
|
To promote, organize, manage or undertake the activities of insurance intermediaries including insurance or reinsurance brokers, consultants, surveyors, loss assessors, loss control engineers, risk managers, actuarial analyst and to promote, organize, manage or undertake, marketing, trading, distribution or servicing of insurance and assurance products of all kinds, whether life or general; financial, investment or other products including (without limitation) securities, stocks, shares, debentures, bonds, units, certificates or services offered by the Company and/or by any person, firm, company, body corporate, mutual fund, Government, State, public body or authority, supreme, municipal, local or otherwise, through the Company’s branches or offices.
|
|
20G
|
To promote, organise or manage funds or investments on a discretionary or non-discretionary basis on behalf of any person or persons (whether individual, firms, companies, bodies, corporate, public body or authority, supreme, local or otherwise, trusts, pension funds, offshore funds, charities, other associations or other entities), whether in the private or public sector.
|
|
20H
|
To act as Trustee of any deeds, constituting or securing any debentures, debenture stock, or other securities or obligations and to undertake and execute any other trusts, and also to undertake the office of or exercise the powers of executor, administrator, receiver, treasurer, custodian and trust corporation.
|
|
20I
|
To provide financial services, advisory and counselling services and facilities of every description capable of being provided by share and stock brokers, share and stock jobbers, share dealers, investment fund managers and to arrange and sponsor public and private issues or placement of shares and loan capital and to negotiate and underwrite such issues.
|
|
II.
|
Clause Ill (B) be modified and amended by:
|
|
(a)
|
By deleting Clause III (B)(61) and replacing it with the following:
|
|
61.
|
To do all or any of the above things and all such other things as are incidental or as may be thought conducive to the attainment of the above objects or any of them in India or any other part of the world either as principals, agents, trustees, contractors or otherwise and either alone or in conjunction with others and either by or through agents, contractors trustees or otherwise and to do all such things as are incidental or conducive to the attainment of the above objects.
|
|
(b)
|
By inserting the following Clauses after Clause III(B)(60) as Object Clause Nos. 60A, 60B and 60C:
|
|
60A
|
To develop, improve, design, software and programme products of any and all descriptions in connection with or incidental or conducive to or in furtherance of the attainment of any of the objects of the Company.
|
|
60B
|
To appoint trustees (whether individuals or corporations) to hold securities on behalf of and to protect the interests of the Company.
|
|
60C
|
To promote, sponsor, organise, manage or undertake events, exhibitions, conferences, lectures, seminars, printing, publication or distribution of any books, report, literature, newspapers, publicity or other materials in connections with or incidental or conducive to or in furtherance of the attainment of any of the objects of the Company.
|
(a)
|
Associate enterprise means a company whether incorporated or not which
|
(i)
|
is a holding company or a subsidiary company of the applicant or
|
(ii)
|
is a joint venture of the applicant or
|
(iii)
|
controls the composition of the Board of Directors or other body governing the applicant or
|
(iv)
|
exercises in the opinion of the Reserve Bank of India significant influence on the applicant in taking financial or policy decisions or
|
(v)
|
is able to obtain economic benefits from the activities of the applicant;
|
(b)
|
Relative shall mean relative as defined in the Companies Act, 2013 as amended from time to time.
|
(c)
|
Persons shall be deemed to be acting in concert who for a common objective or purpose of acquisition of shares or voting rights in excess of the percentage mentioned in Section 12(b) of the Banking Regulation Act pursuant to an agreement or understanding (formal or informal) directly or indirectly co-operate by acquiring or agreeing to acquire shares or voting rights in the banking company.
|
(d)
|
Joint venture means a legal entity in the nature of a partnership engaged in the joint undertaking of a particular transaction for mutual profit or an association of persons or companies jointly undertaking some commercial enterprise wherein all contribute assets and share risks.
|
Bank of Madura Limited
|
Transferor Bank
|
|
with
|
||
ICICI Bank Limited
|
Transferee Bank
|
1.1
|
This Scheme of Amalgamation provides for the amalgamation Bank of Madura Limited, having its registered office at 33, North Chitrai Street, Madurai 625 001 (hereinafter referred to as the “Transferor Bank”) with ICICI Bank Limited, having its registered office at Landmark, Race Course Circle, Vadodara 390 007 (hereinafter referred to as the “Transferee Bank”), pursuant to Section 44A and other relevant provisions of the Banking Regulation Act, 1949 (hereinafter referred to as the “said Act”)
|
1.2
|
In this Scheme of Amalgamation, unless inconsistent with the subject or context, the following expressions shall have the following meaning :
|
1.2.1
|
“the Board of Transferee Bank”, shall mean the Board of Directors of the Transferee Bank, any Committee(s) constituted / to be constituted by the Board of Directors of the Transferee Bank or any other person authorised / to be authorised by the Board / Committee to exercise its powers including the powers in terms of this Scheme.
|
1.2.2
|
“the Effective Date” shall mean the date on which the Scheme of Amalgamation is sanctioned by the Reserve Bank of India or such other date as may be specified by the Reserve Bank of India by an order in writing passed in this behalf under the provisions of the said Act.
|
1.2.3
|
“the Specified Date” shall mean such date as may be directed, by way of a further order in writing, by the Reserve Bank of India on which date the Transferor Bank shall stand dissolved.
|
1.2.4
|
“the said liabilities” shall mean all debts, demand deposits, saving bank deposits, term deposits, time and demand liabilities, borrowings, bills payable, interest accrued and all other liabilities, duties, undertakings and obligations of the Transferor Bank, as on the Effective Date.
|
1.2.5
|
“the said assets” shall mean the entire undertaking, the entire business, all the properties (whether movable or immovable, tangible or intangible), assets, investments of all kinds, all cash balances with the Reserve Bank of India and other banks, money at call and short notice, loans, advances, contigent rights or benefits, lease and hire purchase contracts, benefit of any security arrangements, authorities, allotments, approvals, reversions, buildings and structures, office and residential premises, tenancies, leases, licenses, fixed assets and other assets, powers, consents, registrations, agreements, contracts, engagements, arrangements of all kinds, rights, titles, interests, benefits and advantages of whatsoever nature and wheresoever situate belonging to or in the ownership, power or possession or in the control of or vested in or granted in favour of or enjoyed by the Transferor Bank or to which the Transferor Bank may be entitled and include but without being limited to trade and service names and marks and other intellectual property rights of any nature whatsoever, permits, approvals, authorisations, rights to use and avail of telephones, telexes, facsimile, email, Internet, leased line connections and installations, utilities, electricity and other services, reserves, provisions, funds, benefits of all agreements, all necessary records, files, papers, computer programs, manuals, data, catalogues, sales and advertising materials, lists and other details of present and former customers and suppliers, customers credit information, customer pricing information and other records in
|
1.2.6
|
“the Scheme” shall mean the Scheme of Amalgamation of the Transferor Bank with the Transferee Bank in its present form or as may be modified from time to time.
|
2.
|
On an from the Effective Date and subject to the provision of the Scheme in relation to the mode of transfer and vesting, other than such of the said assets as are movable in nature or are otherwise capable of transfer by manual delivery or by endorsement and delivery, the said assets shall be transferred to and vest in the Transferee Bank; in respect to such of the said assets as are movable in nature or are otherwise capable of transfer by manual delivery or by endorsement and delivery, the same shall be so transferred by the Transferor Bank, and in respect of the said assets other than those transferred in the manner provided hereinabove, the same shall, as more particularly provided by virtue of the order of sanction of the Reserve Bank of India under the provisions of Section 44A(6) and other applicable provisions of the said Act, without further act, instrument or deed, become as and from the Effective Date, the estate, assets, rights, title and interests of the Transferee Bank.
|
3.
|
The Transferee Bank may, from the Effective Date in accordance with the provisions hereof, if so required, under any law or otherwise, execute deeds of confirmation or any other writings in favour of any other party to any contract or arrangement to which the Transferor Bank is a party or is subject to in order to give formal effect to the Scheme as may be necessary. The Transferee Bank shall, under the provisions of the Scheme, be deemed to be authorised to execute any such writings on behalf of the Transferor Bank and to implement or carry out all such formalities or compliances referred to hereinabove on the part of the Transferor Bank, to be carried out or performed.
|
4.
|
On and from the Effective Date all the said liabilities of the Transferor Bank shall also be and stand transferred or deemed to be transferred, without further act, instrument or deed, to the Transferee Bank, pursuant to the provisions of Section 44A and other applicable provisions of the said Act, so as to become the debts, liabilities, duties, undertakings and obligations of the Transferee Bank and further that it shall not be necessary to obtain the consent of any third party or other person who is a party to any contract or arrangement by virtue of which such debts, liabilities, duties and obligations have arisen in order to give effect to the provisions of the Scheme.
|
5.
|
(a) On and from the Effective Date, any debentures, bonds, notes or other debt securities, if any,
|
(b)
|
The Transferor’s Securities that have become the securities of the Transferee Bank, referred to aforesaid, shall be listed and/or admitted to trading as securities of the Transferee Bank on the relevant Stock Exchange(s) in India, in accordance with the terms of their respective issues save as specially modified by the provisions of the Scheme, or by necessary implication. The Transferee Bank shall enter into such arrangements and issue such confirmations and/or undertakings as may be necessary in accordance with the applicable laws or regulations, for the above purposes and further that it shall not be necessary to obtain the consent of any holder of the securities or any other person to give effect to the provisions of the Scheme.
|
(c)
|
On and from the Effective Date, any loans or other obligation due between or amongst the Transferor Bank and the Transferee Bank, if any, shall stand discharged and there shall be no liability in that behalf. In so far as any securities, debentures or notes issued by the Transferor Bank, and held by the Transferee Bank or vice versa, are concerned, the same shall, unless sold or transferred by the
|
6.
|
On and from the Effective Date and subject to the provisions hereof all contracts, deeds, tenancies, leases, licenses or other assurances, agreements, arrangements and other instruments of whatsoever nature to which the Transferor Bank is a party to or benefit of which the Transferor Bank may be eligible and which are subsisting or having effect immediately before the Effective Date, shall be in full force and effect against or in favour of the Transferee Bank as the case may be and all or any of the rights, privileges, obligations and liabilities of the Transferor Bank shall be transferred to and vest in the Transferee Bank and may be enforced as fully and effectual as if, instead of the Transferor Bank, the Transferee Bank had been a party, beneficiary or obligee thereto. The Transferee Bank shall, wherever necessary enter into and/or issue and/or execute deeds, writing or confirmations or enter into tripartite arrangements, confirmations or novations to which the Transferor Bank will, if necessary, also be a party in order to give formal effect to the provisions of the Scheme, on or prior to the Effective Date. Further, for the purposes of taxation or otherwise, on coming into effect of the Scheme, all the profits or incomes accruing or arising to the Transferor Bank or expenditure or losses arising or incurred by the Transferor Bank shall for all purposes be treated and deemed to be and accrue as the profits or incomes or expenditure or losses of the Transferee Bank.
|
7.
|
The Transferee Bank may enter into and/or issue and/or execute deeds, writings or confirmations or enter into any tripartite arrangement or confirmations or novations to which the Transferor Bank shall, if necessary, also be a party in order to give formal effect to the provisions of the Scheme, if so required, under any law or if it becomes necessary, in favour of any party. Wherever such tripartite agreements or confirmations or novations are required, the Transferor Bank and the Transferee Bank shall ensure that the same is completed on or prior to the Effective Date. The Transferee Bank shall under the provisions of the Scheme be deemed to be authorised to execute any such writings on behalf of the Transferor Bank and to implement or carry out all such formalities or compliances referred to hereinabove on part of the Transferor Bank to be carried out or performed.
|
8.
|
On and from the Effective Date, all suits, actions and proceedings of whatsoever nature by or against the Transferor Bank pending and/or arising on or before the Effective Date shall be continued and be enforced by or against the Transferee Bank as effectually as if the same had been filed by, pending and/or arising against the Transferee Bank.
|
9.
|
All the employees of the Transferor Bank in service on the Effective Date shall become the employees of the Transferee Bank on such date without any break or interruption in service and on emoluments which are not less favourable than those subsisting with reference to the Transferor Bank as on the Effective Date.
|
10.
|
In so far as the provident fund, gratuity fund, superannuation fund or any other special scheme(s)/fund(s) created or existing for the benefit of the employees of the Transferor Bank are concerned, on and from the Effective Date, the same shall stand transferred to the Transferee Bank and the Transferee Bank shall stand substituted for the Transferor Bank for all purposes whatsoever relating to the administration or operation of such schemes or funds or in relation to the obligations to make contributions to the said schemes or funds in accordance with the provisions of such schemes or funds as per the terms provided in the respective trust deeds/other documents to the end and intent that all rights, duties, powers and obligations of the Transferor Bank in relation to such funds or schemes shall become those of the Transferee Bank. It is clarified that the service of the employees of the Transferor Bank will be treated as having been continued for the purpose of the aforesaid funds or schemes or provisions.
|
11.
|
With effect from the date of approval of the Scheme by the Board of Directors of the Transferor Bank and up to and including the Effective Date :
|
11.2
|
The Transferor Bank shall not without the prior written consent of the joint committee (constituted in terms of sub-clause 11.9 of Clause 11 of the Scheme) compromise, compound or settle any matter including any proceedings, suits or other actions for recovery of any debts or dues and nor shall the Transferor Bank, without the prior written consent of the joint committee enter into settlement of any debts or dues from any person by extending the maturity of any payments due, giving of any concession or making of any sacrifices on the claims, debts or dues of the Transferor Bank;
|
11.3
|
The Transferor Bank shall carry on and be deemed to have carried on all its business and activities and shall be deemed to have held and been in possession of and shall hold and be in possession of all the said assets for and on account of and in trust for the Transferee Bank;
|
11.4
|
The Transferor Bank shall not, without the prior consent in writing of the Board of the Transferee Bank, undertake any new business or undertake any substantial expansion of its current business;
|
11.5
|
The Transferor Bank shall provide to the Transferee Bank details of all charges, mortgages or any other encumbrances within such time as the Transferee Bank may require, and ensure the vacation or satisfaction of all such charges, mortgages or encumbrances prior to the Effective Date;
|
11.6
|
The Transferor Bank shall not, without the prior consent in writing of the Board of the Transferee Bank, declare or pay any dividend, whether interim or final;
|
11.7
|
Save and except as may be otherwise permitted or required under the provisions of the Scheme, the Transferor Bank and the Transferee Bank shall not make any change in their respective capital structure, either by issue of new equity or preference shares or bonus shares, convertible debentures, share warrants, options, or any securities convertible into equity shares or otherwise, sub-division, reduction, reclassification, consolidation, buy-back, or in any other manner which may affect the share exchange ratio, except with the prior written authorisation of the Board of Directors of the Transferor Bank and the Board of Directors of the Transferee Bank;
|
11.8
|
The Transferor Bank shall not, without the prior consent in writing of the Board of the Transferee Bank, alter, enhance or revise the emoluments, or perquisites or alter, enhance or revise the contributions of the Transferee Bank to any schemes/funds established by or under any law or otherwise including by way of any awards, settlements or standing orders, as applicable to the employees of the Transferor Bank; and
|
11.9
|
A joint committee comprising such number and of such persons (whether or not being the employees of the Transferor Bank and/or the Transferee Bank) as may be determined by the Transferee Bank be constituted to take such decisions as provided in the Scheme. No material decision in relation to the Transferor Bank’s business and affairs, and/or such other matters as the Transferee Bank may from time to time notify shall be taken by the Transferor Bank and no agreement or transaction (other than an agreement or transaction in the ordinary course of the Transferor Bank’s business) shall be entered into or performed by the Transferor Bank without the approval of the said joint committee including the appointment of any new person as an employee or staff or otherwise. The persons on the joint committee nominated by the Transferee Bank shall be entitled to attend the offices of the Transferor Bank and observe the business and activities being carried out by the Transferor Bank provided however that this would be subject to the approval, if any, of the Reserve Bank of India being required. Further, neither the Transferee Bank nor its representatives on the said joint committee shall be liable for any act or omission of the Transferee Bank or the joint committee, and they shall be fully indeminified and held harmless by the Transferor Bank.
|
12.
|
13.
|
The Authorised, Issued, Subscribed and Paid up Share Capital of the Transferee Bank as at November 30, 2000 is as under.
|
14.
|
Upon coming into effect of the Scheme and in consideration of the transfer of and vesting of all the said assets and the said liabilities and the entire undertaking of the Transferor Bank to the Transferee Bank in terms of the Scheme, the Transferee Bank shall subject to the provisions of the Scheme and without any further application, act or deed, issue and allot Two (2) equity shares of the Transferee Bank of the face value of Rs.10/- each credited as fully paid-up in the capital of the Transferee Bank to those Members of the Transferor Bank whose names are recorded in its Register of Members (“the said Members”) on a date (“Record Date”) to be fixed by the Board of the Transferee Bank for every One (1) equity share of the face value of Rs.10/- each held by the said Members in the Transferor Bank and, the Transferee Bank and the Board of the Transferee Bank will create, issue and allot, such number of equity shares of the Transferee Bank to the said Members as is necessary or required. Equity shares of the Transferee Bank issued in terms of the Scheme shall, subject to applicable regulations, be listed and/or admitted to trading on the relevant Stock Exchange(s) in India where the equity shares of the Transferee Bank are listed and/or admitted to trading.
|
15.
|
The share certificates in relation to the shares held by the said Members in the Transferor Bank shall be deemed to have been automatically cancelled and be of no effect on and from such Record Date, without any further act, deed or instrument. In so far as the issue of shares pursuant to Clause 14 hereof is concerned, each of the said Members, holding the share certificates of the Transferor Bank, shall have the option, exercisable by notice in writing by the said Members to the Transferee Bank on or before such date as may be determined by the Board of the Transferee Bank, to receive either in certificate form or in dematerialised form, the shares of the Transferee Bank in lieu thereof and in terms hereof. In the event that such notice from the said Members has not been received by the Transferee Bank in respect of any of the said Members, the shares of the Transferee Bank shall be issued to such Members in certificate form. In respect of those of the said Members exercising the option to receive the shares in dematerialised form, such of the said Members shall have opened and maintained an account with a depository participant and shall provide such other confirmations and details as may be required, and thereupon the Transferee Bank shall directly issue and credit the demat/dematerialised securities account of such Member with the shares of the Transferee Bank.
|
16.
|
Upon the coming into effect of the Scheme, the equity shares of the Transferee’ Bank to be issued and alotted to the said Members as provided in the Scheme shall rank pari passu in all respect with the equity shares of the Transferee Bank including pari passu entitlement in respect of dividends, if any, that may be declared by the Transferee Bank.
|
18.
|
On and from the Effective Date, equity shares of the Transferor Bank, if any, held by the Transferee Bank, shall be deemed to be cancelled without any further act or deed, and no shares of the Transferee Bank are required to be issued in lieu thereof. Equity shares of the Transferee Bank held by the Transferor Bank, on the Effective Date if any, shall be deemed to be cancelled without any further act or deed on the Effective Date.
|
19.
|
Upon the coming into effect of the Scheme, no adjustment would be made to the book values of the assets and liabilities of the Transferor Bank when they are incorporated in the books of account of the Transferee Bank except to ensure uniformity of accounting policies and standards and to provide or adjust against the reserves appearing in the books of account of the Transferor Bank for non-performing assets, permanent diminution in assets, if any, or, on account of tax liabilities, if any, which are pending, if so required by the Transferee Bank in its sole discretion, which requirement will be complied with by the Transferor Bank on or prior to the Effective Date.
|
20.
|
The excess of the value of the net assets of the Transferor Bank as appearing in the books of account of the Transferor Bank, subject to adjustments, if any, as set out in Clause 19 hereinabove, over the paidup value of the shares to be issued and allotted pursuant to the terms of Clause 14 hereinabove, shall be accounted for and dealt with in the books of the Transferee Bank as follows :
|
20.1
|
An amount equal to the balance of “Profit and Loss Account” in the books of account of the Transferor Bank shall be credited by the Transferee Bank to its Profit and Loss Account.
|
20.2
|
An amount equal to the balance lying to the credit of the “Statutory Reserve Account” of the Transferor Bank shall be credited by the Transferee Bank to its Statutory Reserve Account.
|
20.3
|
An amount equal to the balance lying to the credit of the “Share Premium Account” of the Transferor Bank shall be credited by the Transferee Bank to its Share Premium Account.
|
20.4
|
An amount equal to the balance lying to the credit of the “Investment Fluctuation Reserve Account” of the Transferor Bank shall be credited by the Transferee Bank to a special account in the Books of the Transferee Bank to be styled “Investment Fluctuation Reserve Account”.
|
20.5
|
An amount equal to the balance lying to the credit of the revenue and other reserves account, as adjusted pursuant to the provisions of Clause 19 and the sub-clauses as hereinabove, shall be credited by the Transferee Bank to its revenue and other reserves accounts in the same form in which they appear in the books of account of the Transferor Bank.
|
21.
|
The balance, if any, in the event of a surplus, after giving effect to the adjustments as specified in Clause 19 and sub-clauses 20.1 to 20.5 of Clause 20 hereinabove, shall be credited by the Transferee Bank to a special account in the books of the Transferee Bank to be styled “Amalgamation Reserve Account”. The shortfall, if any, in the event of a deficit, occurring whilst giving effect to the adjustments as specified in Clause 19 and sub-clauses 20.1 to 20.5 hereinabove, shall be adjusted against the revenue and other reserves accounts as specified in Clause 20.5. The said Amalgamation Reserve Account, if any, shall be considered as a free reserve and shall form part of the net worth of the Transferee Bank.
|
22.
|
23.
|
The Transferor Bank and the Transferee Bank may make or assent, from time to time, on behalf of all persons concerned to any modifications or amendments to the Scheme or to any conditions or limitations which the Reserve Bank of India or any other relevant or concerned authority under law may direct or impose or which may otherwise be considered necessary, and may do and execute all acts, deeds, instruments, matters and things necessary for putting the Scheme into effect.
|
24.
|
For the purpose of giving effect to the Scheme as sanctioned by the Reserve Bank of India, the Board of the Transferee Bank may give all such directions as are necessary, expedient, incidental, ancillary or desirable including directions for settling or removing any question of doubt or difficulty that may arise with regard to the implementation of the Scheme, as it thinks fit, and such determination or directions as the case may be, shall be binding on all persons connected herewith or otherwise interested in the Scheme in the same manner as if the same were specifically incorporated in the Scheme.
|
25.
|
The Board of Directors of the Transferee Bank may review the position relating to satisfaction of the following conditions and if necessary to waive any of the following to the extent permissible under law:
|
25.1
|
approval, if required, of any Trustee of any debentures or other similar securities, being obtained if such approval is necessary under the terms of issue thereof; and/or,
|
25.2
|
vacating or satisfaction of the charges, mortagages or encumbrances, if any, on the said assets.
|
26.
|
The Transferor Bank and the Transferee Bank shall with all reasonable dispatch, make applications under Section 44A and all other applicable provisions of the said Act for sanctioning of the Scheme by the Reserve Bank of India and obtain all approvals as may be required by the law and for dissolution of the Transferor Bank without being wound up under the provisions of the law.
|
27.
|
This Scheme is specifically conditional upon and subject to :
|
27.1
|
the consent of a majority in number representing two-thirds in value of the Members of the Transferor Bank and of the Tranferee Bank at their respective meetings, present either in person or by proxy at a meeting called for the purpose;
|
27.2
|
the sanction of the Reserve Bank of India by an order in writing passed in this behalf pursuant to Section 44A of the said Act; and
|
27.3
|
sanction or approval, if any, under any law, of the Government of India or any other authority, agency department or person concerned, being obtained and granted in respect of the matters in respect of which such sanction or approval is required
|
28.
|
Under satisfaction of the said conditions, obtaining the said sanctions and approvals and passing of the said order or orders referred to in Clause 27 hereinabove, the Transferee Bank or the Transferor Bank, as the case may be, shall, for all purposes including for giving effect to the Scheme, under all laws for the time being in force, be deemed to be in compliance thereof.
|
29.
|
An order in terms of sub-clause 27.2 of Clause 27 hereinabove and sub-section (6C) of Section 44A of the said Act shall be conclusive evidence that all requirements of Section 44A of the said Act relating to amalgamation have been complied with, and a copy of the said order certified in writing by an officer of the Reserve Bank of India to be a true copy of such order and a copy of the Scheme certified in the like manner to be a true copy thereof, shall in all legal proceedings (whether in appeal or otherwise, and whether instituted before or after commencement of Section 19 of the Banking Laws (Miscellaneous Provisions) Act, 1963), be admitted as evidence to the same extent as the original order and the original scheme.
|
30.
|
31.
|
There will be no change in the name of the Transferee Bank by reason of coming into effect of the Scheme.
|
32.
|
Any Member of the Transferor Bank or the Transferee Bank, as the case may be, who has voted against the Scheme at the meeting of the Transferor Bank or the Transferee Bank, as the case may be, or has given notice in writing at or prior to the meeting of the Transferor Bank or the Transferee Bank, as the case may be, or to the presiding officer of the meeting of the Transferor Bank or the Transferee Bank, as the case may be, that he dissents from the Scheme, shall be entitled, in the event of the Scheme being sanctioned by the Reserve Bank of India, to claim from the Transferor Bank or the Transferee Bank, as the case may be, in respect of shares held by him in the Transferor Bank or the Transferee Bank, as the case may be, their value as determined by the Reserve Bank of India when sanctioning the Scheme and such Member shall, in consideration thereof, compulsorily tender the shares held by him, in the Transferor Bank or the Transferee Bank, as the case may be, to the Transferor Bank or the Transferee Bank respectively for cancellation thereof and to that extent the share capital of the Transferor Bank or the Transferee Bank, as the case may be, shall stand reduced. The determination by the Reserve Bank of India as to the value of the shares to be paid to the dissenting Member shall be final for all purposes.
|
33.
|
All costs, charges and expenses of the Transferor Bank and the Transferee Bank incurred by each of them in relation to or in connection with the Scheme and incidental to the completion of the amalgamation of the Transferor Bank with the Transferee Bank in pursuance of the Scheme, shall be borne and paid by the Transferee Bank.
|
34.
|
In the event of any of the said conditions referred to in Clause 27 hereinabove not being safisfied or the said sanctions and approvals referred to in Clause 27 hereinabove not being obtained and/or the said order or orders not being passed as aforesaid on or before July 31, 2001 or within such further period or periods as may be agreed upon between the Transferor Bank through and by its Board of Directors and the Transferee Bank through and by its Board of Directors (and which Board of Directors of each of the Transferor and the Transferee Banks are hereby authorised and empowered to agree to and extend the aforesaid period from time to time without any limitations in exercise of their powers), the Scheme shall stand nullified and shall become void, stand revoked, cancelled and be of no effect and shall be deemed to never have been in effect and all trusts constituted hereunder shall be deemed to have never have been in existence provided that in respect of any act or deed done by the Transferor and the Transferee Banks or their Directors, employees, contractors or by the joint committee or its members/nominees as is contemplated hereunder or any right, liability or obligation which has arisen or accrued pursuant thereto, shall be governed and be preserved or worked out as is specifically provided in the Scheme or as may otherwise arise in law, provided further that and on occurrence of an event in terms hereof the Transferor Bank and the Transferee Bank shall bear and pay all their respective costs, expenses, losses or damages.
|
GRAM: COMPANYREG
|
TEL: 7438531
|
Description of Document:
|
Form No. 21 along with High Court of Gujarat Order passed on 7.3.2002 Under Section 391/394 of the Act, Capital Services Limited and ICICI Personal Financial Services Limited, (Mumbai) with ICICI Bank Limited (Gujarat), is taken on record by this office on 29.5.2002.
|
/s/
|
|
(U.S. PATOLE)
|
|
ASSIT. REGISTRAR OF COMPANIES
|
|
GUJARAT.
|
|
Place: Ahmedabad
|
|
Dated: 29.05.2002.
|
1. Name of the Company
|
: ICICI Bank Limited
|
2. Name of the Court/Company Law Board with Location
|
: High Court of Gujarat at Ahmedabad
|
3. Date of passing the Order
|
: March 7, 2002
|
4. Section of the Companies Act under which order passed. An authenticated copy of the order is attached
|
: 391(2)
|
Signature:
|
/s/ | |
Name:
|
BHASHYAM SESHAN
|
|
Designation:
|
Company Secretary
|
1. Name of the Company
|
: ICICI Limited
|
2. Name of the Court/Company Law Board with Location
|
: Hon. High Court of Judicature at Bombay
|
3. Date of passing the Order
|
: April 11, 2002 (Date of Sealing Order-May 3, 2002)
|
4. Section of the Companies Act under which order passed.
|
: Sections 391(2) and 394(1) of the Companies Act, 1956. An authenticated copy of Order is Attached.
|
1. Name of the Company
|
: ICICI Capital Services Limited
|
2. Name of the Court/Company Law Board with Location
|
: Hon. High Court of Judicature at Bombay
|
3. Date of passing the Order
|
: April 11, 2002 (Date of Sealing Order-May 2, 2002)
|
4. Section of the Companies Act under which Order passed.
|
: Sections 391(2) and 394(1) of the Companies Act, 1956. An authenticated copy of Order is attached.
|
1. Name of the Company
|
: ICICI Personal Financial Services Limited
|
2. Name of the Court/Company Law Board with Location
|
: Hon. High Court of Judicature at Bombay
|
3. Date of passing the Order
|
: April 11, 2002 (Date of Sealing Order-May 2, 2002)
|
4. Section of the Companies Act under which order passed.
|
: Sections 391(2) and 394(1) of the Companies Act, 1956. An authenticated copy of Order is Attached.
|
In the matter of the Companies Act, 1956;
|
||
-And-
|
||
In the matter of Sections 391 to 394 of the Companies Act, 1956;
|
||
-And-
|
||
In the matter of ICICI Bank Limited, a company incorporated under Companies Act, 1956 and having its registered office at Landmark, Race Course Circle, Vadodara – 390 007, Gujarat;
|
||
-And-
|
||
In the matter of Scheme of Amalgamation of ICICI Limited, ICICI Capital Services Limited and ICICI Personal Financial Services Limited with ICICI Bank Limited.
|
||
ICICI Bank Limited, a company incorporated
|
}
|
|
under the Companies Act, 1956 and having
|
}
|
|
its registered office at Land Mark, Race
|
}
|
|
Course Circle, Vadodara 390 097, Gujarat.
|
}
|
...... Petitioner Company.
|
Coram: Mr. Justice M. S. Shah
|
||
Dated : March 7, 2002
|
ICICI LIMITED
|
|
ICICI CAPITAL SERVICES LIMITED
|
collectively the Transferor Companies
|
ICICI PERSONAL FINANCIAL SERVICES LIMITED
|
ICICI BANK LIMITED
|
the Transferee Company
|
1.
|
This Scheme of Amalgamation (hereinafter referred to as the “Scheme”) provides for the amalgamation of ICICI Limited, ICICI Capital Services Limited and ICICI Personal Financial Services Limited (both ICICI Capital Services Limited and ICICI Personal Financial Services Limited, are wholly-owned subsidiaries of ICICI Limited) with ICICI Bank Limited pursuant to Sections 391 to 394 and other relevant provisions of the Act.
|
2.
|
In this Scheme, unless repugnant to the meaning or context thereof, the following expressions shall have the following meanings:
|
AUTHORIZED
|
(IN RUPEES)
|
1,600,000,000 Equity Shares of Rs. 10/- each
|
1600,00,00,000
|
5,000,000,000 Preference Shares of Rs. 10/- each
|
5000,00,00,000
|
350 Preference Shares of Rs. 10,000,000/- each
|
350,00,00,000
|
6950,00,00,000
|
|
ISSUED, SUBSCRIBED AND PAID-UP
|
|
785,345,448 Equity Shares of Rs. 10/- each fully paid-up
|
785,34,54,480
|
Less: Calls in arrears
|
48,29,648.19
|
784,86,24,831.81
|
|
350 0.001% Preference Shares of Rs. 1,00,00,000/- each fully paid-up
redeemable at par on April 20, 2018
|
350,00,00,000
|
Of the above –
|
(i)
|
6,750,000 Equity Shares are allotted as fully paid-up by way of bonus shares by capitalization of General Reserve;
|
|
(ii)
|
222,534,943 Equity Shares are allotted as fully paid-up by conversion of Debentures/ Loans into Equity Shares (including 9,798,327 Equity Shares on conversion of loans of erstwhile SCICI Ltd.)
|
|
(iii)
|
69,184,024 Equity Shares are allotted as fully paid-up towards consideration for amalgamation of erstwhile SCICI Ltd. with ICICI.
|
|
(iv)
|
2,395,205 Equity Shares are allotted as fully paid-up towards consideration for amalgamation of erstwhile ITC Classic Finance Limited with ICICI.
|
|
(v)
|
1,657,061 Equity Shares are allotted fully paid-up towards consideration for amalgamation of erstwhile Anagram Finance Limited with ICICI.
|
|
(vi)
|
256,414,285 (including 96,700,000 Equity Shares represented by Global Depositary Receipts which were converted into American Depositary Shares) Equity Shares are allotted as fully paid-up represented by American Depositary Shares through an international offering in US Dollars.
|
|
(b)
|
The share capital of ICICI Capital as of September 30, 2001 is as under:
|
AUTHORIZED
|
(IN RUPEES)
|
5,000,000 Equity Shares of Rs. 10/- each
|
5,00,00,000
|
ISSUED, SUBSCRIBED AND PAID-UP
|
|
5,000,000 Equity Shares of Rs. 10/- each fully paid-up
|
5,00,00,000
|
|
(c)
|
The share capital of ICICI PFS as of September 30, 2001 is as under:
|
AUTHORIZED
|
(IN RUPEES)
|
150,000,000 Equity Shares of Rs. 10/- each
|
150,00,00,000
|
ISSUED, SUBSCRIBED AND PAID-UP
|
|
5,000,000 Equity Shares of Rs. 10/- each
|
5,00,00,000
|
|
(d)
|
The share capital of the Transferee Company as of September 30, 2001 is as under:
|
AUTHORIZED
|
(IN RUPEES)
|
300,000,000 Equity Shares of Rs. 10/- each
|
300,00,00,000
|
ISSUED, SUBSCRIBED AND PAID-UP
|
|
220,358,680 Equity Shares of Rs. 10/- each fully paid-up
|
220,35,86,800
|
Of the above –
|
|
23,539,800 Equity Shares are allotted as fully paid-up towards consideration
for amalgamation of erstwhile Bank of Madura Limited with the ICICI Bank.
|
4.
|
Upon the coming into effect of this Scheme and with effect from the Appointed Date and subject to the provisions of this Scheme:
|
|
(a)
|
The Undertaking of the Transferor Companies shall, pursuant to the provisions of Section 394(2) of the Act, without any further act, instrument or deed, be and stand transferred to and vested in or be deemed to have been transferred to and vested in the Transferee Company as a going concern so as to become as and from the Appointed Date, the estate, assets, rights, title, interest and authorities of the Transferee Company.
|
|
(b)
|
Without prejudice to sub-clause (a) above, in respect of such of the assets of the Undertaking as are movable in nature or are otherwise capable of transfer by manual delivery or by endorsement and/or delivery, the same may be so transferred by the Transferor Companies, and shall, upon such transfer, become the property, estate, assets, rights, title, interest and authorities of the Transferee Company.
|
|
(c)
|
All the licenses, permits, quotas, approvals, incentives, subsidies, rights, claims, leases, tenancy rights, liberties, rehabilitation schemes, special status and other benefits or privileges enjoyed or conferred upon or held or availed of by and all rights and benefits that have accrued to the Transferor Companies shall, pursuant to the provisions of Section 394(2) of the Act, without any further act, instrument or deed, be and stand transferred to and vest in or be deemed to be transferred to and vested in and be available to the Transferee Company so as to become as and from the Appointed Date the estates, assets, rights, title, interests and authorities of the Transferee Company and shall remain valid, effective and enforceable on the same terms and conditions to the extent permissible under law.
|
|
(d)
|
All assets, estate, rights, title, interest, licenses and authorities acquired by or quotas, approvals, incentives, subsidies, rights, claims, leases, tenancy rights, liberties, rehabilitation schemes, special status and other benefits or privileges enjoyed or conferred upon or held or availed of by and/or all rights and benefits that have accrued to the Transferor Companies after the Appointed Date and prior to the Effective Date in connection or in relation to the operation of the Undertaking shall, pursuant to the provisions of Section 394(2) of the Act, without any further act, instrument or deed, be and stand transferred to and vested or deemed to be transferred to and vested in the Transferee Company.
|
|
(e)
|
Such of the shares which have been pledged in favour of one or more of the Transferor Companies (the “Pledged Shares”), whether in their own name or as an agent or trustee, by third parties by way of security under the terms of the relevant agreements, documents and/or arrangements (collectively the “Pledge Documents”), shall, without any further act, instrument or deed be and stand transferred to ICICI Trusteeship Services Limited, a company incorporated under the Companies Act, 1956 and having its registered office at ICICI Towers, Bandra-Kurla Complex, Mumbai 400 051, Maharashtra, who shall hold the Pledged Shares on trust as a trustee exclusively for the benefit of the persons for whose benefit the pledge has been created (ICICI Trusteeship Services Limited is hereinafter referred to as the “Security Trustee”), and all the rights, benefits and obligations of such Transferor Company as pledgee, agent or trustee under the Pledge Documents shall be and stand transferred to and vested in the Security Trustee, and the Pledge Documents shall continue to be in full force and effect and may be enforced as fully and effectually as if, instead of such Transferor Company, the Security Trustee had been a party thereto. The Security Trustee shall hold the Pledged Shares in trust for the benefit of the persons for whose benefit the pledge has been created and exercise all powers, trusts, authorities, duties and discretions as are specifically vested in the Security Trustee under the Pledge Documents and such other rights, powers and discretions as are reasonably incidental thereto, on and subject to the instructions and directions issued by the person for whose benefit the pledge has been created from time to time.
|
|
Upon the coming into effect of this Scheme and with effect from the Appointed Date:
|
|
(a)
|
All debts, including rupee and foreign currency loans, term deposits, time and demand liabilities, borrowings, bills payable, interest accrued and all other duties, liabilities, undertakings and obligations of the Transferor Companies (the “Liabilities”) shall, pursuant to the provisions of Section 394(2) of the Act, without any further act, instrument or deed be and stand transferred to and vested in or be deemed to stand transferred to and vested in, the Transferee Company so as to become the Liabilities of the Transferee Company, and further that it shall not be necessary to obtain the consent of any person who is a party to any contract or arrangement by virtue of which such Liabilities have arisen in order to give effect to the provisions of this Clause.
|
|
(b)
|
In case of such of the Liabilities or the documents governing such of the Liabilities where there is an obligation on one or more of the Transferor Companies to maintain any privilege or status specifically conferred by any statute or regulation, such obligation and related consequences thereof shall cease to be operative against the Transferee Company, and the relevant terms of the documents governing such Liabilities shall, without any further act, instrument or deed, stand modified accordingly.
|
|
(c)
|
All public deposits, debentures or bonds of the Transferor Companies shall be kept distinctly identified in the records of the Transferee Company for all intents and purposes including taxation and accounting and shall not be combined with any existing outstanding deposit scheme or series of debentures or bonds of the Transferee Company.
|
|
(d)
|
(i)
|
All debentures, bonds, notes or other securities of the Transferor Companies, whether convertible into equity or otherwise, (the “Transferor Companies’ Securities”), shall, pursuant to the provisions of Section 394(2) of the Act, without any further act, instrument or deed become securities of the Transferee Company and all rights, powers, duties and obligations in relation thereto shall be and stand transferred to and vested in or deemed to be transferred to and vested in and shall be exercised by or against the Transferee Company as if it were the Transferor Company in respect of the Transferor Companies’ Securities so transferred. If the Transferor Companies’ Securities are listed on any stock exchange, the same shall, subject to applicable regulations, be listed and/or admitted to trading on the relevant stock exchange/s whether in India or abroad, where the Transferor Companies’ Securities were listed and/or admitted to trading on the same terms and conditions unless otherwise modified in accordance with the provisions hereof.
|
|
(ii)
|
Loans and other obligations (including any guarantees, letters of credit, letters of comfort or any other instrument or arrangement which may give rise to a contingent liability in whatever form), if any, due or which may at any time in future become due between or amongst the Transferor Companies and the Transferee Company shall stand discharged and there shall be no liability in that behalf on either party. Provided however, security over any moveable and/or immoveable properties and security in any other form (both present and future), if any, created by any person in favour of any one or more of the Transferor Companies for securing the obligation of the persons for and on whose behalf a guarantee, letter of credit, letter of comfort or other similar instrument has been executed or arrangements entered into by the Transferor Companies in favour of the Transferee Company shall, pursuant to the provisions of Section 394(2) of the Act, without any further act, instrument or deed stand vested in and be deemed to be in favour of the Transferee Company and the benefit of such security shall be available to the Transferee Company as if such security was ab initio created in favour of the Transferee Company.
|
|
(iii)
|
Any securities, debentures or notes, if any, issued by any one or more of the Transferor Companies, and held by the Transferee Company, and vice versa shall, unless sold or transferred by such Transferor Company or the Transferee Company, as the case may be, at any time prior to the Appointed Date or the Effective Date (whichever is later), stand cancelled as on the Effective Date, and shall be of no effect and such Transferor Company or the Transferee Company, as the case may be, shall have no further obligation outstanding in that behalf.
|
|
(iv)
|
Without prejudice to the provisions of clause (d) (ii) above, the guarantees, letters of credit, letters of comfort and other similar arrangements, if any, given or executed or made by ICICI in favour of, for the benefit of and on behalf of, ICICI Capital and/or ICICI PFS in favour of any person shall stand discharged.
|
|
(e)
|
If the Effective Date occurs after the Appointed Date, the following provisions shall apply:
|
|
(i)
|
where any of the liabilities and obligations of the Transferor Companies as on the Appointed Date transferred to the Transferee Company have been discharged by the Transferor Companies after the Appointed Date and prior to the Effective Date, such discharge shall be deemed to have been for and on account of the Transferee Company;
|
|
(ii)
|
all loans raised and utilized and all debts, duties, undertakings, liabilities and obligations incurred or undertaken by the Transferor Companies in relation to or in connection with the Undertaking after the Appointed Date and prior to the Effective Date shall be deemed to have been raised, used, incurred or undertaken for and on behalf of the Transferee Company and to the extent they are outstanding on the Effective Date, shall, pursuant to the provisions of Section 394(2) of the Act, without any further act, instrument or deed be and stand transferred to or vested in or be deemed to be transferred to and vested in the Transferee Company and shall become the liabilities and obligations of the Transferee Company which shall meet, discharge and satisfy the same; and
|
|
(iii)
|
all estates, assets, rights, title, interests and authorities accrued to and/or acquired by the Transferor Companies in relation to or in connection with the Undertaking after the Appointed Date and prior to the Effective Date shall have been deemed to have been accrued to and/or acquired for and on behalf of the Transferee Company and shall, pursuant to the provisions of Section 394(2) of the Act, without any further act, instrument or deed be and stand transferred to or vested in
|
6.
|
If the Effective Date occurs after the Appointed Date:
|
|
(a)
|
each of the Transferor Companies with effect from the Appointed Date and upto and including the Effective Date:
|
|
(i)
|
shall carry on and shall be deemed to have carried on all the business and activities as hitherto and shall hold and stand possessed of and shall be deemed to have held and stood possessed of the Undertaking on account of, end in trust for, the Transferee Company; and
|
|
(ii)
|
all the profits or incomes accruing or arising to the Transferor Companies, or expenditure or losses arising or incurred (including the effect of taxes, if any, thereon) by the Transferor Companies shall, for all purposes, be treated and be deemed to be and accrue as the profits or incomes or expenditure or losses or taxes of the Transferee Company, as the case may be.
|
|
(b)
|
each of the Transferor Companies with effect from the Appointed Date and upto and including the Effective Date shall carry on its business and activities with reasonable diligence and business prudence and shall not undertake financial commitments either for itself or on behalf of its subsidiaries or group companies or any third party, or sell, transfer, alienate, charge, mortgage or encumber the Undertaking or any part thereof, save and except in each case in the following circumstances:
|
|
(i)
|
if the same is in its ordinary course of business as carried on by it as on the date of filing of this Scheme with the High Court of Judicature at Bombay and the High Court of Gujarat at Ahmedabad; or
|
|
(ii)
|
if the same is expressly permitted by this Scheme; or
|
|
(iii)
|
if prior written consent of the Transferee Company has been obtained.
|
|
(c)
|
the Transferee Company with effect from the Appointed Date and upto and including the Effective Date shall carry on its business and activities with reasonable diligence and business prudence and shall not undertake financial commitments either for itself or on behalf of its subsidiaries or group companies or any third party, or sell, transfer, alienate, charge, mortgage or encumber its undertaking or any part thereof, save and except in each case in the following circumstances:
|
|
(i)
|
if the same is in its ordinary course of business as carried on by it as on the date of filing this Scheme with the High Court of Judicature at Bombay and the High Court of Gujarat at Ahmedabad; or
|
|
(ii)
|
if the same is expressly permitted by this Scheme; or
|
|
(iii)
|
if prior written consent of each of the Transferor Companies has been obtained.
|
|
7.
|
(a)
|
The Board of Directors of ICICI and the Transferee Company have jointly constituted a committee in the manner described in sub-clause (b) below (the “Joint Committee”) to perform the functions specified in sub-clause (c) below from the date of filing of this Scheme with the High Court of Judicature at Bombay and the High Court of Gujarat at Ahmedabad until the Effective Date.
|
|
(b)
|
The constitution of the Joint Committee shall be as mentioned hereinbelow:
|
|
(i)
|
Shri K. V. Kamath (Managing Director and Chief Executive Officer, ICICI), as the Chairman of the Joint Committee;
|
|
(ii)
|
Shri H. N. Sinor (Managing Director and Chief Executive Officer, ICICI Bank), as a member of the Joint Committee;
|
|
(iii)
|
Shri K. V. Kamath shall have the power and authority to appoint such additional members of the Joint Committee, as may be necessary, from amongst the whole time Directors and/or employees of ICICI;
|
|
(iv)
|
Shri H. N. Sinor shall have the power and authority to appoint such additional members of the Joint Committee, as may be necessary, from amongst the whole time Directors and/or employees of ICICI Bank.
|
|
(c)
|
From the date of filing of this Scheme with the High Court of Judicature at Bombay and the High Court of Gujarat at Ahmedabad and until the Effective Date, the Joint Committee shall perform the following functions:
|
|
(i)
|
in case of any ambiguity or any question as to whether any matter is within or outside the ordinary course of the business of the Transferor Companies and/or the Transferee Company, it shall determine the same on the basis of evidence that it may deem relevant for the purpose (including the books and records of the Transferor Companies and/or the Transferee Company);
|
|
(ii)
|
to consider for approval the matters pertaining to the share capital of the Transferor Companies and/or the Transferee Company as specified in Clause 9 below;
|
|
(iii)
|
to deal with the matters, if any, in relation to change in the employees’ compensation structure of the Transferor Companies and the Transferee Company and matters incidental or consequential or related thereto; and
|
|
(iv)
|
to perform such other functions specifically provided elsewhere in this Scheme or as may be specifically conferred on it by the Boards of Directors of ICICI and the Transferee Company respectively.
|
|
(d)
|
Unless otherwise agreed to between Shri K. V. Kamath and Shri H. N. Sinor, the quorum for meetings of the Joint Committee shall be two (2). The Joint Committee shall meet at such times and places, and shall observe and follow such rules and procedure formulated by the Joint Committee, from time to time, in regard to the transaction of business at its meetings. The Chairman of the Joint Committee or, if for any reason, the Chairman is unable to attend a meeting of the Joint Committee, any other member elected by the members present from amongst themselves at the meeting shall preside at such meeting. All matters shall be decided by the Joint Committee by a majority vote of the members present and voting at the meeting, and in the event of an equality of votes, the Chairman or in his absence, the person presiding, shall have the second or casting vote. If, however, without convening a meeting of the members of the Joint Committee any matter is decided by the Joint Committee wherein the consent or approval of the majority of the members of the Joint Committee is obtained by letter or letters or any instrument signed by such members of the Joint Committee then such letter or letters or instrument shall constitute a resolution passed or decision taken at the meeting of the Joint Committee duly convened and held and shall have the effect accordingly. All decisions of the Joint Committee determined as aforesaid shall be binding on the Transferor Companies and the Transferee Company.
|
8.
|
ICICI may, on the Appointed Date, transfer all the shares of the Transferee Company held by it on such date (the “ICICI Bank Shares”) to an individual trustee or a board of trustees (including the survivors or survivor of any of the trustees comprising such board of trustees) or a corporate trustee (hereinafter referred to as the “Trustees”), to have and to hold the ICICI Bank Shares in trust together with all additions or accretions thereto upon trust exclusively for the benefit of ICICI and its successor subject to the powers, provisions, discretions, rights and agreements contained in the instrument (the “Trust Deed”)’establishing the aforesaid trust (the “Trust”). The Trustees shall not exercise any voting rights with respect to ICICI Bank Shares. It is proposed that the Trustee shall, within a period of 24 months from the Effective Date subject however to the prevailing market conditions (in which case, the said period may be suitably extended in the discretion of the Trustees), sell, transfer or dispose of the ICICI Bank Shares at such time or times and in such manner as may be proper in accordance with provisions of the Trust Deed and shall remit the proceeds thereof to ICICI or its successor and consequent thereto all obligations of the Trustees under the Trust Deed shall stand discharged and the trust shall stand terminated.
|
9.
|
(a)
|
From the date of filing of this Scheme with the High Court of Judicature at Bombay and the High Court of Gujarat at Ahmedabad and upto and including the Effective Date, none of the Transferor Companies and/or the Transferee Company shall make any change in its capital structure in any manner either by any increase (including by way of issue of equity and/or preference shares on a rights basis or by way of a public issue, bonus shares and/or convertible debentures or otherwise), decrease, reduction, reclassification, sub-division, consolidation, re-organisation, or in any other manner which may, in any way, affect the Share Exchange Ratio (as defined in Clause 13 below), except with the prior approval of the Joint Committee provided that nothing contained in this sub-clause shall be deemed to affect any pre-existing obligations of any of the Transferor Companies and/or the Transferee Company, including in respect of the issue of further employees’ stock options, vesting of stock options or exercise of vested options under any existing scheme or conversion of any loan or convertible security into equity shares
|
|
(b)
|
(i)
|
In respect of the stock options granted by ICICI under the employees’ stock options scheme to its directors and employees and employees of ICICI Capital or ICICI PFS or any other subsidiary or associate company of ICICI which have not yet been exercised and are outstanding (“ICICI Stock Options”), the said directors and employees shall, in lieu of the options held by them in ICICI, receive such number of options in the Transferee Company determined in accordance with the Share Exchange Ratio (as defined in Clause 13 below). The exercise price of the options received by the aforesaid directors and employees in lieu of the ICICI Stock Options shall be twice the price payable by the said directors and employees for the exercise of the ICICI Stock Options. All other terms and conditions in relation to the options aforesaid shall be similar to those contained in the employees stock option scheme of the Transferee Company.
|
|
(ii)
|
Upon the coming into effect of this Scheme, Section IV Part I of the employees’ stock options scheme of the Transferee Company shall stand amended in the following manner:
|
10.
|
Upon the coming into effect of this Scheme:
|
|
(a)
|
all suits, actions and legal and other proceedings by or against the Transferor Companies pending and/or arising on or before the Appointed Date or the Effective Date (whichever is later) shall be transferred in the name of the Transferee Company and shall be continued and be enforced by or against the Transferee Company as effectually and in the same manner and to the same extent as if the same had been pending and/or arisen by or against the Transferee Company.
|
|
(b)
|
the Transferee Company shall be notified as the ‘designated person’ under the provisions of Section 16 read with Section 2(d) of the Shipping Development Fund Committee (Abolition) Act, 1986 and all suits, actions and legal and other proceedings by or against ICICI in its capacity as such ‘designated person’ pending and/or arising on or before the Appointed Date or the Effective Date (whichever is later) shall be transferred in the name of the Transferee Company and shall be continued and be enforced by or against the Transferee Company as effectually and in the same manner and to the same extent as if the Transferee Company had originally been notified as the ‘designated person’ in that behalf and as if the same had been pending and/or arisen by or against the Transferee Company.
|
11.
|
(a)
|
Upon the coming into effect of this Scheme, and subject to the provisions of this Scheme, all contracts, deeds, bonds, agreements, arrangements and other instruments (including all tenancies, leases, licenses and other assurances in favour of any of the Transferor Companies or powers or authorities granted by or to any of them) of whatsoever nature to which any of the Transferor Companies is a party or to the benefit of which any of the Transferor Companies may be eligible, and which are subsisting or having effect immediately before the Appointed Date or the Effective Date (whichever is later), shall, without any further act, instrument or deed, be in full force and effect in favour of or against the Transferee Company, as the case may be, and may be enforced as fully and effectually as if, instead of such Transferor Company, the Transferee Company had been a party or beneficiary or obligee thereto.
|
|
(b)
|
The Transferee Company may, at any time after the coming into effect of this Scheme in accordance with the provisions hereof, if so required, under any law or otherwise, execute deeds of confirmation in favour of any party to any contract or arrangement to which any of the Transferor Companies is a party or any writings as may be necessary to be executed in order to give formal effect to the above provisions. The Transferee Company shall be deemed to be authorized to execute any such writings on behalf of the Transferor Companies and to carry out or perform all formalities or compliances required for the purposes referred to above on the part of the Transferor Companies.
|
12.
|
Upon the coming into effect of this Scheme:
|
|
(a)
|
the employees of the Transferor Companies who are in service on the Appointed Date or the Effective Date (whichever is later), shall become the employees solely of the Transferee Company on such date without any break or interruption in service and on terms and conditions as to remuneration not less favourable than those subsisting with reference to the respective Transferor Companies on the said date.
|
|
(b)
|
the existing provident fund, gratuity fund, and pension and/or superannuation fund or trusts created by the Transferor Companies or any other special funds created or existing for the benefit of the employees of the Transferor Companies shall be transferred to the relevant funds of the Transferee Company. In the event that the Transferee Company does not have its own fund with respect to any such matters, the Transferee Company shall create its own funds to which the contributions pertaining to the employees of Transferor Companies shall be transferred.
|
13.
|
(a)
|
Upon the coming into effect of this Scheme, and in consideration of the transfer of and vesting of the Undertaking and the Liabilities of the Transferor Companies in the Transferee Company in terms of this Scheme, the Transferee Company shall without any further application, act, instrument or deed, issue and allot to the equity shareholders of ICICI whose names are recorded in the Register of Members of ICICI (the “Members”), on a date (hereinafter referred to as the “Record Date”) to be fixed by the Board of Directors of the Transferee Company or a committee of such Board of Directors, equity shares of Rs. 10/- (Rupees ten only) each, credited as fully paid up, in the ratio of 1 (one) equity share of the face value of Rs. 10/- (Rupees ten only) each in the Transferee Company for every 2 (two) equity shares of the face value of Rs. 10/- (Rupees ten only) each held in ICICI.
|
|
(b)
|
The share certificates in relation to the shares held by the said Members in ICICI (and the ADRs that have been issued representing the underlying shares in ICICI) shall be deemed to have been automatically cancelled and be of no effect on and from such Record Date, without any further act, instrument or deed. In so far as the issue of shares pursuant to sub-clause (a) above is concerned, each of the said Members of ICICI, shall have the option, exercisable by notice in writing by the said Members to the Transferee Company on or before such date as may be determined by the Board of Directors of the Transferee Company or a committee of such Board of Directors, to receive either in certificate form or in dematerialised form, the shares of the Transferee Company in lieu thereof and in terms hereof. In the event that such notice has not been received by the Transferee Company in respect of any of the said Members, the shares of the Transferee Company shall be issued to such Members in certificate form. Those of the said Members exercising the option to receive the shares in dematerialised form shall be required to have an account with a depository participant and shall provide details thereof and such other confirmations as may be required. It is only thereupon that the Transferee Company shall issue and directly credit the demat/dematerialised securities account of such Member with the shares of the Transferee Company,
|
|
(c)
|
No shares shall be issued by the Transferee Company pursuant to the amalgamation of ICICI Capital and ICICI PFS, both of which are wholly owned subsidiaries of ICICI.
|
|
(d)
|
In respect of equity shares of ICICI where calls are in arrears, without prejudice to any remedies that ICICI or the Transferee Company, as the case may be, shall have in this behalf, the Transferee Company shall not be bound to issue any shares of the Transferee Company (whether partly paid or otherwise) nor to confirm any entitlement to such holder until such time as the calls-in-arrears are paid.
|
|
(e)
|
Upon the coming into effect of this Scheme, the Transferee Company shall issue to the holders of 0.001% preference shares of Rs 1,00,00,000/- each fully paid-up (the “Preference Shares”) of ICICI one 0.001% preference share of Rs. 1,00,00,000/- fully paid in lieu of every Preference Share on the same terms and conditions subject to the approval of the Reserve Bank of India and issue of notification and/or grant of permission for issuance of such preference shares, and/or amendment of the Banking Regulation Act, 1949. Provided however, in case such approval and/or grant of permission and/or amendment is not forthcoming ICICI will make alternate arrangements for accounting for the Preference Shares. The Preference Shares of ICICI shall stand cancelled upon the issuance of the preference shares
|
14.
|
No fractional certificates shall be issued by the Transferee Company in respect of fractional entitlements, if any, to any Member. The Board of Directors of the Transferee Company shall, instead consolidate all such fractional entitlements and thereupon issue and allot equity shares in lieu thereof to the Trust or a director or an officer of the Transferee Company or such other person as the Transferee Company shall appoint in this behalf who shall hold the shares in trust on behalf of the Members entitled to fractional entitlements with the express understanding that such Trust, director(s) or officer(s) or person shall sell the same in the market at such time or times and at such price or prices in the market and to such person or persons, as it/he/they deem fit and pay to the Transferee Company, the net sale proceeds thereof, whereupon the Transferee Company shall distribute such net sale proceeds to the Members of ICICI in proportion to their respective fractional entitlements.
|
15.
|
Equity shares issued and allotted by the Transferee Company in terms of Clause 13 shall be subject to the provisions of the Articles of Association of the Transferee Company and shall rank pari passu in all respects with the then existing equity shares of the Transferee Company, including in respect of dividends, if any, that may be declared by the Transferee Company, on or after the Appointed Date.
|
16.
|
Equity shares of the Transferee Company issued in terms of Clause 13 above, shall, subject to applicable regulations, be listed or admitted to trading on the relevant stock exchange/s, whether in India or abroad, where the equity shares of the Transferee Company are presently listed or admitted to trading.
|
17.
|
(a)
|
Upon the coming into effect of this Scheme and the issue of shares in the Share Exchange Ratio, pursuant to Clause 13 above, the Transferee Company shall instruct its depositary (the “Depositary”) to issue ADRs of the Transferee Company to the existing investors in ADRs of ICICI in an appropriate manner in accordance with the terms of the Deposit Agreement entered into amongst the Transferee Company, Bankers Trust Company and all registered holders and beneficial owners from time to time of the ADRs of the Transferee Company (the “Deposit Agreement”). The Transferee Company and the Depositary shall enter into such further documents as may be necessary and appropriate in this behalf.
|
|
(b)
|
The Transferee Company shall take necessary steps for the issue of ADRs pursuant to Clause 17(a) above and for listing the ADRs on the New York Stock Exchange, including without limitation the filing of a supplemental listing application with the New York Stock Exchange and any required amendment of the Form F-6 under the Securities Act of 1933, as amended, of the United States of America (the “Securities Act”):
|
|
(c)
|
The ADRs issued to the existing investors in the ADRs of ICICI pursuant to Clause 17(a) above shall be similar in all material respects with the then existing ADRs of the Transferee Company.
|
|
(d)
|
The equity shares underlying the ADRs issued to the existing investors in the ADRs of ICICI shall not be registered under Securities Act in reliance upon the exemption from registration contained in Section 3(a)(10) of the Securities Act, and upon a no-action letter issued by the staff of the US Securities and Exchange Commission. To obtain this exemption, the Transferee Company will rely on the approval of the Scheme by the High Court of Judicarure at Bombay and the High Court of Gujarat at Ahmedabad following the hearing by each court.
|
|
(e)
|
If, on account of the Share Exchange Ratio, fractional ADRs of the Transferee Company have to be issued, then, in accordance with Section 4.03 of the Deposit Agreement, in lieu of delivering receipts for fractional ADRs the Depository may, in its discretion, sell the shares represented by the aggregate of such fractions, at public or private sale, at such place or places and at such price or prices as it may deem proper, and distribute the net proceeds of any such sale in accordance with the terms of the Deposit Agreement.
|
18.
|
(a)
|
The Transferor Companies and the Transferee Company shall be entitled to declare and pay dividends, whether interim or final to their respective equity shareholders in respect of the accounting period prior to the Appointed Date. Provided that any such declaration after the Appointed Date and prior to the Effective Date shall be made with the prior approval of the Board of Directors of the Transferor Companies and the Transferee Company.
|
|
(b)
|
Until the coming into effect of this Scheme, the holder of equity shares of the Transferor Companies and the Transferee Company shall, save as expressly provided otherwise in this Scheme, continue to enjoy their existing rights under their respective articles of association including the right to receive dividends.
|
|
(c)
|
It is clarified that the aforesaid provisions in respect of declaration of dividends, whether interim or final, are enabling provisions only and shall not be deemed to confer any right on any member of any of the Transferor Companies and/or the Transferee Company to demand or claim any dividends which, subject to the provisions of the Act, shall be entirely at the discretion of the respective Boards of Directors of the Transferor Companies and the Transferee Company and subject, wherever necessary, to the approval of the shareholders of the Transferor Companies and the Transferee Company, respectively.
|
19.
|
(a)
|
Upon the coming into effect of this Scheme and with effect from the Appointed Date, for the purpose of accounting for and dealing with the value of the assets and liabilities of ICICI in the books of the Transferee Company, the fair value of the assets (after deducting such provisions as are outstanding in the books of ICICI on the date immediately preceding the Appointed Date in respect of any asset or class of assets) and liabilities shall be determined on the Appointed Date to the satisfaction of the Transferee Company.
|
|
(b)
|
Upon the coming into effect of the Scheme and with effect from the Appointed Date:
|
|
(i)
|
If the fair value of any class of assets of ICICI determined in accordance with sub-clause (a) above is less than the value of such class of assets appearing in the books of ICICI immediately prior to the Appointed Date, the assets shall be accounted for and dealt with in the books of the Transferee Company at the value appearing in the books of ICICI on the date immediately preceding the Appointed Date and a provision equal to the difference between the value appearing in the books of ICICI and the fair value determined in accordance with sub-clause (a) above shall be made in the books of the Transferee Company.
|
|
(ii)
|
If the fair value of any class of assets of ICICI determined in accordance with sub-clause (a) above is greater than the value of such class of assets appearing in the books of ICICI immediately prior to the Appointed Date, the assets shall be accounted for and dealt with in the books of the Transferee Company at the fair value.
|
|
(iii)
|
Provisions outstanding in the books of ICICI on the date immediately preceding the Appointed Date in respect of any asset or class of assets shall be accounted for and dealt with in the books of the Transferee Company as provisions against the assets or class of assets against which such provisions were held in the books of ICICI on the date immediately preceding the Appointed Date.
|
|
(iv)
|
The liabilities of ICICI shall be accounted for and dealt with in the books of the Transferee Company at the fair value determined in accordance with sub-clause (a) above.
|
|
(c)
|
The excess of the fair value of the net assets of ICICI over the paid-up value of the shares to be issued and allotted pursuant to the terms of Clause 13, shall be accounted for and dealt with in the books of the Transferee Company as follows:
|
|
(i)
|
The balance in “Special Reserve Account’’ of ICICI shall continue to be designated as Special Reserve Account in the books of the Transferee Company;
|
|
(ii)
|
The balance in “Debenture Redemption Reserve Account” of ICICI shall continue to be designated as a Debenture Redemption Reserve Account in the books of the Transferee Company;
|
|
(iii)
|
The aggregate balance in “Capital Reserve Account”, “Capital Redemption Reserve Account”, “Share Premium Account”, “General Reserve Account”, “Profit and Loss Account” and any other account included in reserves and surplus of ICICI on the date immediately preceding the Appointed Date shall be reduced by the provisions created in accordance with sub-clause (b)(i) above and such further adjustments as may be deemed necessary including such adjustments as may be required to ensure the uniform application of accounting standards and policies adopted by the Transferee Company and the net balance thereof shall be credited by the Transferee Company to its General Reserve Account.
|
(d)
|
(i)
|
Upon the coming into effect of the Scheme and with effect from the Appointed Date, the assets and liabilities of ICICI Capital and ICICI PFS shall be accounted for and dealt with in the books of the Transferee Company at their fair values to be determined on the Appointed Date to the satisfaction of the Transferee Company.
|
|
(ii)
|
In determining the fair value of the assets and liabilities of ICICI Capital and ICICI PFS and making the necessary adjustments, the provisions of sub-clauses (a) to (c) above shall be applied mutatis mutandis to ICICI Capital and ICICI PFS.
|
|
(iii)
|
An amount equal to the net assets of ICICI Capital and ICICI PFS shall be credited by the Transferee Company to its General Reserve Account.
|
20.
|
Upon the coming into effect of this Scheme:
|
|
(a)
|
Clauses V of the Memorandum of Association of the Transferee Company shall, without any further act, instrument or deed, be and stand altered, modified and amended pursuant to Sections 94 and 394 and other applicable provisions of the Act in the manner set forth in Schedule I hereto.
|
|
(b)
|
The Articles of Association of the Transferee Company shall, without any further act, instrument or deed, be and stand altered, modified and amended pursuant to Sections 31 and 394 and other applicable provisions of the Act in the manner set forth in Schedule II hereto.
|
21.
|
Upon the coming into effect of this Scheme, the Board of Directors of the Transferee Company shall be reconstituted in accordance with the provisions of the Act and the Banking Regulation Act, 1949. Provided that, subject to the approval of the Reserve Bank of India, the maximum number of Directors on the Board of Directors shall be increased to 21 (exclusive of the nominee director appointed by the Government of India and the director as may be nominated pursuant to the trust documents in relation to the issue of debentures or bonds of the Transferee Company and/or the Transferor Companies).
|
22.
|
Upon the coming into effect of this Scheme, the borrowing limits of the Transferee Company in terms of Section 293(1)(d) of the said Act, shall without further act, instrument or deed stand enhanced by an amount aggregating to Rs.100,550 crore being the aggregate borrowing limits of the Transferor Companies, such limits being incremental to the existing limits of the Transferee Company.
|
23.
|
The Transferor Companies shall with all reasonable despatch, make applications/petitions under Sections 391 and 394 and other applicable provisions of the Act to the High Court of Judicature at Bombay for sanctioning of this Scheme and for dissolution of the Transferor Companies without winding up under the provisions of law, and obtain all approvals as may be required under law. Upon coming into effect of this Scheme, the Transferor Companies shall, without any further act, deed, or instrument, be dissolved without winding-up.
|
24.
|
The Transferee Company shall also with all reasonable despatch, make applications/petitions under Sections 391 and 394 and other applicable provisions of the Act to the High Court of Gujarat at Ahmedabad for sanctioning of this Scheme under the provisions of law, and obtain all approvals as may be required under law.
|
25.
|
(a)
|
The Transferor Companies and the Transferee Company may assent from time to time on behalf of all persons concerned to any modifications or amendments or additions to this Scheme or to any conditions or limitations which either the Boards of Directors of any of the Transferor Companies and the Transferee Company deem fit, or which the High Court of Judicature at Bombay and/or the High Court of Gujarat at Ahmedabad and/or any other authorities (including the Reserve Bank of India) under law may deem fit to approve of or impose and which the Transferor Companies and the Transferee Company may in their discretion deem fit and to resolve all doubts or difficulties that may arise in carrying out and implementing this Scheme and to do, authorise and execute all acts, instruments, deeds, matters and things necessary, or to review the position relating to the satisfaction of the conditions to this Scheme and if necessary, to waive any of those (to the extent permissible under law) for bringing this Scheme into effect. In the event of any of the conditions that may be imposed by the Courts or other authorities (including the Reserve Bank of India) which the Transferor Companies or the Transferee Company may find unacceptable for any reason, then the Transferor Companies and the Transferee Company are at liberty to withdraw the Scheme. The aforesaid powers of the Transferor Companies and the Transferee Company may be exercised by their respective Boards of Directors, a committee or committees of the concerned Board of Directors or any director authorised in that behalf by the concerned Board of Directors (hereinafter referred to as the “delegates”).
|
|
(b)
|
For the purpose of giving effect to this Scheme or to any modifications or amendments thereof or additions thereto, the delegate of the Transferor Companies and Transferee Company may give and are authorised to determine and give all such directions as are necessary including directions for settling or removing any question of doubt or difficulty that may arise and such determination or directions, as the case may be, shall be binding on all parties, in the same manner as if the same were specifically incorporated in this Scheme.
|
|
(c)
|
In the event of there being any pending share transfers, whether lodged or outstanding, of any shareholder of ICICI, the Board of Directors or any committee thereof of ICICI shall be empowered in appropriate cases, even subsequent to the Record Date to effectuate such a transfer in ICICI as if such changes in registered holder were operative as on the Record Date, in order to remove any difficulties arising to the transferor or the transferee of the share in the Transferee Company and in relation to the new shares after the Scheme becomes effective.
|
26.
|
This Scheme is conditional upon and subject to:
|
|
(a)
|
the Scheme being agreed to by the requisite majorities of the members of the Transferor Companies and the Transferee Company as required under the Act and the requisite orders of the High Court of Judicature at Bombay and the High Court of Gujarat at Ahmedabad referred to in Clauses 23 and 24 above being obtained;
|
|
(b)
|
the approval of the Reserve Bank of India being obtained;
|
|
(c)
|
such other sanctions and approvals including from any governmental authority or contracting party, if any, as may be required by law or contract in respect of the Scheme being obtained; and
|
|
(d)
|
the certified copies of the court orders referred to in this Scheme being filed with the Registrar of Companies, Maharashtra, and the Registrar of Companies, Gujarat.
|
27.
|
In the event of this Scheme not becoming effective by June 30, 2002 or by such later date as may be agreed to by the respective Boards of Directors of the Transferor Companies and the Transferee Company, this Scheme shall become null and void and in that event no rights and liabilities whatsoever shall accrue to or be incurred inter se by the parties or their shareholders or creditors or employees or any other person. In such case each company shall bear its own costs or as may be mutually agreed amongst themselves.
|
28.
|
All costs, charges and expenses, including any taxes and duties of the Transferor Companies and Transferee Company respectively in relation to or in connection with this Scheme and incidental to the completion of the amalgamation of the Transferor Companies in pursuance of this Scheme shall be borne and paid by ICICI.
|
1.
|
By deleting the definition of ICICI in Article 3.
|
2.
|
By deleting Article 5(a) and replacing it with the following :-
|
|
“5(a)
|
The Authorised Share Capital of the Company is Rs. 2,250,00,00,000 divided into 1,90,00,00,000 equity shares of Rs. 10/- each and 350 preference shares of Rs. 1 crore each.”
|
3.
|
By inserting the word ‘debentures’ in Article 10(a) after the word ‘shares’ and before the words ‘or other interest ....’.
|
4.
|
By inserting a new Article 80A as follows:
|
|
“The Company may purchase its own shares in the manner provided for in Section 77A of the Act.”
|
5.
|
By deleting Article 99(b) and replacing it with the following:
|
|
“99(b)
|
If there be no Chairman or if at any meeting he shall not be present within 15 minutes after the time appointed for holding such meeting, or is unwilling to act, the Managing Director shall be entitled to act as the Chairman of such meeting failing which the Non-Rotational Directors present may choose one of their number to act as Chairman of the meeting and in default of their doing so, the Members present shall choose one of (the Directors to take the Chair and if no Directors present be willing to take the Chair, the Members present shall choose one of their number to be the Chairman of the meeting.”
|
6.
|
By deleting Article 113 and replacing it with the following:
|
|
“113
|
(a)
|
on a show of hands, every Member present in person shall have one vote; and
|
|
(b)
|
on a poll, the voting rights of Members shall be as provided in Section 87 of the Act, but will be subject to the ceiling of ten per cent of the total voting rights or such other percentage as may be stipulated by Section 12(2) of the Banking Regulation Act.”
|
7.
|
By deleting Article 126 and replacing it with the following:
|
|
“126
|
Until otherwise determined by a General Meeting, the number of Directors shall not be less than three or more than 21 excluding the Government Director (referred to in Article 128A) and the Debenture Director (referred to in Article 129) (if any).”
|
8.
|
By deleting Article 128 and replacing it with the following:
|
|
“128
|
Not more than one-third of the total number of Directors shall be non-rotational Directors and, except for the Debenture Director and the Government Director, such non-rotational Directors (hereinafter referred to as the “Non-Rotational Directors”) shall be appointed by the Board of Directors of the Company. The remaining Directors shall be persons whose period of office is liable to determination by rotation and subject to the provisions of the Act shall be appointed by the Company in General Meeting.”
|
9.
|
By inserting a new Article 128A after the existing Article 128:
|
|
“128A (a)
|
During such time as the Guarantee Agreement dated March 14, 1955 or the Guarantee Agreement dated July 15, 1959 or the Guarantee Agreement dated October 28, 1960 or the Guarantee Agreement dated February 28, 1962, between the President of India and The International Bank for Reconstruction and Development shall remain in force the President of India shall have the right from time to time to appoint one person as a Director of the Company and to remove such person from office and on a vacancy being caused in such office from any cause whether by resignation, death, removal or otherwise to appoint a Director in the vacant place. The Company shall be entitled to agree with the President of India for the appointment of a Director of the Company by the President of India as contemplated by this Article in respect of any
|
10.
|
By inserting the following sentence at the end of Article 132 after the words “...or the Central Government”:
|
11.
|
By inserting a new Article 132A after the existing Article 132:
|
|
“132A
|
Subject to the provisions of Article 132in the case of a Government servant, the Directors may allow and pay to any Director who is not a bona fide resident of the place where a meeting is held and who shall come to such place for the purpose of attending a meeting such sum as the Directors may consider fair compensation for travelling, hotel and other expenses in addition to his remuneration as above specified and the Directors may from time to time fix the remuneration to be paid to any member or members of their body constituting a committee appointed by the Directors in terms of these presents and may pay the same.”
|
12.
|
By inserting a new Article 132B after the Article 132A:
|
|
“132B
|
Subject to the provisions of Article 132 in the case of a Government servant if any Director, being willing, shall be called upon to perform extra services or to make any special exertions in going out or residing at a particular place or otherwise for any of the purposes of the Company, the Company may remunerate such Director either by fixed sum or otherwise as may be determined by the Directors and such remuneration may be either in addition to or in substitution for his remuneration above provided.”
|
13.
|
By deleting Article 140(b)(iii)
|
14.
|
By deleting Article 142 and replacing it with the following:
|
|
“142
|
At every Annual General Meeting of the Company, one third of such Directors for the time being as arc liable to retire by rotation or if their number is not three or a multiple of three, then the number nearest to one-third shall retire from office. The Debenture Directors, the Government Directors and the Non-Rotational Directors, subject to Article 151, shall not be subject to retirement under this Article.”
|
15.
|
By deleting the words ‘‘nomination of ICICI Directors by ICICI” in Article 149(d) and replacing it with the words “appointment of the Non-Rotational Directors”.
|
16.
|
By inserting the words “or a Non-Rotational Director” instead of the words “or a Nominee Director” in Article 150(a).
|
17.
|
By deleting Article 151(a) and replacing it with the following:
|
|
“151(a)
|
Subject to the provisions of the said Acts and these presents, the Board of Directors of the Company shall be entitled to appoint from time to time, one or more of the Non-Rotational Directors to act as the Whole-time or Executive Chairman and Managing Director or Parttime Chairman or Whole-time Chairman (hereinafter referred to as the “Executive Chairman”) or a Managing Director or Managing Director(s) and/or Whole-time Director or Whole-time Director(s) of the Company (hereinafter referred to as the “Managing Director”) for such term not exceeding five years at a time as the Board of Directors may think fit to manage the affairs and business of the Company and may from time to time (subject to provisions of any contract between him and the Company) may remove or dismiss him or them from office and appoint another in his place.”
|
18.
|
By deleting Article 151(b).
|
19.
|
By deleting Article 151(c).
|
20.
|
By deleting the following paragraph in Article 155:
|
21.
|
By deleting Article 157 and replacing it with the following:
|
|
“157
|
The Directors may subject to the provisions of the Act delegate any of their powers to Committees consisting of Directors and/or such other person or persons as they think fit, and they may from time to time revoke and substitute such delegation. Any Committee so formed shall in the exercise of the powers so delegated, conform to any regulations that may from time to time be imposed on it by the Directors. All acts done by any such Committee in conformity with such regulations and in fulfilment of the purposes of its appointment but not otherwise, shall have the force and the effect as if done by the Board.”
|
22.
|
By deleting Article 159(a) and replacing it with the following:
|
|
“159(a)
|
All meetings of the Directors shall be presided over by the Chairman if present, but if at any meeting of Directors, the Chairman be not present, at the time appointed for holding the same, then and in that case the Managing Director shall be entitled to be the Chairman of such meeting, failing which the Board shall choose one of the Non-Rotational Directors then present to preside at the meeting.”
|
23.
|
By deleting Article 161(c).
|
BY THE ORDER OF THE COURT
|
|
/s/
|
|
JOINT REGISTRAR
|
|
This 17th day of April, 2002
|
|
/s/
|
|
SEALER
|
|
This 17th day of April, 2002
|
ORDER DRAWN BY
|
|
/s/
|
|
(Amarchand and Mangaldas and Suresh A. Shroff and Co.)
|
|
Advocates for the Petitioners.
|
|
Apartment 4B, Premchand House Annexe,
|
|
Old High Court Way,
|
|
Ashram Road,
|
|
Ahmedabad 380 009
|
Of
|
The Sangli Bank Limited
|
Transferor Bank
|
|
with
|
||
ICICI Bank Limited
|
Transferee Bank
|
1.
|
This Scheme of Amalgamation provides for the amalgamation of the Sangli Bank Limited, a company within the meaning of the Companies Act, 1956 (hereinafter referred to as the “Companies Act”) and licensed as a banking company under the provisions of the Banking Regulation Act, 1949 (hereinafter referred to as the “said Act”), having its Registered Office at Rajwada Chowk, Sangli 416 416, Maharashtra (hereinafter referred to as the “Transferor Bank”) with ICICI Bank Limited, a company incorporated under the provisions of the Companies Act and licensed as a banking company under the provisions of the said Act, having its Registered Office at Landmark, Race Course Circle, Vadodara 390 007, Gujarat (hereinafter referred to as the “Transferee Bank”), pursuant to Section 44A and other relevant provisions of the said Act and Reserve Bank of India’s guidelines for merger and amalgamation of private sector banks dated May 11, 2005 (hereinafter referred to as the “RBI Guidelines”).
|
2.
|
In this Scheme of Amalgamation, unless inconsistent with the subject or context, the following words or expressions shall have the following meaning:
|
|
(a)
|
‘Board of the Transferee Bank’ shall mean the Board of Directors of the Transferee Bank, any Committee/s constituted / that may be constituted by the Board of Directors of the Transferee Bank or any other person authorised / to be authorised by the Board or the Committee/s to exercise its powers including the powers in terms of this Scheme.
|
|
(b)
|
‘Board of the Transferor Bank’ shall mean the Board of Directors of the Transferor Bank, or any person authorised / to be authorised by the Board to exercise its powers including the powers in terms of this Scheme.
|
|
(c)
|
‘Effective Date’ shall mean the date on which Reserve Bank of India sanctions the Scheme of Amalgamation or such other date as may be specified by Reserve Bank of India by an order in writing passed in this behalf under the provisions of the said Act and RBI Guidelines. References in the Scheme of Amalgamation to the ‘coming into effect of the Scheme’ shall mean the Effective Date.
|
|
(d)
|
‘said assets’ or ‘the undertaking’ shall mean the entire undertaking, the entire business, all the properties (whether movable or immovable, tangible or intangible), assets, investments of all kinds including but not limited to securities, securitised assets, receivables and security receipts, all cash balances (including with Reserve Bank of India and other banks), money at call and short notice, loans, advances, contingent rights or benefits, reserves, provisions, funds, benefits of all agreements, lease and hire purchase contracts, benefit of any security arrangements, agreements, rights, contracts, entitlements, permits, licences including branch or other licences, quotas, approvals, consents, incentives, subsidies, rights, claims, leases, tenancy rights, liberties, rehabilitation schemes, special status, engagements, arrangements and all other privileges and benefits of every kind, nature and description whatsoever enjoyed or conferred upon or held or availed of by and all rights and benefits that have accrued to business, activities and operations of the Transferor Bank, authorities, allotments, approvals, reversions, buildings and structures, branches, offices and residential premises, tenancies, leases, licenses, fixed assets and other assets, powers, consents, registrations, agreements, contracts, engagements, arrangements of all kinds, rights, titles, interests, benefits and advantages of whatsoever nature and
|
|
(e)
|
‘said liabilities’ shall mean all debts, demand deposits, saving bank deposits, term deposits, certificate of deposits, time and demand liabilities, borrowings whether rupee or foreign currency, bills payable, interest accrued, statutory reserves, contingent liabilities including tax liabilities, and other liabilities, duties and undertakings and obligations of the Transferor Bank, whether or not disputed or the subject matter of any court, arbitration or other proceedings, as on the Effective Date.
|
|
(f)
|
‘the Scheme’ or ‘this Scheme’ shall mean the Scheme of Amalgamation of the Transferor Bank with the Transferee Bank as sanctioned by the Reserve Bank of India under section 44A of the said Act.
|
3.
|
(a)
|
The share capital of the Transferor Bank as of September 30, 2006 is as under:
|
Authorised Capital
|
Issued, Subscribed and Paid-up Capital
|
|
(b)
|
The share capital of Transferee Bank as of September 30, 2006 is as under:
|
Authorised Capital
|
Issued, Subscribed & Paid-up Capital
|
4.
|
Upon the coming into effect of this Scheme pursuant to the provisions of the said Act and RBI Guidelines, subject to the provisions of this Scheme, and on and from the Effective Date:
|
|
(a)
|
The Undertaking of the Transferor Bank shall, without any further act, instrument or deed, be and stand transferred to and vested in or be deemed to have been transferred to and vested in the Transferee Bank as a going concern so as to become the properties, estates, assets, rights, title, interest and authorities of the Transferee Bank.
|
|
(b)
|
Without prejudice to sub-clause (a) above, in respect of such of the assets of the Undertaking as are movable in nature or are otherwise capable of transfer by manual delivery or by endorsement and/or delivery, the same may be so transferred by the Transferor Bank, and shall, upon such transfer, become the properties, estates, assets, rights, title, interests and authorities of the Transferee Bank.
|
|
(c)
|
All the licences, permits, quotas, approvals, incentives, subsidies, rights, claims, leases, tenancy rights, liberties, rehabilitation schemes, special status and other benefits or privileges enjoyed or conferred upon or held or availed of by and all rights and benefits that have accrued to the Transferor Bank shall, without any further act, instrument or deed, be and stand transferred to and vest in or be deemed to be transferred to and vested in and be available to the Transferee Bank so as to become the estates, assets, rights, title, interests and authorities of the Transferee Bank and shall remain valid, effective and enforceable on the same terms and conditions to the extent permissible under law.
|
|
(d)
|
All properties, assets, estates, rights, title, interest, licenses and authorities acquired by or quotas, approvals, incentives, subsidies, rights, claims, leases, tenancy rights, liberties, rehabilitation schemes, special status and other benefits or privileges enjoyed or conferred upon or held or availed of by and/or all rights and benefits that have accrued to the Transferor Bank after the approval of the amalgamation by the respective Boards of Directors of the Transferor Bank and Transferee Bank and prior to the Effective Date in connection or in relation to the operation of the Undertaking shall, without any further act, instrument or deed, be and stand transferred to and vested or deemed to be transferred to and vested in the Transferee Bank.
|
|
(e)
|
All contracts, deeds, bonds, agreements, arrangements and other instruments (including all tenancies, leases, licenses and other assurances in favour of the Transferor Bank or powers or authorities granted by or to it) of whatsoever nature to which the Transferor Bank is a party or to the benefit of which the Transferor Bank may be eligible, and which are subsisting or having effect immediately before the Effective Date, shall, without any further act, instrument or deed, be in full force and effect in favour of or against the Transferee Bank, as the case may be, and may be enforced as fully and effectually as if, instead of the Transferor Bank, the Transferee Bank had been a party or beneficiary or obligee thereto.
|
|
(a)
|
All debts, demand deposits, savings bank deposits, term deposits, certificate of deposits, time and demand liabilities, borrowings whether rupee or foreign currency, bills payable, interest accrued, statutory reserves, contingent liabilities including tax liabilities, and other liabilities, duties and undertakings and obligations of the Transferor Bank, whether or not disputed or the subject matter of any court, arbitration or other proceedings (the “Liabilities”) shall, without any further act, instrument or deed be and stand
|
|
(b)
|
Loans and other obligations (including any guarantees, letters of credit, letters of comfort or any other instrument or arrangement which may give rise to a contingent liability in whatever form), if any, due or which may at any time in future become due between or amongst the Transferor Bank and the Transferee Bank shall stand discharged and there shall be no liability in that behalf on either party.
|
|
(c)
|
Any securities, debentures or notes, if any, issued by the Transferor Bank, and held by the Transferee Bank, and vice versa shall, unless sold or transferred by the Transferor Bank or the Transferee Bank, as the case may be, at any time prior to the Effective Date, stand cancelled as on the Effective Date, and shall be of no effect and such Transferor Bank or the Transferee Bank, as the case may be, shall have no further obligation outstanding in that behalf.
|
|
(d)
|
Without prejudice to the provisions of Clause (b) above, the guarantees, letters of credit, letters of comfort and other similar arrangements, if any, given or executed or made by the Transferor Bank in favour of or for the benefit of the Transferee Bank shall stand discharged.
|
|
(a)
|
All the security created in favour of or for the benefit of the Transferor Bank under the terms of the relevant agreements, documents and/or arrangements, whether such security be immovable, movable, tangible or intangible, and whether by way of mortgage, hypothecation, pledge, lien or any other form or mode of creation of security, and all guarantees, letters of comfort, letters of credit or similar instruments in favour of or for the benefit of the Transferor Bank under the terms of the relevant agreements, documents and/or arrangements, shall without any further act, deed, instrument or thing, be transferred to and vested in the Transferee Bank or be deemed to have been transferred to and vested in the Transferee Bank, and shall continue to be in full force and effect and may be enforced as fully and effectually as if instead of the Transferor Bank, the Transferee Bank had been the beneficiary or a party thereto, and the benefit shall be available to the Transferee Bank as if such same were ab initio created in favour of the Transferee Bank and further that it shall not be necessary to obtain the consent of any person concerned therewith in any capacity whatsoever or of the person who created such security in order to give effect to the provisions of this Clause.
|
|
(b)
|
All debit mandates or negotiable instruments including post dated cheques that are issued in favour of the Transferor Bank, or which are drawn on the Transferor Bank, shall be payable to or by the Transferee Bank, as the case may be, without any further act, deed, instrument or thing and may be enforced as fully and effectually as if instead of the Transferor Bank, the Transferee Bank had been the beneficiary or a party specified therein.
|
|
(c)
|
All suits, actions and legal and other proceedings by or against the Transferor Bank pending and/or arising on or before the Effective Date shall be transferred in the name of the Transferee Bank and shall be continued and be enforced by or against the Transferee Bank as effectually and in the same manner and to the same extent as if the same had been pending and/or arisen by or against the Transferee Bank.
|
5.
|
(a)
|
The Boards of Directors of the Transferor Bank and the Transferee Bank have jointly constituted a committee in the manner described in sub-clause (b) below (the “Joint Committee”) to perform the functions specified in sub-clause (c) below from the date of approval of this amalgamation until the Effective Date.
|
|
(b)
|
The constitution of the Joint Committee shall be as mentioned hereinbelow:
|
|
(i)
|
Mr. Vijay Chandok, Senior General Manager of the Transferee Bank, as the Chairman of the Joint Committee;
|
|
(ii)
|
Mr. S.R. Godbole, General Manager of the Transferor Bank as a member of the Joint Committee; and
|
|
(iii)
|
The Chairman of the Joint Committee and Mr. S.R. Godbole shall have the power and authority to appoint such additional members of the Joint Committee, as may be necessary, from amongst the wholetime Directors and/or employees of the Transferee Bank, and from amongst the employees of the Transferor Bank, respectively, provided that the number of members from the Transferor Bank shall not exceed the number of members from the Transferee Bank.
|
|
(c)
|
From the date of approval of the amalgamation by the respective Boards of Directors of the Transferor Bank and the Transferee Bank and until the Effective Date, the Joint Committee shall perform the following functions:
|
|
(i)
|
in case of any ambiguity or any question as to whether any matter is within or outside the ordinary course of the business of the Transferor or the Transferee Bank it shall determine the same on the basis of evidence that it may deem relevant for the purpose (including the books and records of the Transferor Bank or the Transferee Bank, as the case may be);
|
|
(ii)
|
consider and approve the matters pertaining to the share capital of the Transferor Bank and/or the Transferee Bank as specified in Clause 9 below;
|
|
(iii)
|
deal with matters incidental or consequential or related thereto; and
|
|
(iv)
|
such other functions specifically provided elsewhere in this Scheme or as may be specifically conferred on it by the Boards of Directors of Transferor Bank and the Transferee Bank, respectively.
|
|
(d)
|
Unless otherwise agreed to between Mr. Vijay Chandok and Mr. S.R. Godbole, the quorum for meetings of the Joint Committee shall be at least two (2) members of the Joint Committee including at least one (1) representative of the Transferee Bank. The Joint Committee shall meet at such times and places, and shall observe and follow such rules and procedures formulated by the Joint Committee, from time to time, in regard to the transaction of business at its meetings. If for any reason the Chairman of the Joint Committee is unable to attend a meeting of the Joint Committee, any other member elected by the members present from amongst themselves at the meeting shall preside at such meeting. All matters shall be decided by the Joint Committee by a majority vote of the members present and voting at the meeting, and in the event of an equality of votes, the Chairman or in his absence, the person presiding, shall have the second or casting vote. If, however, without convening a meeting of the members of the Joint Committee any matter is decided by the Joint Committee wherein the consent or approval of the majority of the members of the Joint Committee is obtained by letter or letters or any instrument signed by such members of the Joint Committee then such letter or letters or instrument shall constitute a resolution passed or decision taken at the meeting of the Joint Committee duly convened and held and shall have the effect accordingly. All decisions of the Joint Committee determined as aforesaid shall be binding on the Transferor Bank and the Transferee Bank.
|
|
(e)
|
Neither the Transferee Bank nor its representatives on the said Joint Committee shall be liable for any act or omission of the Transferor Bank or the Joint Committee, and they shall be fully indemnified and held harmless by the Transferor Bank.
|
|
(f)
|
Neither the Transferor Bank nor its representatives on the said Joint Committee shall be liable for any act or omission of the Transferee Bank or the Joint Committee, and they shall be fully indemnified and held harmless by the Transferee Bank.
|
6.
|
After the approval of the amalgamation by the respective Boards of Directors of the Transferor Bank and Transferee Bank up to and including the Effective Date:
|
|
(a)
|
Any of the liabilities and obligations of the Transferor Bank that have been discharged by the Transferor Bank, such discharge shall be deemed to have been for and on account of the Transferee Bank.
|
|
(b)
|
All loans raised and utilised and all debts, duties, undertakings, liabilities and obligations incurred or undertaken by the Transferor Bank in relation to or in connection with the Undertaking shall be deemed to have been raised, used, incurred or undertaken for and on behalf of the Transferee Bank and to the extent they are outstanding on the Effective Date, shall, without any further act, instrument or deed be and stand transferred to or vested in or be deemed to be transferred to and vested in the Transferee Bank and shall become the liabilities and obligations of the Transferee Bank which shall meet, discharge and satisfy the same.
|
|
(c)
|
All properties, estates, assets, rights, title, interests and authorities accrued to and/or acquired by the Transferor Bank in relation to or in connection with the Undertaking prior to the Effective Date shall have been deemed to have been accrued to and/or acquired for and on behalf of the Transferee Bank and shall, without any further act, instrument or deed be and stand transferred to or vested in or be deemed to be transferred to or vested in the Transferee Bank to that extent and shall become the properties, estates, assets, right, title, interests and authorities of the Transferee Bank.
|
|
(d)
|
The Transferor Bank shall carry on and shall be deemed to have carried on all the business and activities as hitherto and shall hold and stand possessed of and shall be deemed to have held and stood possessed of the Undertaking on account of, and in trust for, the Transferee Bank.
|
|
(e)
|
All the profits or incomes accruing or arising to the Transferor Bank, or expenditure or losses arising or incurred (including the effect of taxes, if any, thereon) by the Transferor Bank shall, for all purposes, be treated and be deemed to be and accrue as the profits or incomes or expenditure or losses or taxes of the Transferee Bank, as the case may be.
|
|
(f)
|
The Transferor Bank shall not make any change in its capital structure in any manner whatsoever, whether by any increase (including by way of issue of equity and/or preference shares on a rights basis or by way of a public issue, bonus shares and/ or convertible debentures or otherwise), decrease, reduction, reclassification, sub-division, consolidation, re-organisation, or in any other manner which may, in any way, affect the Share Exchange Ratio (as defined in Clause 9 below), except with the prior written consent of the Transferee Bank.
|
|
(g)
|
The Transferor Bank shall not, without the prior written consent of the Joint Committee, alter, enhance or revise the remuneration, emoluments or perquisites, or create any new terms of remuneration, increase or vary remuneration for any personnel or pay scale for any class of personnel, or vary seniority or other personnel parameters for any employee or class of employees, or amend or alter any such existing terms or alter, enhance or revise the contributions of the Transferor Bank to any schemes/funds established by or under any law or otherwise including by way of any awards, settlements, standing orders, as applicable to the employees of the Transferor Bank.
|
|
(h)
|
The Transferor Bank shall not, without the prior written consent of the Joint Committee, amend the terms and conditions of employment or engagement of, a director, officer, employee, a person on contract or a consultant of the Transferor Bank, or provide, or agree to provide, a gratuitous payment or benefit to a director, officer, employee, a person on contract or a consultant of the Transferor Bank (or any of their dependants) or employ, appoint, engage or terminate the employment or engagement of, any person as a director, officer, employee, a person on contract or as consultant.
|
|
(i)
|
No material decision in relation to the Transferor Bank’s business and affairs and operations and no agreement or transaction (other than agreement or transaction in the ordinary course of the Transferor Bank’s business) shall be taken, entered into or performed by the Transferor Bank and/or such other
|
7.
|
Upon the coming into effect of the Scheme, the Transferee Bank may if so required under any law or otherwise, execute deeds of confirmation or any other writings in favour of any other party to any contract or arrangement to which the Transferor Bank is a party or is subject to in order to give formal effect to any provision of the Scheme as may be necessary. The Transferee Bank shall be authorised or be deemed to be authorised to execute any such writings on behalf of the Transferor Bank and to implement, carry out or perform all such formalities or compliances to be implemented, carried out or performed on part of the Transferor Bank.
|
8.
|
Upon the coming into effect of this Scheme,
|
|
(a)
|
the employees of the Transferor Bank who are in service on the Effective Date shall become the employees of the Transferee Bank on such Date without any break or interruption in service and on terms and conditions as to remuneration, emoluments or perquisites not less favourable than those subsisting with reference to the Transferor Bank on the said date.
|
|
(b)
|
The existing provident fund, gratuity fund, pension and/or super-annuation fund or trusts created by the Transferor Bank or any other special funds created or existing for the benefit of the employees of the Transferor Bank shall be transferred to the relevant funds of the Transferee Bank. In the event that the Transferee Bank does not have its own funds with respect to any such matters, the Transferee Bank shall create its own funds to which the contributions pertaining to the employees of the Transferor Bank shall be transferred.
|
9.
|
Upon the coming into effect of this Scheme, and in consideration of the transfer of and vesting of the Undertaking and the Liabilities of the Transferor Bank in the Transferee Bank in terms of this Scheme, the Transferee Bank shall without any further application, act, instrument or deed, issue and allot to the equity shareholders of the Transferor Bank whose names are recorded in the Register of Members of Transferor Bank (the “Members”), on a date (hereinafter referred to as the “Record Date”) to be fixed by the Board of Directors of the Transferee Bank or a committee of such Board of Directors, equity shares of Rs. 10/- (Rupees ten only) each, credited as fully paid up, in the ratio of One Hundred (100) equity share of the face value of Rs. 10/ (Rupees ten only) each in the Transferee Bank for every Nine Hundred and Twenty Five (925) equity shares of the face value of Rs. 10/- (Rupees ten only) each held in the Transferor Bank.
|
10.
|
The share certificates in relation to the equity shares held by the said Members in the Transferor Bank shall be deemed to have been automatically cancelled and be of no effect on and from such Record Date, without any further act, instrument or deed. In so far as the issue of equity shares pursuant to Clause 9 above is concerned, each of the said Members of the Transferor Bank, shall have the option, exercisable by notice in writing by the said Members to the Transferee Bank on or before such date as may be determined by the Board of Directors of the Transferee Bank or a committee of such Board of Directors, to receive either in certificate form or in dematerialised form, the equity shares of the Transferee Bank in lieu thereof and in terms hereof. In the event that the Transferee Bank has not received such notice from any of the said Members, the equity shares of the Transferee Bank shall be issued to such Members in certificate form. Those of the said Members exercising the option to receive the equity shares in dematerialised form shall be required to have an account with a depository participant and shall provide details thereof and such other confirmations as may be required. It is
|
11.
|
In respect of equity shares of the Transferor Bank where calls are in arrears, without prejudice to any remedies that the Transferor Bank or the Transferee Bank, as the case may be, shall have in this behalf, the Transferee Bank shall not be bound to issue any equity shares of the Transferee Bank (whether partly paid or otherwise) nor to confirm any entitlement to such holder until such time as the calls-in-arrears are paid.
|
12.
|
No fractional certificates shall be issued by the Transferee Bank in respect of fractional entitlements, if any, to any Member. The Board of Directors of the Transferee Bank shall, instead consolidate all such fractional entitlements and thereupon issue and allot equity shares in lieu thereof to the trust or a director or an officer of the Transferee Bank or such other person as the Transferee Bank shall appoint in this behalf who shall hold the equity shares in trust on behalf of the Members entitled to fractional entitlements with the express understanding that such trust, director(s) or officer(s) or person shall sell the same in the market at such time or times no later than fifteen (15) days from the date of allotment, and at such price or prices in the market and to such person or persons, as it/he/they deem fit, and pay to the Transferee Bank, the net sale proceeds thereof, whereupon the Transferee Bank shall distribute such net sale proceeds to the Members of Transferor Bank in proportion to their respective fractional entitlements.
|
13.
|
Equity shares issued and allotted by the Transferee Bank in terms of Clause 9 above shall be subject to the provisions of the Articles of Association of the Transferee Bank and shall rank pari passu in all respects with the then existing equity shares of the Transferee Bank, including in respect of dividends, if any, that may be declared by the Transferee Bank, on or after the Effective Date.
|
14.
|
Equity shares of the Transferee Bank issued in terms of Clause 9 above shall, subject to applicable regulations, be listed or admitted to trading on the relevant stock exchange/s, whether in India or abroad, where the equity shares of the Transferee Bank are presently listed or admitted to trading.
|
15.
|
The Transferor Bank shall not declare any dividend. The Transferee Bank shall be entitled to declare and pay dividends, whether interim or final, to its Members in respect of the financial year/accounting period prior to the Effective Date subject to the RBI guidelines and subject to the provisions of the said Act and the Companies Act. It is clarified that the terms of the Scheme shall not be deemed to confer any right on the Members of the Transferor Bank or of the Transferee Bank to demand or to claim any dividend, which shall be entirely at the discretion of the Board of Directors of the Transferee Bank and subject, wherever necessary, to the approval of the shareholders of the Transferee Bank.
|
16.
|
Upon the coming into effect of the Scheme and with effect from the Effective Date:
|
|
(a)
|
The books of the Transferor Bank shall be closed and balanced and its balance sheet prepared as at the close of business on the date immediately preceding the Effective Date taking into account all incomes, expenses, assets and liabilities received, paid, accrued, incurred, acquired or sold till such date, including expenses with respect to the amalgamation to be borne by the Transferor Bank, and the balance sheet shall be audited and certified by a chartered accountant or a firm of chartered accountants.
|
|
(b)
|
For the purpose of accounting for and dealing with the value of the assets and liabilities of the Transferor Bank, the fair value of the assets and liabilities shall be determined on the Effective Date to the satisfaction of the Transferee Bank.
|
|
(c)
|
If the fair value of any asset or class of assets of the Transferor Bank is less than the value of such asset or class of assets appearing in its books immediately prior to the Effective Date, the assets or the class of assets would be accounted for and dealt with in the books of the Transferee Bank at the value appearing in the books of the Transferor Bank on the date immediately preceding the Effective Date and the difference between the value appearing in the books of the Transferor Bank (after deducting such
|
|
(d)
|
If the fair value of any asset or class of assets of the Transferor Bank is greater than the value (after deducting such provisions as are outstanding in the books of the Transferor Bank on the date, immediately preceding the Effective Date in respect of the assets or class of assets) of such asset or class of assets appearing in the books of the Transferor Bank immediately prior to the Effective Date, the assets or class of assets shall be accounted for and dealt with in the books of the Transferee Bank at fair value.
|
|
(e)
|
Provisions outstanding in the books of the Transferor Bank on the date immediately preceding the Effective Date in respect of any asset or asset class shall be accounted for and dealt with in the books of the Transferee Bank as provisions against the assets or class of assets against which such provisions were held in the books of the Transferor Bank on the date immediately preceding the Effective Date.
|
|
(f)
|
The liabilities of the Transferor Bank shall be accounted for and dealt with in the books of the Transferee Bank at fair value.
|
|
(g)
|
In the books of the Transferee Bank, an “Amalgamation Expenses Provision Account” shall be credited by an amount determined for the expenses and costs of the Scheme arising as a direct consequence on account of any changes in the business or operations of the Transferor Bank proposed or considered necessary by the Board of Directors of the Transferee Bank (including but not limited to rationalisation, upgradation and enhancement of human resources and expenses relating to modifying signage, modifying stationery, branding, changing systems and network, communication including media costs, impairment of technology and fixed assets, conducting general meetings, payment of listing fees and other statutory and regulatory charges, travel in relation to the consolidation contemplated in this Scheme, valuation, due diligence, investment banking expenses and charges relating to preparation of the Scheme, consultations in relation to the consolidation contemplated in the Scheme and training), and other extraordinary expenses on integration and consolidation under the Scheme, to be incurred by the Transferee Bank and the balance in such account shall be debited to the Revenue & Other Reserves of the Transferee Bank arising pursuant to sub-clause (h) hereinbelow, or may be debited to the Share Premium Account if no Revenue & Other Reserves arise pursuant to the amalgamation.
|
|
(h)
|
Any excess of the value of the net assets of the Transferor Bank determined pursuant to sub-clauses (a) to (f) hereinabove and after such further adjustments as may be deemed necessary by the Board of Directors of the Transferee Bank (including such adjustments as may be required by any regulatory or statutory authority or required to ensure the uniform application of accounting standards and policies adopted by the Transferee Bank) over the paid-up value of the equity shares to be issued and allotted shall be credited to the Revenue & Other Reserves of the Transferee Bank. Any excess of the paid-up value of the equity shares to be issued and allotted over the value of the net assets of the Transferor Bank determined pursuant to subclauses (a) to (f) hereinabove and after such further adjustments as may be deemed necessary by the Board of Directors of the Transferee Bank (including such adjustments as may be required by any regulatory or statutory authority or required to ensure the uniform application of accounting standards and policies adopted by the Transferee Bank) may be reduced from the Share Premium Account of the Transferee Bank.
|
17.
|
The Transferor Bank and the Transferee Bank may make or assent, from time to time, on behalf of all persons concerned to any modifications or amendments to the Scheme or to any conditions or limitations which Reserve Bank of India or any other relevant or concerned authority under law may direct or impose or which may otherwise be considered necessary, and may do so and execute all acts, deeds, documents, instruments, matters or things necessary for putting the Scheme into effect.
|
18.
|
For the purpose of giving effect to the Scheme as sanctioned by Reserve Bank of India, the Board of Directors of the Transferee Bank may give all such directions as are necessary, expedient, incidental, ancillary or desirable including directions for settling or removing any question of doubt or difficulty that may arise with
|
19.
|
The Board of Directors of the Transferee Bank may review the position relating to satisfaction of the following conditions and if necessary waive any of the following, to the extent permissible under law:
|
|
(a)
|
Approval, if required, of any trustee of any debentures or other similar securities, being obtained if such approval is necessary under the terms of issue thereof, and/or
|
|
(b)
|
Vacating or satisfaction of charges, mortgages or encumbrances, if any on the said assets.
|
20.
|
The Transferor Bank and the Transferee Bank shall with all reasonable dispatch make applications under Section 44A and all other applicable provisions of the said Act and RBI Guidelines for sanctioning of the Scheme by Reserve Bank of India and obtain all approvals, sanctions or consents as may be required by law, and for dissolution of the Transferor Bank without being wound up under the provisions of the said Act.
|
21.
|
This Scheme is specifically conditional upon and subject to:
|
|
(a)
|
Consent of a majority in number representing two-thirds in value of the Members of the Transferor Bank and of the Transferee Bank in their respective Meetings, present in person or by proxy, at a Meeting called for the purpose;
|
|
(b)
|
Sanction of Reserve Bank of India by an order in writing passed in this behalf pursuant to Section 44A of the said Act and RBI Guidelines; and
|
|
(c)
|
Sanction or approval, if any, under any law of the Government of India, or any other authority, agency, department or persons concerned, being obtained and granted in respect of the matters of which such sanction or approval is required.
|
22.
|
Any Member of Transferor Bank or the Transferee Bank, as the case may be, who has voted against the Scheme at the Meeting of Transferor Bank or the Transferee Bank, as the case may be, or has given notice in writing at or prior to the Meeting of Transferor Bank or the Transferee Bank, as the case may be, or to the presiding officer of the Meeting of either Transferor Bank or the Transferee Bank, as the case may be, that he dissents from the Scheme, shall be entitled, in the event of the Scheme being sanctioned by Reserve Bank of India under Section 44A of the said Act, to claim from the Transferor Bank or the Transferee Bank, as the case may be, in respect of equity shares held by him in the Transferor Bank or the Transferee Bank, as the case may be, their value as determined by Reserve Bank of India when sanctioning the Scheme, and such Member shall, in consideration thereof, compulsorily tender the said shares held by him in the Transferor Bank or the Transferee Bank, as the case may be, to the Transferor Bank or the Transferee Bank, respectively, for cancellation thereof and to that extent, without any further act, instrument or deed, the equity share capital of the Transferor Bank or the Transferee Bank, as the case may be, shall stand reduced or be deemed to have been reduced, by such number of the said shares as held and tendered by such Member, on the date immediately preceding the Effective Date, The determination by Reserve Bank of India as to the value of the equity shares to be paid to the dissenting Member shall be final for all purposes.
|
23.
|
Upon satisfaction of the said conditions, obtaining the said sanctions and approvals, and passing of the said order or orders referred to in Clause 21 hereinabove, the Transferor Bank or the Transferee Bank, as the case may be, shall, for all purposes including for giving effect to the Scheme, under all laws for the time being in force, be deemed to be in compliance thereof.
|
24.
|
If any provision of this Scheme is held to be invalid or unenforceable, then such provision shall (so far as it is invalid or unenforceable) be given no effect and shall be deemed not to be included in this Scheme but without invalidating any of the remaining provisions of this Scheme.
|
25.
|
Pursuant to receipt of an order in terms of sub-clause (b) of Clause 21 hereinabove and sub-section 6A of Section 44A of the said Act, Reserve Bank of India may, by a further order in writing, direct that on such date as may be specified therein, the Transferor Bank shall cease to function and shall stand dissolved on such date notwithstanding anything to the contrary contained in any other law.
|
26.
|
An order in terms of sub-clause (b) of Clause 21 hereinabove and sub-section 6C of Section 44A of the said Act shall be conclusive evidence that all requirements of Section 44A of the said Act, the RBI Guidelines, and any applicable provisions of the Companies Act or any other applicable law relating to amalgamation, provisions set forth in the Scheme and matters incidental or ancillary thereto have been complied with, and a copy of the said order certified in writing by an officer of Reserve Bank of India to be a true copy thereof, shall in all legal proceedings (whether in appeal or otherwise, and whether instituted before or after the commencement of Section 19 of the Banking Laws (Miscellaneous Provisions) Act, 1963), be admitted as evidence to the same extent as the original order and the original scheme.
|
27.
|
There will be no change in the name of the Transferee Bank by reason of coming into effect of this Scheme.
|
28.
|
All costs, charges and expenses, including any taxes and duties of the Transferor Bank and the Transferee Bank in relation to or in connection with this Scheme and incidental to the completion of the amalgamation of the Transferor Bank in pursuance of this Scheme (other than due diligence expenses of the Transferee Bank) shall be borne and paid by the Transferor Bank.
|
3.
|
We advise that Article 5 (a) of AOA should also be modified as under
|
|
“The authorised capital of the Company is Rs. 1775,00,00,000 divided into:
|
|
(i)
|
127,50,00,000 equity shares of Rs. 10 each
|
|
(ii)
|
150,00,000 shares of Rs. 100 each which shall be of such class and with such rights privileges, conditions or restrictions as may be determined by the Company in accordance with these presents and subject to the legislative provisions for the time being in force in that behalf, and
|
|
(iii)
|
350 preference shares of Rs. 1 Crore each.”
|
1.
|
This Scheme of Amalgamation provides for the amalgamation of The Bank of Rajasthan Limited, a company within the meaning of the Companies Act, 1956 (hereinafter referred to as the “Companies Act”) and licensed as a banking company under the provisions of the Banking Regulation Act, 1949 (hereinafter referred to as the “said Act”), having its Registered Office at Raj Bank Bhawan, Clock Tower, Udaipur 313001 RAJASTHAN (hereinafter referred to as the “Transferor Bank”) with ICICI Bank Limited, a company incorporated under the provisions of the Companies Act and licensed as a banking company under the provisions of the said Act, having its Registered Office at Landmark, Race Course Circle, Vadodara 390 007, Gujarat (hereinafter referred to as the “Transferee Bank”), pursuant to Section 44A and other relevant provisions of the said Act and Reserve Bank of India’s guidelines for merger and amalgamation of private sector banks dated May 11, 2005 (hereinafter referred to as the “RBI Guidelines”).
|
2.
|
In this Scheme of Amalgamation, unless inconsistent with the subject or context, the following words or expressions shall have the following meaning:
|
|
(a)
|
‘Board of the Transferee Bank’ shall mean the Board of Directors of the Transferee Bank, any Committee/s constituted / that may be constituted by the Board of Directors of the Transferee Bank or any other person authorised / to be authorised by the Board or the Committee/s to exercise its powers including the powers in terms of this Scheme.
|
|
(b)
|
‘Board of the Transferor Bank’ shall mean the Board of Directors of the Transferor Bank, any Committee/s constituted / that may be constituted by the Board of Directors of the Transferor Bank or any person authorised / to be authorised by the Board or the Committee to exercise its powers including the powers in terms of this Scheme.
|
|
(c)
|
‘Effective Date’ shall mean the date on which Reserve Bank of India provides its sanction to the Scheme of Amalgamation or such other date as may be specified by Reserve Bank of India by an order in writing passed in this behalf under the provisions of the said Act and RBI Guidelines. References in the Scheme of Amalgamation to the ‘coming into effect of the Scheme’ shall mean the Effective Date.
|
|
(d)
|
‘said assets’ or ‘the undertaking’ shall mean the entire undertaking, the entire business, all the properties (whether movable or immovable, tangible or intangible), assets, investments of all kinds including but not limited to securities, securitised assets, receivables and security receipts, all cash balances (including with Reserve Bank of India and other banks), money at call and short notice, loan, advances, contingent rights or benefits, reserves, provisions, funds, benefits of all agreements, lease and hire purchase contracts, benefit of any security arrangements, agreements, rights, contracts, entitlements, permits, licences including branch or other licences, quotas, approvals, consents, incentives, subsidies, rights, claims, leases, tenancy rights, liberties, rehabilitation schemes, special status, engagements, arrangements and all other privileges and benefits of every kind, nature and description whatsoever enjoyed or conferred upon or held or availed of by and all rights and benefits that have accrued to business, activities and operations of the Transferor Bank, authorities, allotments, approvals, reversions, buildings and structures, branches, offices and residential premises, tenancies, leases, licenses, fixed assets and other assets, powers, consents, registrations, agreements, contracts, engagements, arrangements of all kinds, rights, titles, interests, benefits and advantages of whatsoever nature and wheresoever situate belonging to or in ownership, power or possession or in control of or vested in or granted in favour of or enjoyed by the Transferor Bank or to which the Transferor Bank may be entitled and include but without being limited to trade and service names and service marks and other intellectual property of any nature whatsoever, permits, approvals, authorisations, rights to use and avail of telephone, telex, facsimile, email, internet, leased line connections and installations, utilities, electricity and other services, all necessary records, files, papers, computer programs, manuals, data, catalogues, sales and advertising materials, lists and other details of present and former customers, suppliers, employees, customer information including credit information, customer pricing information and other records in connection with or relating to the Transferor Bank and all other interests of whatsoever nature belonging to or in the ownership, power or possession and/or in the control of or vested in or granted in favour of or enjoyed by the Transferor Bank, whether in India or abroad, as on the Effective Date.
|
|
(e)
|
‘said liabilities’ shall mean all debts, demand deposits, saving bank deposits, term deposits, certificate of deposits, time and demand liabilities, borrowings whether rupee or foreign currency, bills payable, interest accrued, statutory reserves, contingent liabilities including tax liabilities, and other liabilities, duties and undertakings and obligations of the Transferor Bank, whether or not disputed or the subject matter of any court, arbitration or other proceedings, as on the Effective Date.
|
|
(f)
|
‘the Scheme’ or ‘this Scheme’ shall mean the Scheme of Amalgamation of the Transferor Bank with the Transferee Bank as approved by the shareholders of the Transferor Bank and the Transferee Bank Including the Swap Ratio specified in Part IV of the Scheme and as sanctioned by the Reserve Bank of India under section 44A of the said Act.
|
3.
|
(a)
|
The share capital of the Transferor Bank as of March 31, 2010 is as under:
|
|
(b)
|
The share capital of Transferee Bank as of March 31, 2010 is as under:
|
4.
|
(i)
|
Upon the coming into effect of this Scheme pursuant to the provisions of the said Act and RBI Guidelines, subject to the provisions of this Scheme, and on and from the Effective Date:
|
|
(a)
|
The Undertaking of the Transferor Bank shall, without any further act, instrument or deed, be and stand transferred to and vested in or be deemed to have been transferred to and vested in the Transferee Bank as a going concern so as to become the properties, estates, assets, rights, title, interest and authorities of the Transferee Bank.
|
|
(b)
|
Without prejudice to sub-clause (a) above, in respect of such of the assets of the Undertaking as are movable in nature or are otherwise capable of transfer by manual delivery or by endorsement and/or delivery, the same may be so transferred by the Transferor Bank, and shall, upon such transfer, become the properties, estates, assets, rights, title, interests and authorities of the Transferee Bank.
|
|
(c)
|
All the licences, permits, quotas, approvals, incentives, subsidies, rights, claims, leases, tenancy rights, liberties, rehabilitation schemes, special status and other benefits or privileges enjoyed or conferred upon or held or availed of by and all rights and benefits that have accrued to the Transferor Bank shall, without any further act, Instrument or deed, be and stand transferred to and vest in or be deemed to be transferred to and vested in and be available to the Transferee Bank so as to become the estates, assets, rights, title, interests and authorities of the Transferee Bank and shall remain valid, effective and enforceable on the same terms and conditions to the extent permissible under law.
|
|
(d)
|
All properties, assets, estates, rights, title, interest, licenses and authorities acquired by or quotas, approvals, incentives, subsidies, rights, claims, leases, tenancy rights, liberties, rehabilitation schemes, special status and other benefits or privileges enjoyed or conferred upon or held or availed of by and/or all rights and benefits that have accrued to the Transferor Bank after the approval of the amalgamation by the respective Boards of Directors of the Transferor Bank and Transferee Bank and prior to the Effective Date in connection or in relation to the operation of the Undertaking shall, without any further act, instrument or deed, be and stand transferred to and vested or deemed to be transferred to and vested in the Transferee Bank.
|
|
(e)
|
All contracts, deeds, bonds, agreements, arrangements and other instruments (including all tenancies, leases, licenses and other assurances in favour of the Transferor Bank or powers or authorities granted by or to It) of whatsoever nature to which the Transferor Bank is a party or to the benefit of which the Transferor Bank may be eligible, and which are subsisting or having effect immediately before the Effective Date, shall, without any further act, Instrument or deed, be in full force and effect in favour of or against the Transferee Bank, as the case may be, and may be enforced as fully and effectually as if, instead of the Transferor Bank, the Transferee Bank had been a party or beneficiary or obligee thereto.
|
|
(ii)
|
Upon the coming into effect of this Scheme pursuant to the provisions of the said Act and RBI Guidelines, subject to the provisions of this Scheme, and on and from one day prior to the Effective Date, notwithstanding any to the contrary contained in any contracts, deeds, documents, agreements, arrangements, other instruments or understandings (oral or otherwise) and in this Scheme, the distribution or referral tie-ups, agencies or marketing or co-marketing arrangements by whatever name called between the Transferor Bank and Aviva Life Insurance Company Limited, United India Insurance Company Limited, the Export Credit and Guarantee Corporation, lDBI Capital Markets Ltd, Religare Securities Ltd and Western Union shall terminate and have no effect (other than for the receipt of any amounts, if any, that may be due and payable anytime from such person or entities pertaining to the period prior to termination) without requirement of any further act, instrument or deed and without any cost, compensation or damages being payable by the Transferor Bank or the Transferee Bank to such person or entities or any other person or entitles.
|
|
(iii)
|
Upon the coming into effect of this Scheme pursuant to the provisions of the said Act and RBI Guidelines, subject to the provisions of this Scheme, and on and from the Effective Date:
|
|
(a)
|
All debts, demand deposits, savings bank deposits, term deposits, certificate of deposits, time and demand liabilities, borrowings whether rupee or foreign currency, bills payable, interest accrued, statutory reserves, contingent liabilities including tax liabilities, and other liabilities, duties and undertakings and obligations of the Transferor Bank, whether or not disputed or the subject matter of any court, arbitration or other proceedings (the “Liabilities”) shall, without any further act, instrument or deed be and stand transferred to and vested in or be deemed to stand transferred to and vested in, the Transferee Bank so as to become the Liabilities of the Transferee Bank, and further that it shall not be necessary to obtain the consent of any person concerned with the Liabilities in any capacity whatsoever or any person who is a party to any contract or arrangement by virtue of which such Liabilities have arisen in order to give effect to the provisions of this Clause.
|
|
(b)
|
Loans and other obligations (including any guarantees, letters of credit, letters of comfort or any other instrument or arrangement which may give rise to a contingent liability in whatever form), If any, due or which may at any time in future become due between or amongst the Transferor Bank and the Transferee Bank shall stand discharged and there shall be no liability in that behalf on either party.
|
|
(c)
|
Any securities, debentures or notes, if any, Issued by the Transferor Bank, and held by the Transferee Bank, and vice versa shall, unless sold or transferred by the Transferor Bank or the Transferee Bank, as the case may be, at any time prior to the Effective Date, stand cancelled as on the Effective Date, and shall be of no effect and such Transferor Bank or the Transferee Bank, as the case may be, shall have no further obligation outstanding in that behalf.
|
|
(d)
|
Without prejudice to the provisions of Clause (b) above, the guarantees, letters of credit, letters of comfort and other similar arrangements, if any, given or executed or made by the Transferor Bank In favour of or for the benefit of the Transferee Bank shall stand discharged.
|
|
(iv)
|
Upon the coming into effect of this Scheme pursuant to the provisions of the said Act and RBI Guidelines, subject to the provisions of this Scheme, and on and from the Effective Date:
|
|
(a)
|
All the security created in favour of or for the benefit of the Transferor Bank under the terms of the relevant agreements, documents and/or arrangements, whether such security be immovable, movable, tangible or intangible, and whether by way of mortgage, hypothecation, pledge, lien or any other form or mode of creation of security, and all guarantees, letters of
|
|
(b)
|
All debit mandates or negotiable instruments Including post dated cheques that are issued in favour of the Transferor Bank, or which are drawn on the Transferor Bank, shall be payable to or by the Transferee Bank, as the case may be, without any further act , deed, instrument or thing and may be enforced as fully and effectually as if instead of the Transferor Bank, the Transferee Bank had been the beneficiary or a party specified therein.
|
|
(c)
|
All suits, actions and legal and other proceedings by or against the Transferor Bank pending and/or arising on or before the Effective Date shall be transferred in the name of the Transferee Bank and shall be continued and be enforced by or against the Transferee Bank as effectually and in the same manner and to the same extent as if the same had been pending and/or arisen by or against the Transferee Bank.
|
5.
|
INTENTIONALLY LEFT BLANK
|
6.
|
From the date of approval of the scheme of amalgamation by the respective Boards of Directors of the Transferor Bank and Transferee Bank upto and including the Effective Date:
|
|
(a)
|
Any of the liabilities and obligations of the Transferor Bank that have been discharged by the Transferor Bank, such discharge shall be deemed to have been for and on account of the Transferee Bank.
|
|
(b)
|
All loans raised and utilised and all debts, duties, undertakings, liabilities and obligations incurred or undertaken by the Transferor Bank in relation to or in connection with the Undertaking shall be deemed to have been raised, used, incurred or undertaken for and on behalf of the Transferee Bank and to the extent they are outstanding on the Effective Date, shall, without any further act, instrument or
|
|
(c)
|
All properties, estates, assets, rights, title, interests and authorities accrued to and/or acquired by the Transferor Bank in relation to or in connection with the Undertaking prior to the Effective Date shall have been deemed to have been accrued to and/or acquired for and on behalf of the Transferee Bank and shall, without any further act, instrument or deed be and stand transferred to or vested in or be deemed to be transferred to or vested in the Transferee Bank to that extent and shall become the properties, estates, assets, right, title, interests and authorities of the Transferee Bank.
|
|
(d)
|
The Transferor Bank shall carry on and shall be deemed to have carried on all the business and activities as hitherto and shall hold and stand possessed of and shall be deemed to have held and stood possessed of the Undertaking on account of, and in trust for, the Transferee Bank.
|
|
(e)
|
All the profits or incomes accruing or arising to the Transferor Bank, or expenditure or losses arising or incurred (including the effect of taxes, if any, thereon) by the Transferor Bank shall, for all purposes, be treated and be deemed to be and accrue as the profits or incomes or expenditure or losses or taxes of the Transferee Bank, as the case may be.
|
|
(f)
|
The Transferor Bank shall not make any change in its capital structure in any manner whatsoever, whether by any increase (including by way of issue of equity and/or preference shares on a rights basis or by way of a public issue, bonus shares and/ or convertible debentures or otherwise), decrease, reduction, reclassification, sub-division, consolidation, re-organisation, or in any other manner which may, in any way, affect the Swap Ratio (as defined in Clause 9 below), except with the prior written consent of the Transferee Bank.
|
|
(g)
|
The Transferor Bank shall not, without the prior written consent of the Board, alter, enhance or revise the remuneration, emoluments or perquisites, or create any new terms of remuneration, increase or vary remuneration for any personnel or pay scale for any class of personnel, or vary seniority or other personnel parameters for any employee or class of employees, or amend or alter any such existing terms or alter, enhance or revise the contributions of the Transferor Bank to any schemes/funds established by or under any law or otherwise including by way of any awards, settlements, standing orders, as applicable to the employees of the Transferor Bank.
|
|
(h)
|
The Transferor Bank shall not, without the prior written consent of the Board, amend the terms and conditions of employment or engagement of, a director, officer, employee, a person on contract or a consultant
|
|
(i)
|
No material decision in relation to the Transferor Bank’s business and affairs and operations and no agreement or transaction (other than an agreement or transaction in the ordinary course of the Transferor Bank’s business) shall be taken, entered into or performed by the Transferor Bank and/or such other matters as the Transferee Bank may notify from time to time shall be undertaken or performed by the Transferor Bank, without the prior written approval of the Board.
|
7.
|
Upon the coming into effect of the Scheme, the Transferee Bank may if so required under any law or otherwise, execute deeds of confirmation or any other writings in favour of any other party to any contract or arrangement to which the Transferor Bank is a party or is subject to in order to give formal effect to any provision of the Scheme as may be necessary. The Transferee Bank shall be authorised or be deemed to be authorised to execute any such writings on behalf of the Transferor Bank and to implement, carry out or perform all such formalities or compliances to be implemented, carried out or performed on part of the Transferor Bank.
|
8.
|
Upon the coming into effect of this Scheme,
|
|
(a)
|
the employees of the Transferor Bank who are In service on the Effective Date shall become the employees of the Transferee Bank on such Date without any break or interruption in service and on terms and conditions as to remuneration, emoluments or perquisites not less favourable than those subsisting with reference to the Transferor Bank on the said date.
|
|
(b)
|
The existing provident fund, gratuity fund, pension and/or super-annuation fund or trusts created by the Transferor Bank or any other special funds created or existing for the benefit of the employees of the Transferor Bank shall be transferred to the relevant funds of the Transferee Bank. In the event that the Transferee Bank does not have its own funds with respect to any such matters, the Transferee Bank shall create its own funds to which the contributions pertaining to the employees of the Transferor Bank shall be transferred.
|
9.
|
Simultaneous with the coming into effect of this Scheme, and in consideration of the transfer of and vesting of the Undertaking and the Liabilities of the
|
10.
|
The share certificates in relation to the equity shares held by the said Members in the Transferor Bank shall be deemed to have been automatically cancelled and be of no effect on and from the Effective Date, without any further act, instrument or deed. The form of issuance of shares of the Transferee Bank to the shareholders of the Transferor Bank, i.e. either in the form of share certificates or in dematerialized form, shall be determined by the form in which the shares of the Transferor Bank are held by the respective Members of Transferor Bank on the Effective Date.
|
11.
|
In respect of equity shares of the Transferor Bank where calls are in arrears, without prejudice to any remedies that the Transferor Bank or the Transferee Bank, as the case may be, shall have in this behalf, the Transferee Bank shall not be bound to issue any equity shares of the Transferee Bank (whether partly paid or otherwise) nor to confirm any entitlement to such holder until such time as the calls-in-arrears are paid.
|
12.
|
No fractional certificates shall be issued by the Transferee Bank in respect of fractional entitlements, if any, to any Member. The Board of Directors of the Transferee Bank shall, Instead consolidate all such fractional entitlements and thereupon issue and allot equity shares in lieu thereof to the trust or a director or an officer of the Transferee Bank or such other person as the Transferee Bank shall appoint in this behalf who shall hold the equity shares in trust on behalf of the Members entitled to fractional entitlements with the express understanding that such trust, director(s) or officer(s) or person shall sell the same in the market at such time or times, no later than fifteen (15) days from the date of allotment, and at such price or prices in the market and to such person or persons, as it/he/they deem fit, and pay to the Transferee Bank, the net sale proceeds thereof, whereupon the Transferee Bank shall distribute such net sale proceeds to the Members of Transferor Bank in proportion to their respective fractional entitlements.
|
13.
|
Equity shares issued and allotted by the Transferee Bank in terms of Clause 9 above shall be subject to the provisions of the Articles of Association of the Transferee Bank and shall rank pari passu in all respects and shall have the same rights attached to them as the then existing equity shares of the Transferee Bank, including in respect of dividends, if any, that may be declared by the Transferee Bank, on or after the Effective Date.
|
14.
|
Equity shares of the Transferee Bank issued in terms of Clause 9 above shall be listed and admitted to trading on the relevant stock exchange/s, whether in India or abroad, where the equity shares of the Transferee Bank are presently listed or admitted to trading, within a period of 120 (one hundred and twenty) days of the Effective Date.
|
15.
|
The Transferor Bank shall not declare any dividend. The Transferee Bank shall be entitled to declare and pay dividends, whether interim or final, to its Members in respect of the financial year / accounting period prior to the Effective Date subject to the RBI guidelines and subject to the provisions of the said Act and the Companies Act. It is clarified that the terms of the Scheme shall not be deemed to confer any right on the Members of the Transferor Bank or of the Transferee Bank to demand or to claim any dividend, which shall be entirely at the discretion of the Board of Directors of the Transferee Bank and subject, wherever necessary, to the approval of the shareholders of the Transferee Bank.
|
16.
|
Upon the coming into effect of the Scheme and with effect from the Effective Date:
|
|
(a)
|
The books of the Transferor Bank shall be closed and balanced and its balance sheet prepared as at the close of business on the date immediately preceding the Effective Date taking into account all incomes, expenses, assets and liabilities received, paid, accrued, incurred, acquired or sold till such date, including expenses with respect to the amalgamation to be borne by the Transferor Bank, and the balance sheet shall be audited and certified by a chartered accountant or a firm of chartered accountants.
|
|
(b)
|
For the purpose of accounting for and dealing with the value of the assets and liabilities of the Transferor Bank, the fair value of the assets and liabilities shall be determined on the Effective Date to the satisfaction of the Transferee Bank.
|
|
(c)
|
If the fair value of any asset or class of assets of the Transferor Bank is less than the value of such asset or class of assets appearing in its books immediately prior to the Effective Date, the assets or the class of assets would be accounted for and dealt with in the books of the Transferee Bank at the value appearing in the books of the Transferor Bank on the date immediately preceding the Effective Date and the difference between the value appearing in the books of the Transferor
|
|
(d)
|
If the fair value of any asset or class of assets of the Transferor Bank is greater than the value (after deducting such provisions as are outstanding in the books of the Transferor Bank on the date, immediately preceding the Effective Date in respect of the assets or class of assets) of such asset or class of assets appearing in the books of the Transferor Bank Immediately prior to the Effective Date, the assets or class of assets shall be accounted for and dealt with in the books of the Transferee Bank at fair value.
|
|
(e)
|
Provisions outstanding in the books of the Transferor Bank on the date immediately preceding the Effective Date in respect of any asset or asset class shall be accounted for and dealt with in the books of the Transferee Bank as provisions against the assets or class of assets against which such provisions were held in the books of the Transferor Bank on the date immediately preceding the Effective Date.
|
|
(f)
|
The liabilities of the Transferor Bank shall be accounted for and dealt with in the books of the Transferee Bank at fair value.
|
|
(g)
|
In the books of the Transferee Bank, an “Amalgamation Expenses Provision Account” shall be credited by an amount determined for the expenses and costs of the Scheme arising as a direct consequence on account of any changes in the business or operations of the Transferor Bank proposed or considered necessary by the Board of Directors of the Transferee Bank (including but not limited to rationalisation, upgradation and enhancement of human resources and expenses relating to modifying signage, modifying stationery, branding, changing systems and network, communication including media costs, impairment of technology and fixed assets, conducting general meetings, payment of listing fees and other statutory and regulatory charges, travel in relation to the consolidation contemplated in this Scheme, valuation, due diligence, investment banking expenses and charges relating to preparation of the Scheme, consultations in relation to the consolidation contemplated in the Scheme and training), and other extraordinary expenses on integration and consolidation under the Scheme, to be Incurred by the Transferee Bank and the balance in such account shall be debited to the Revenue & Other Reserves of the Transferee Bank arising pursuant to sub-clause (h) hereinbelow, or may be debited to the Share Premium Account if no Revenue & Other Reserves arise pursuant to the amalgamation.
|
|
(h)
|
Any excess of the value of the net assets of the Transferor Bank determined pursuant to sub-clauses (a) to (f) hereinabove and after such further adjustments as may be deemed necessary by the Board of
|
17.
|
Upon and any time after the coming into effect of the Scheme, The Transferor Bank and the Transferee Bank may make or assent, from time to time, on behalf of all persons concerned to any modifications or amendments to the Scheme (other than in respect of Part IV of this Scheme, modifications or amendments to which if detrimental to the shareholders of the Transferor Bank and/or the Transferee Bank, as the case may be, shall be upon the assent of such shareholders) or to any conditions or limitations which Reserve Bank of India or any other relevant or concerned authority under law may direct or impose or which may otherwise be considered necessary, and may do so and execute all acts, deeds, documents, instruments, matters or things necessary for putting the Scheme into effect.
|
18.
|
Upon and anytime after the coming into effect of the Scheme, and for the purpose of giving effect to the Scheme as sanctioned by Reserve Bank of India, the Board of Directors of the Transferee Bank may take all such actions and give such authorizations as are necessary, expedient, incidental, ancillary or desirable including for settling or removing any question of doubt or difficulty that may arise with regard to the procedural aspects of implementation of the Scheme only, In so far as the same are not prejudicial to the shareholders of the Transferee bank, who were before the Effective date the Members of the Transferor Bank and such determination or directions, as the case may be, shall be binding on all persons connected herewith or otherwise interested in the Scheme in the same manner as if the same were specifically incorporated in the Scheme.
|
19.
|
The Board of Directors of the Transferee Bank may review the position relating to satisfaction of the following conditions and if necessary waive any of the following, to the extent permissible under law:
|
|
(a)
|
Approval, if required, of any trustee of any debentures or other similar securities, being obtained if such approval is necessary under the terms of issue thereof, and/ or
|
|
(b)
|
Vacating or satisfaction of charges, mortgages or encumbrances, if any on the said assets.
|
20.
|
The Transferor Bank and the Transferee Bank shall, within five (5) days from the date of obtaining approval from the shareholders of both the Transferor Bank and the Transferee Bank, make applications under Section 44A and all other applicable provisions of the said Act and RBI Guidelines for sanctioning of the Scheme by Reserve Bank of India and obtain all approvals, sanctions or consents as may be required by law, and for dissolution of the Transferor Bank without being wound up under the provisions of the said Act.
|
21.
|
This Scheme is specifically conditional upon and subject to:
|
|
(a)
|
Consent to this Scheme by a majority in number representing two-thirds in value of the Members of the Transferor Bank and of the Transferee Bank in their respective Meetings, present in person or by proxy, at a Meeting called for the purpose;
|
|
(b)
|
Sanction of Reserve Bank of India of this Scheme by an order in writing passed in this behalf pursuant to Section 44A of the said Act and RBI Guidelines; and
|
|
(c)
|
Sanction or approval, if any, under any law of the Government of India, or any other authority, agency, department or persons concerned, being obtained and granted in respect of the matters of which such sanction or approval is required.
|
|
(d)
|
Obtaining the approval of the Reserve Bank of India as per Clause 21 (b) above on or before 30.11.2010. The Scheme shall no longer remain valid after 30.11.2010.
|
22.
|
Any Member of Transferor Bank or the Transferee Bank, as the case may be, who has voted against the Scheme at the Meeting of Transferor Bank or the Transferee Bank, as the case may be, or has given notice in writing at or prior to the Meeting of Transferor Bank or the Transferee Bank, as the case may be, or to the presiding officer of the Meeting of either Transferor Bank or the Transferee Bank, as the case may be, that he dissents from the Scheme, shall be entitled, in the event of the Scheme being sanctioned by Reserve Bank of India under Section 44A of the said Act, to claim from the Transferor Bank or the Transferee Bank, as the case may be, in respect of equity shares held by him in the Transferor Bank or the Transferee Bank, as the case may be, their value as determined by Reserve Bank of India when sanctioning the Scheme, and such Member shall, In consideration thereof, compulsorily tender the said shares held by him in the Transferor Bank or the Transferee Bank, as the case may be, to the Transferor Bank or the Transferee Bank, respectively, for cancellation thereof and to that extent, without any further act, instrument
|
23.
|
Upon satisfaction of the said conditions, obtaining the said sanctions and approvals, and passing of the said order or orders referred to in Clause 21 hereinabove, the Transferor Bank or the Transferee Bank, as the case may be, shall, for all purposes including for giving effect to the Scheme, under all laws for the time being in force, be deemed to be in compliance thereof.
|
24.
|
Upon and anytime after the coming into effect of the Scheme and Part IV of this Scheme being given effect to, if any other provision of this Scheme is held to be invalid or unenforceable, then such other provision shall (so far as it is invalid or unenforceable) be given no effect and shall be deemed not to be included in this Scheme but without invalidating any of the remaining provisions of this Scheme including Part IV of this Scheme.
|
25.
|
Pursuant to receipt of an order in terms of sub-clause (b) of Clause 21 hereinabove and sub-section 6A of Section 44A of the said Act, Reserve Bank of India may, by a further order in writing, direct that on such date as may be specified therein, the Transferor Bank shall cease to function and shall stand dissolved on such date notwithstanding anything to the contrary contained in any other taw.
|
26.
|
An order in terms of sub-clause (b) of Clause 21 hereinabove and sub-section 6C of Section 44A of the said Act shall be conclusive evidence that all requirements of Section 44A of the said Act, the RBI Guidelines, and any applicable provisions of the Companies Act or any other applicable law relating to amalgamation, provisions set forth in the Scheme and matters incidental or ancillary thereto have been complied with, and a copy of the said order certified in writing by an officer of Reserve Bank of India to be a true copy thereof, shall in all legal proceedings (whether in appeal or otherwise, and whether instituted before or after the commencement of Section 19 of the Banking Laws (Miscellaneous Provisions) Act, 1963), be admitted as evidence to the same extent as the original order and the original scheme.
|
27.
|
There will be no change in the name of the Transferee Bank by reason of coming into effect of this Scheme.
|
28.
|
All costs, charges and expenses, including any taxes and duties of the Transferor Bank and the Transferee Bank in relation to or in connection with this Scheme and incidental to the completion of the amalgamation of the Transferor Bank In pursuance of this Scheme (other than due diligence expenses of the Transferee Bank) shall be borne and paid by the Transferee Bank. In the event this Scheme does not come into effect, the Transferor
|
29.
|
The obligations of the parties to the Scheme of Amalgamation shall be subject to applicable law.
|
DATE | TRANSFER
NUMBER
|
REGISTERED
FOLIO
NUMBER
|
NAME(S) OF THE TRANSFEREE(S)
|
INITIALS | AUTHORISED
SIGNATORY
|
|
|||||
|
|||||
|
|||||
|
|||||
|
|||||
|
|||||
|
|||||
|
|||||
|
ICICI Bank Limited |
Topic
|
Page No.
|
|
1.
|
Preamble
|
02 |
2.
|
Conflicts of Interest and Outside Activities
|
03
|
3.
|
Privacy / Confidentiality
|
05
|
4.
|
Anti Bribery and Anti Corruption/Gifts and Entertainment |
07
|
5.
|
Personal Investments
|
09
|
6.
|
Know Your Customer / Anti Money Laundering
|
10
|
7.
|
Accuracy of Company Records and Reporting
|
11
|
8.
|
Protecting ICICI Group's Assets
|
12
|
9.
|
Workplace Responsibilities
|
13
|
10.
|
Raising Ethical Issues
|
16
|
11.
|
Special Responsibilities of Superiors and Managers
|
17
|
12. | Compliance with Laws, Rules and Regulations |
18
|
13.
|
Key Irregularities
|
18
|
14.
|
Disciplinary Procedures
|
22
|
15. | Compliance with the Code |
25
|
16. |
Employee Declaration
|
27
|
Group Code of Business Conduct and Ethics | 1 |
ICICI Bank Limited |
·
|
ICICI Group expects all its employees, officers and Directors to act in accordance with high professional and ethical standards. You must be, and be seen to be, committed to integrity in all aspects of your activities and comply with all applicable laws, regulations and internal polices.
|
·
|
In accepting a position with ICICI Group or any of its subsidiaries, each of you become accountable for compliance with the law, with the ICICI Group Code of Business Conduct and Ethics (‘the Code’), and with policies of your respective business units.
|
·
|
The standards of the Code are not necessarily prescribed by the regulators - they are something, which a well respected institution must have in place and adhere to on an ongoing basis. We therefore expect a high level of ethical conduct.
|
·
|
You must conduct your duties according to the language and spirit of this Code and seek to avoid even the appearance of improper behaviour. Your actions need to demonstrate and evidence the principle of acting in good faith and without negligence. You should be aware that even well intentioned actions that violate the law or this Code may result in negative consequences for ICICI Group and for the individuals involved.
|
·
|
While covering a wide range of business practices and procedures, these standards cannot and do not cover every issue that may arise, or every situation where ethical decisions must be made, but rather set forth key guiding principles that represent ICICI Group’s policy.
|
Group Code of Business Conduct and Ethics | 2 |
ICICI Bank Limited |
·
|
Conflicts of interest can occur if our business practices sacrifice interests of one set of customers in favour of another or place business interests ahead of customers.
|
·
|
To address such situations, the Bank has adopted a Framework for Managing Conflict of Interest which articulates several measures taken by the Bank in ensuring that conflicts of interest are handled in an appropriate manner, at the individual employee level, at the level of Board of Directors and at the Group level.
|
·
|
If you are aware of any circumstances which you think may give rise to a conflict of any kind, or if you become aware of information which places you in difficulty in carrying out your function (for example, if you obtain confidential information about a company), you must handle the same as per the conflict of interest framework applicable to your Company.
|
·
|
As part of its management of conflict of interest, the Bank has put in place a process approved by its Product and Process Approval Committee viz., the “Operational Framework for Chinese Wall” for ensuring that confidential information is appropriately secured and decisions and service to clients are independent of such confidential information. There are information barriers between departments that routinely have access to confidential / non - public Information ("Insider Areas") from those who do not have such access ("Public Areas"). As a general principle, “Insider areas” should refrain from sharing any information with any body in the “Public Areas”. However, in case the need is felt, the procedure for crossing the wall including obtaining prescribed approvals needs to be followed.
|
·
|
You would be expected to be sensitive to any activities, interests or relationships that might interfere with or even appear to interfere with, your ability to act in the best interests of ICICI Group and its customers.
|
·
|
You must disclose to the HR of your company, annually, a statement that you have no material interest or any other conflicting interests, in any person who is a party to a material contract or proposed contract with ICICI Group. In case of any doubt in regard to the extent of disclosure applicable, kindly contact the HR department.
|
·
|
Examples of situations that could involve conflicts of interest include:
|
o
|
Selling a product that is profitable for the Group but not appropriate for the customer;
|
Group Code of Business Conduct and Ethics | 3 |
ICICI Bank Limited |
o
|
Ownership, by employees or their family members, of a significant interest in any outside enterprise, which does or seeks to do business with or is a competitor;
|
o
|
Acting as a broker, finder, go-between or otherwise for the benefit of a third party in transactions involving or potentially involving the Group or its interests;
|
o
|
Working, in any capacity, for a competitor, customer, supplier or other third party while employed by ICICI Group;
|
|
o
|
Competing with ICICI Group for the purchase or sale of property, products, services or other interests;
|
|
o
|
Having an interest in a transaction involving the Bank, a competitor, customer or supplier (other than as an employee, officer or director of the Bank and not including routine investments in publicly traded companies);
|
o
|
Receiving a loan or guarantee of an obligation as a result of your position with the Bank;
|
o
|
Directing business to a supplier owned or managed by, or which employs, a relative or friend.
|
·
|
Affect or appear to affect your ability to make unbiased business decisions for ICICI Group;
|
·
|
Be contrary to ICICI Group's interests (e.g. using proprietary knowledge obtained through the course of employment to make investments that are not in the best interest of the ICICI Group);
|
·
|
Be in the businesses of ICICI Group’s customers, suppliers, or competitors that could cause divided loyalty, or even the appearance of divided loyalty.
|
·
|
Due to potential conflicts with ICICI Group, you must obtain approval from Committee of Directors (or an appropriate internal committee in case of other entities in ICICI Group) before you accept a position as a director of an
|
Group Code of Business Conduct and Ethics | 4 |
ICICI Bank Limited |
·
|
Working with professional organisations/ associations does not typically create a conflict of interest where :
|
|
o
|
The work is related to the legitimate professional interest and development of the employee and does not interfere with the employee’s regular duties;
|
o
|
Does not use official resources inappropriately (either physical resources or time);
|
o
|
Does not compete with the work of ICICI Group and is not otherwise contrary to the best interests of the Group;
|
o
|
Does not violate national, international or local law.
|
·
|
It may however be mentioned that, while undertaking outside activities, you should not use ICICI Group name, facilities, or relationships for personal benefit. Further any employee accepting an appointment, as director of an unaffiliated for-profit company/ organisation must ensure proper treatment of confidential information received from such entity in connection with being a director.
|
·
|
Act in the best interests of ICICI Group and its customers and handle activities, interests or relationships in a sensible manner
|
·
|
Handle conflicts of interest as per applicable Conflicts of Interest Framework
|
·
|
Submit an annual statement of Conflicts of Interest to the HR of your Company
|
·
|
Undertake personal investments or outside activities or involve in any financial transaction with colleagues, customers or suppliers that would create conflicts of interest
|
·
|
You must always protect the confidentiality of proprietary and confidential information (sensitive to ICICI Group) you obtain or create in connection with your activities for ICICI Group, in accordance with the applicable law. Your obligation to protect ICICI Group’s proprietary and confidential information
|
Group Code of Business Conduct and Ethics | 5 |
ICICI Bank Limited |
·
|
Proprietary and confidential information include any system, information or process (sensitive in nature) that gives ICICI Group an opportunity to obtain an advantage over competitors; non public information about ICICI Group businesses, its customers and its employees, any other non public information received.
|
·
|
Proprietary and confidential information about ICICI Group, a customer, supplier or distributor, should not be disclosed (even with best of intentions) to anyone (including other employees) not authorized to receive it or has no need to know the information, unless such disclosure is authorized by the customer or is required by law, appropriate legal process or appropriate internal authorities.
|
·
|
Intellectual property of ICICI Group such as trade secrets, patents, trademarks and copyrights, as well as business, research and new product plans, objectives and strategies, records, databases, salary and benefits data, employee medical information, customer, employee and suppliers lists and any unpublished financial or pricing information are some examples of proprietary and confidential information that need to be protected.
|
·
|
Unauthorized use or distribution of proprietary information violates the internal policies and could be illegal. Such use or distribution could result in negative consequences for both ICICI Group and the individuals involved, including potential legal and disciplinary actions.
|
·
|
Acts of ignorance that could lead to leakage of such proprietary information, especially through electronic means – like e-mails, web uploads, removable media (e.g. CD/DVD/pen drive) etc., may lead to investigation and probe against the employees.
|
·
|
It is your responsibility to protect proprietary and confidential information (sensitive in nature) pertaining to the Bank or its customers in a manner commensurate with its classification as per the principles enunciated in the Information Security Policy, Standards & Procedures of ICICI Group.
|
·
|
ICICI Group reserves the rights to monitor its employees’ activities on ICICI owned assets.
|
·
|
We, at ICICI Group, respect the proprietary rights of other companies and their proprietary information and require you also to observe such rights.
|
Group Code of Business Conduct and Ethics | 6 |
ICICI Bank Limited |
·
|
Properly control access to your work areas and computers and keep sensitive information safe and secured in all forms, physical or electronic
|
·
|
Ensure appropriate destruction of information (both physical or electronic) when the same is not required for work anymore
|
·
|
Obtain any relevant information directly from the person concerned
|
·
|
Access to information or data by outsourced will also be subjected to the relevant employee’s accountability, in case such data is misused
|
·
|
Keep customer information secured at all times and uphold ICICI Group Privacy promise for customers
|
·
|
Limit access to non-public information strictly to authorised personnel on a ‘need to know’ basis
|
·
|
Comply with local data protection and privacy laws that affect the collection, use and transfer of personal customer information
|
·
|
While accessing Intranet and Internet, ensure compliance with internal policies and procedures
|
·
|
Ensure that worldwide electronic information exchange and dialogue, electronic business dealings are all as per internal policies and procedures
|
·
|
Report information security incidents such as suspicious emails, individual password sharing, data leakage or data theft, phishing or malware attacks, hacking attempts etc. through the reporting mechanisms of ICICI Group.
|
·
|
Discuss sensitive matters or confidential information in public places
|
·
|
Violate the Information Security Policy applicable to your Company
|
·
|
Transfer official information into personal databases or carry hard copies of official information (otherwise than for official purposes) outside the office, without prior permission from your superior
|
·
|
Pass information, in any manner, directly or indirectly to any recruitment/search agencies or to competitor or any other organisations
|
·
|
Share sensitive information in the subject line or body of e-mails or through unprotected attachments without proper authorisation and approved controls
|
·
|
In general, employees should not accept gifts - anything of value (including entertainment and incentives) from current or prospective customers or suppliers, unless it is in accordance with the Operational Guidelines for
|
Group Code of Business Conduct and Ethics | 7 |
ICICI Bank Limited |
·
|
Gifts
|
·
|
Entertainment and Sponsored Travel
|
·
|
Incentives offers received at the Bank's Level
|
·
|
Gifts and/or entertainment should be offered only post appropriate approvals from relevant senior management and in compliance with the Operational Guidelines for Gifts Entertainment and Sponsored Travel. These guidelines broadly covers following areas:
|
·
|
Gifts
|
·
|
Entertainment, Hospitality and other expenses
|
·
|
Donations
|
·
|
Bribery/Corruption is defined as receiving or offering of an undue reward from/to any third party.
|
·
|
You must note that ICICI Group follows zero tolerance approach towards Bribery and Corruption.
|
·
|
You must not make any payment to or for anyone for the purpose of obtaining or retaining business or for obtaining any favourable action. If you are found to be involved in making such payments, you would be subject to disciplinary action as well as potential civil or criminal liability for violation of the Code.
|
·
|
You should not offer or give any funds or property as donation to any government agency or its representatives, in order to obtain any favourable performance of official duties.
|
·
|
While you are expected to put in best of your efforts in every transaction, you will not be penalised by ICICI Group for delayed performance of a transaction solely on the grounds of refusal to pay bribes.
|
·
|
You should familiarise yourself and comply with the Bank's Anti Bribery and Anti Corruption Policy which is available on the Intranet. You should contact the Compliance Group with any questions on the matter.
|
Group Code of Business Conduct and Ethics | 8 |
ICICI Bank Limited |
·
|
Accept or offer any gift and/or entertainment only in line with the Code and the Operational Guidelines for Gifts Entertainment & Sponsored Travel
|
·
|
Adhere to Bank’s Anti-Bribery & Anti- Corruption Policy
|
·
|
Make any payment to or for anyone that could tantamount to bribe/corruption
|
·
|
Receive/accept a gift, entertainment, etc. from a prospective customer of the Bank
|
·
|
Offer gifts and/or entertainment to any person for the purpose of obtaining or retaining business or for influencing any decision or action of the recipient in an improper manner
|
·
|
To protect the integrity of ICICI Group and its subsidiaries and affiliates, it is essential that you conduct your personal trading as per Code of Conduct for Prevention of Insider Trading (Insider Trading Code) under SEBI guidelines, in an appropriate manner that withstands public scrutiny and does not create even the appearance of impropriety.
|
·
|
ICICI Group policy and the laws of many countries prohibit trading in securities of any company while in possession of material, non-public information (also known as inside information) of any company. Employees of certain ICICI Group businesses are subject to additional personal trading policy restrictions.
|
·
|
You should note that using non-public information to trade in securities, or providing a family member, friend or any other person with a “tip”, is illegal. All on public information should be considered inside information and should never be used for personal gain.
|
·
|
You are required to familiarise yourself and comply with the Bank's Code of Conduct for Prevention of Insider Trading (or such other Code applicable to your Company), copies of which are available on the Intranet or from the Company Secretary. You should contact the Company Secretary with any questions about your ability to buy or sell securities.
|
·
|
Investments in securities should be made as per the Insider Trading Code, of the respective company.
|
·
|
Ensure adherence to the Code for Prevention of Insider Trading applicable to your Company
|
Group Code of Business Conduct and Ethics | 9 |
ICICI Bank Limited |
·
|
Handle personal investments while in possession of “Insider information”
|
·
|
Anti Money Laundering & Combating Financing of Terrorism legislations criminalize flow of money of/from the specified crimes including trafficking of any kind (e.g.: drug, human, animal, organs, body parts, etc.), terrorism, theft, fraud, handling of stolen goods, counterfeiting, etc. It is also an offence to undertake and/or facilitate transactions with individuals and entities whom you suspect of being involved in money laundering or terrorist financing (ML/TF). In such cases, escalate your concerns to the Compliance team responsible for your units.
|
·
|
ICICI Group does not do business with persons suspected to be involved in ML/TF. We are fully aware that no customer relationship is worth compromising our commitment to combating ML/TF.
|
·
|
ICICI Group has adopted the Group Anti Money Laundering (AML) and Combating Financing of Terrorism (CFT) Policy accompanied by detailed procedures with the principal objectives as under:
|
o
|
Preventing ICICI Group from being used by money launderers to further their illicit business;
|
o
|
Enabling ICICI Group to assist law enforcement agencies in identifying and tracking down money launderers;
|
o
|
Ensuring that ICICI Group remains compliant with all relevant anti-money laundering legislation and regulations.
|
·
|
You must exercise requisite care in selecting those with whom we conduct business. While conducting business, you must adhere to processes which are in place for checking the identity and complete profile of the customers and counter parties as per guidelines. In case of unusual transactions which are not of regular nature, care should be exercised and reasons for undertaking that transaction should be analysed/documented with appropriate internal approvals. These processes ensure adequate customer due diligence and ongoing monitoring of their transactions. This is done to detect suspicious transactions during the entire period of relationship.
|
·
|
Ensure adherence to the Group Anti Money Laundering Policy
|
·
|
Undergo relevant training to update yourself on applicable internal KYC/AML guidelines
|
Group Code of Business Conduct and Ethics | 10 |
ICICI Bank Limited |
·
|
Exercise requisite due diligence while accepting a customer and undertaking a transaction and make reasonable enquiries in case of doubt
|
·
|
Escalate all suspicious activities/ transactions (including attempted/aborted transactions) where ML/TF is suspected regardless of the amount involved or the nature of the offence as per the applicable internal procedures. Failure to report suspicious transactions despite having knowledge is an offence under law.
|
·
|
Provide assistance to any person to launder proceeds of any criminal conduct
|
·
|
Prejudice an investigation by informing (i.e. tipping off) the person who is the subject of a suspicious transaction
|
·
|
Attempt to undertake investigations on your own without the guidance of the relevant officials when any incident is reported.
|
·
|
You must ensure that records, data and information owned, collected, used and managed by you for ICICI Group are accurate and complete. Records must be maintained as per the applicable record retention policy of your Company in sufficient detail so as to reflect accurately the company's transactions.
|
·
|
You must assist in maintenance of appropriate records so as to ensure that financial transactions are prepared in accordance with generally accepted accounting principles and that they fairly present the financial conditions and results of the company.
|
·
|
You must observe high standards of decency regarding content and language when creating business records and other documents (such as email) that may be retained by ICICI Group or a third party.
|
·
|
Non-maintenance of these records that comes into your notice and any misappropriation or tampering of records needs to be reported to a relevant authority.
|
·
|
ICICI Group has a responsibility to communicate effectively with shareholders so that they are provided with full, accurate and timely information, in all material respects, about the ICICI Group’s financial results and condition of operations. Our reports and documents are required to be filed with or submitted to regulatory authorities in various countries. Hence, such reports and any other public communications should be full, fair, accurate, timely and understandable.
|
Group Code of Business Conduct and Ethics | 11 |
ICICI Bank Limited |
·
|
You must, therefore, never make inaccurate or misleading reports, certificates, claims or statements to government / regulatory authorities.
|
·
|
Maintain accurate data in sufficient detail to reflect accuracy of company transactions
|
·
|
Assist in preparation of true and fair financial statements of the company
|
·
|
Crosscheck the reports being submitted to regulatory authorities; in case there are any errors found, report to the relevant authority and take corrective action immediately.
|
·
|
Make inaccurate reports to the applicable government / regulatory authorities
|
·
|
Use ICICI Group assets (physical and intellectual) primarily for official purposes
|
·
|
Report any misuse or theft of assets, including instances of data leakage or data theft, by any employee or outsourced agents of ICICI Group that comes to your notice
|
·
|
Copy, sell, use or distribute information, software and other forms of intellectual property in violation of licenses
|
·
|
Misappropriate ICICI Group assets as it is a breach of your duty and may constitute an act of fraud against ICICI Group
|
·
|
Use official resources in another business in which you, a friend or family member is involved
|
·
|
Use official stationery, supplies, and equipment for personal or political matters
|
·
|
Introduce, access or download material considered indecent, offensive, or is related to the production, use, storage , or transmission of sexually explicit or offensive items using ICICI Group assets
|
Group Code of Business Conduct and Ethics | 12 |
ICICI Bank Limited |
·
|
Conduct any illegal or objectionable activities, including gambling, gaming, etc. using ICICI Group assets
|
·
|
Make any changes to the settings or configurations of ICICI Group assets without authorisation as per extant process
|
·
|
Open attachments or click on links in websites or unexpected emails that come from unknown or untrusted sources or seem suspicious
|
·
|
Attempt to hack or gain illegal access to any ICICI Group assets
|
·
|
Download or install freeware or shareware (including screensavers), without authorisation as per the extant process
|
·
|
ICICI Group is committed to adoption of fair employment practices. It ensures diversity of workplace through efforts to recruit, develop and retain the most talented people from a diverse candidate pool. It upholds the principle that advancement is based on talent and performance and there is a commitment to equal opportunity.
|
·
|
As a fair employment practice, we expect that you shall not (during the course of your service or upon cessation of your service for a period of six months from the date of cessation) directly or indirectly on your own accord or on behalf or in conjunction with any other person, convey or solicit or attempt to induce any employee or business associate to leave their current employment with ICICI Group and join the service of the new employer or any competitor.
|
·
|
Although it is common to gather information about the general marketplace, including competitors' products and services, the Company wants to compete fairly.
|
·
|
You should ensure that your workplace is healthy and productive and free from drugs.
|
·
|
ICICI Group is committed to prohibition of harassment and intimidation of employees in the workplace. ICICI Group discourages conduct that implies granting or withholding favours or opportunities as a basis for decisions affecting an individual, in return for that individual’s compliance. Such action is an easier form of harassment to identify because it takes the form of either a threat or a promise, whether explicit or implied.
|
Group Code of Business Conduct and Ethics | 13 |
ICICI Bank Limited |
·
|
ICICI Group has a Sexual Harassment Policy that prohibits unwelcome advances, requests for sexual favours, or other verbal or physical conduct where such conduct has the purpose or effect of unreasonably interfering with an individual’s work performance or creating an intimidating, hostile or offensive working environment.
|
·
|
ICICI Group considers safety of employees as the primary concern. ICICI Group is committed to safety of employees and expects its businesses and employees to comply fully with appropriate laws and internal regulations.
|
·
|
ICICI Group encourages responsible behaviour of its employees and colleagues that result in the best possible accident prevention measures. This applies both to the technical planning of workplaces, equipment, and processes and to safety management and personal behaviour in everyday workplace.
|
·
|
Your work environment, therefore, must conform to the requirements of health oriented safety design and you must constantly be attentive to safety principles.
|
·
|
The quality of our relationships with our suppliers and other external counterparties often has a direct bearing on the quality of our products, services and ultimately our customer relationships. We therefore expect our suppliers to operate to the same standards as we expect of ourselves.
|
·
|
All such relationships with external counter-parties should be conducted in professional and impartial manner. Vendor selection and hiring decisions must be made objectively and in best interest of ICICI Group, based on evaluation of integrity, suitability, price, delivery of goods/ service, quality and other pertinent factors. You should commit to fair contract and payment terms with them in return of good service at a good price supplied in a responsible manner.
|
·
|
Your personal relationship with contractors, suppliers and vendors should be disclosed to your superior at the time of entering into the transaction and should not influence decisions made on behalf of ICICI Group. Negotiations with customers and potential customers should be conducted in a professional manner.
|
·
|
Vendors or suppliers should not be used for any personal purposes, so as to have any conflict of interest while dealing with them.
|
·
|
Employees, officers and Directors are prohibited from taking for themselves business opportunities that arise through the use of corporate property, information or position. No employee, officer or Director may use corporate
|
Group Code of Business Conduct and Ethics | 14 |
ICICI Bank Limited |
·
|
Competing with ICICI Group may involve engaging in the same line of business as the Group, or any situation where the employee, officer or Director takes away from the Group opportunities for sales or purchases of property, products, services or interests.
|
·
|
In order to pro-actively manage our reputation with the media and to ensure consistency of messages, interaction with media must only occur with the prior approval of Corporate Brand and communications Group.
|
·
|
Social media allows users to interact with each other by sharing information, opinions, knowledge and interests. Some examples of social media are sites such as Facebook, YouTube, LinkedIn, Orkut, Twitter etc.
|
·
|
There are various risks associated with communicating on the Social Media platform. Thus, there is a need to address such concerns in an appropriate manner keeping in mind employee’s freedom and the interest of the Bank and its wider stakeholders.
|
·
|
Bank’s Social Media Policy lays down standards employees should adhere to while communicating internally, externally as well as online.
|
·
|
Ensure that external, internal & online communications are in line with the Bank’s Social Media Policy
|
·
|
Respect personal dignity, privacy, and personal rights of every individual
|
·
|
Work together with women and men of various nationalities, cultures, religions, and races in a professional manner
|
·
|
Be open and honest and stand by your responsibility
|
·
|
Treat our customers, suppliers, competitors and employees fairly
|
·
|
Maintain the safe and healthy working environment provided by the company
|
·
|
Be committed to prevent wasteful use of natural resources
|
·
|
Discriminate, harass or offend anybody by whatever means, be it sexual or otherwise
|
Group Code of Business Conduct and Ethics | 15 |
ICICI Bank Limited |
·
|
Use ICICI Group systems to transmit or receive electronic images or text of a sexual nature or containing ethical slurs, racial epithets or other harassing, offensive or lewd materials
|
·
|
Obtain competitive information by unethical or illegal means, such as corporate espionage or improper access to confidential information
|
·
|
Engage in contacts with competitors that could create even an appearance of improper agreements, whether the contact is in person, in writing, by telephone or through e-mail
|
·
|
Take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts or any other unfair dealing practice
|
·
|
Do not issue directives to violate the terms of vendor’s contracts
|
·
|
ICICI Group encourages employees to report to their supervisor/ HR/ compliance, concerns and suspected violations of the Code, internal policies, external legal and regulatory requirements etc. You may choose to remain anonymous if you wish. All significant breaches should be escalated immediately.
|
·
|
ICICI Group will conduct prompt and thorough investigations of alleged violation and take appropriate corrective action.
|
·
|
Retaliatory action against an employee for making a good faith report is prohibited.
|
·
|
HR takes appropriate actions against individuals who have broken laws, rules and regulations.
|
·
|
An employee who knowingly violates the internal policies and guidelines shall be subject to disciplinary action, including demotion or dismissal.
|
·
|
In case of any doubts in undertaking any new role, assignment or responsibilities, please ensure all dos and don’ts are well understood, so as to avoid pleading ignorance by overstepping on some protocols.
|
Group Code of Business Conduct and Ethics | 16 |
ICICI Bank Limited |
·
|
Report to your supervisor/HR/compliance, concerns and suspected violations of the Code, internal policies, external legal and regulatory requirements etc
|
·
|
Knowingly withhold information that raises ethical questions and bring such issues to the attention of senior management or ensure reporting as per the applicable Whistle Blower Policy
|
·
|
Destroy records that are potentially relevant to a violation of law or any litigation or any pending, threatened or foreseeable government investigation or proceeding
|
·
|
Duty of selection - Carefully select the employees for a job in light of their personal and professional qualifications. The duty of care increases with the importance of the obligation to be entrusted to the employee.
|
·
|
Duty of instruction – Formulate obligations in a precise, complete, and binding manner, especially with a view to ensure compliance with provisions of instructions.
|
·
|
Duty of monitoring - Ensure that compliance with provisions of applicable laws / regulations is monitored on a constant basis.
|
·
|
Duty of communication – Communicate to the employees that any violations of the applicable laws/regulations are disapproved of and would have disciplinary implications.
|
·
|
Strive to create and sustain an environment that promotes ethical behaviour
|
·
|
Assist your staff to understand and apply the internal policies and procedures
|
·
|
Encourage and practice whistle blowing, so as to avoid any doubts later that an offence was being committed with your knowledge, which could be construed as connivance by the employee
|
·
|
Issue directives to violate the terms of internal policies/procedures
|
Group Code of Business Conduct and Ethics | 17 |
ICICI Bank Limited |
·
|
ICICI Group's Policy is to maintain an open and co-operative relationship with our regulators and to comply with all applicable laws, rules and regulations. The Group also disseminates information regarding compliance with laws, rules and regulations that affect business.
|
·
|
Accordingly the Bank has put in place the Group Compliance Policy as approved by the Board of Directors.
|
·
|
Violation of the law must be avoided under any circumstances, especially violations that attract punishment of imprisonment, monetary penalties, or fines. Notwithstanding the legal consequences of such violation, any employee found guilty will be additionally liable to disciplinary actions, initiated by the company for violating the Code.
|
·
|
Particular care should be taken to act legally in those areas where the law is evolving rapidly or is being extended to cover activities that have not been covered by legal requirements in the past. When in doubt, the Compliance Group should be consulted.
|
·
|
Familiarise yourself with the ICICI Group Compliance Policy
|
·
|
Comply with all applicable laws, rules and regulations
|
·
|
Contact with regulators through designated officials as per internal guidelines
|
·
|
Notify Compliance Group immediately of any significant contacts made directly by a regulator
|
·
|
Commit an illegal or unethical act, or instruct others to do so, for any reason
|
·
|
Commit such acts simply because you see someone else doing it, or your supervisor not warning you
|
·
|
While the Group believes that the employees would realise and appreciate the need to follow this Code in letter and spirit, in an unfortunate incident or act of breach, a corrective and/or deterrent action becomes unavoidable. Therefore any breach of the stipulations mentioned in the Code should be treated as misconduct for which appropriate penalty would be imposed.
|
Group Code of Business Conduct and Ethics | 18 |
ICICI Bank Limited |
·
|
Based on the intent, seriousness and mitigating/extenuating circumstances of such non-compliance the breaches can be broadly classified into four categories as detailed hereunder.
|
·
|
Unpunctual or irregular attendance, leaving workplace without permission, habitual or prolonged absence without leave
|
·
|
Negligence or failure to take due care while obtaining and preserving documents/records
|
·
|
Negligence or failure to ensure accuracy and timely completion of work
|
·
|
Indecent/discourteous behaviour with customers, employees, superiors etc
|
·
|
Not following the prescribed dress code
|
·
|
Showing an intransigent or unreasonably negative attitude to management and/or fellow employees
|
·
|
Minor breach of health and safety requirements
|
·
|
Smoking in a non designated area
|
·
|
Careless use of the Company’s equipment or furniture
|
·
|
Refusing to attend nominated training programs unless agreed upon with superior
|
·
|
Use of foul or abusive language (whether verbal or in writing)
|
·
|
Refusing a reasonable request to moderate changes in responsibilities if such a change is a business necessity
|
·
|
Being under the influence of alcohol and/or drugs not medically prescribed when at work (whether on ICICI Group premises or otherwise)
|
·
|
Consumption or being under the influence of drugs not medically prescribed and/or excessive alcohol at a management sponsored event
|
·
|
Indulging in habitual errors, negligence while performing duties
|
·
|
Failing to comply with ICICI Group policies, procedures, rules and working practices
|
·
|
Obstructing the customers from dealing with ICICI Group or obstructing other employees from discharging their responsibilities
|
·
|
Engaging in any other trade/ business/ employment while in the employment of the Company without confirming with your supervisor
|
·
|
Participation in any demonstration against the Company or its officials
|
·
|
Accepting gifts and favours from clients and vendors in violation of relevant guidelines
|
Group Code of Business Conduct and Ethics | 19 |
ICICI Bank Limited |
·
|
Disrupting/slowing down of continuous customer service or work, in the branch or office –either solely or by way of participation in strike, bandh etc
|
·
|
Violation of any of the provisions of the security policy including Information Security Policy of the company
|
·
|
Taking a decision, which has financial implications favouring you, any of your teams or relatives
|
·
|
Involvement in harassment including sexual harassment or racial harassment
|
·
|
Failure to take all possible steps to protect the interest of ICICI Group and to perform duties with utmost integrity, honesty, devotion & diligence
|
·
|
Indulging in any act which is likely to cause damage/loss to the property and which are prejudicial to the reputation and interest of ICICI Group
|
·
|
Failure to act in the best judgment while performing duties as well as while exercising delegated power entrusted by ICICI Group
|
·
|
Failure to avoid indebtedness in any manner while in service
|
·
|
Engaging in and/or facilitating any financial dealing/s including money lending whatsoever with colleagues
|
·
|
Any act which brings or have the potential to bring dis-repute to the image of ICICI Group at all times
|
·
|
Failure to comply with existing regulatory rules and regulations such as Reserve Bank of India Act, 1934 and Banking Regulations Act, 1949, etc
|
·
|
Any other act which is against the ethos/culture of the company
|
·
|
Suppressing or misrepresentation of facts
|
·
|
Any act of creation/acceptance of fake/ incorrect/ fraudulent records or manipulation of records with fraudulent intention i.e. fudging of records, MIS records, etc
|
·
|
Failure of due diligence in any deal/transaction to avoid any possibilities of a fraud or money laundering
|
·
|
Data theft or pilferage or any dishonest act
|
·
|
Involvement in any act in the area of corruption, misuse of office, criminal offences, suspected or actual fraud etc
|
·
|
Helping customers in ways which could lead to a loss to ICICI Group
|
·
|
Engaging in and/or facilitating any financial dealings through your personal banking account. The Bank has issued Guidelines for “Operating Salary Account" by staff for reference in this regard
|
Group Code of Business Conduct and Ethics | 20 |
ICICI Bank Limited |
(i)
|
“Wrongful gain” means the gain by unlawful means of property to which the person gaining is not legally entitled;
|
(ii)
|
“Wrongful loss” means the loss by unlawful means of property to which the person losing is legally entitled.
|
·
|
Failure to act in spite of having knowledge of wrong things being practiced,
|
·
|
Failure to take corrective steps to stop such wrong practices,
|
·
|
Failure to escalate such matters to higher authorities
|
Group Code of Business Conduct and Ethics | 21 |
ICICI Bank Limited |
·
|
The primary objective of the disciplinary procedure is to make employees aware of the instance/s of apparent and reported breach of the Code on their part and to afford such employees with an opportunity of making submission against such reported instance/s including improving their attendance, work performance or amending/ rectifying their conduct as the case may be, should they fall below the standards expected by ICICI Group.
|
·
|
When deciding upon the appropriate way to deal with any potential issues an employee has in meeting ICICI Group standards, the reasons behind this difficulty will be considered. There may be occasions when problems are due to an employee’s incapability to do his/her job, personal circumstances or health rather than there being any measure of personal blame. In such cases, the employee will be informed by the immediate manager that he/she is not meeting the required standards.
|
·
|
The immediate manager will discuss his or her concerns with the employee and where appropriate, will agree objectives with the employee to be achieved over a reasonable period of time. The immediate manager will also discuss any assistance the employee may require, including where practicable - training. If after a reasonable time, an employee is still unable to reach the required standards, the matter may be dealt with within the context of the disciplinary procedure.
|
·
|
If the problem relates to the employee’s health, the immediate manager may arrange for the employee to see ICICI Group nominated Medical Advisor.
|
·
|
If the problem stems from the employee’s failure to demonstrate satisfactory conduct, or there are problems with the employee’s performance e.g. due to the employee’s inattention or lack of motivation, the disciplinary procedure will be implemented.
|
·
|
Usually disciplinary procedure would start after detailed fact finding exercise/internal investigation including one-to-one discussion with the concerned employee, where-ever possible-by the respective business group, is carried out and a detailed report to that effect is submitted to HRMG. In deserving cases such investigation may be carried out independent of the respective business group.
|
Group Code of Business Conduct and Ethics | 22 |
ICICI Bank Limited |
·
|
Condoning, advising, warning, censuring, etc
|
·
|
Imposition of fine
|
·
|
Suspension from employment for a certain period of time
|
·
|
Adversely impacting annual performance rating
|
·
|
Withholding of increment
|
·
|
Withholding of performance linked bonus / incentive (partly)
|
·
|
Recovery of full / partial monetary loss caused or likely to be caused to the Company
|
·
|
Suspension from employment for a certain period of time
|
·
|
Withholding of increments
|
·
|
Withholding of Performance linked bonus / incentive
|
·
|
Withholding of promotion
|
·
|
Demoting to the lower grade or level
|
·
|
Reduction in basic salary
|
·
|
Termination of services
|
·
|
Dismissal from services
|
·
|
It must be clearly understood that the Company will be the sole judge to decide on the categorization of breaches as also the form of corrective actions.
|
·
|
All disciplinary action would start on the basis of the report received by the HRMG from the respective business group after following the process as described in the foregoing.
|
·
|
Depending upon the nature of such report employee/s would be informed in writing of the gist of the instance/s of breach of the Code reported against them and would be afforded with an opportunity to make their submission/s in writing within specific time frame to the designated official in HRMG. On receipt
|
Group Code of Business Conduct and Ethics | 23 |
ICICI Bank Limited |
·
|
HRMG of the Company would put in place a matrix of Disciplinary Authority and the Appellate Authority to carry out all administrative/disciplinary actions envisaged under the Code.
|
Grade
|
Disciplinary Authority
|
Appellate Authority
|
Employee in the grades upto
and inclusive of Chief
Manager (Band I)
|
Assistant General
Manager
|
Deputy General
Manager |
Chief Manager (Band II) and
Assistant General Manager
|
Joint General
Manager
|
General Manager
|
Deputy General Manager
and Joint General Manager
|
Senior General
Manager
|
Executive Director
|
General Manager, Senior
General Manager (Band – I)
and Senior General Manager
– (Band II)
|
Executive Director
|
Managing Director and
Chief Executive Officer
|
·
|
The range of possible actions outlined above should not be regarded as necessarily either sequential or cumulative. ICICI Group reserves the right to omit any or all of the levels of action where it considers it appropriate. It is for the relevant manager to decide which of the possible responses is appropriate in any given case. For example, if a single breach of discipline is serious (albeit it may be the employee’s first breach of discipline) the employee may be given a final warning notwithstanding the fact that no previous warnings have been given.
|
Group Code of Business Conduct and Ethics | 24 |
ICICI Bank Limited |
·
|
ICICI Group reserves the right to suspend an employee on payment of Subsistence Allowance as per rules pending the outcome of disciplinary action.
|
·
|
ICICI Group recognises the need for this Code to be applied equally to everyone it covers. All employees, Directors and officers are expected to comply with all of the provisions of this Code. The Code will be strictly enforced and violations will be dealt with immediately, including subjecting persons to corrective and/or disciplinary action such as dismissal or removal from office.
|
·
|
The Group Compliance Officer will have primary authority and responsibility for implementing this Code across the ICICI Group, subject to the supervision of the Board Governance & Remuneration Committee or, in the case of accounting, internal accounting controls or auditing matters, the Audit Committee of the Board of Directors. ICICI Group will devote the necessary resources to enable the Group Compliance Officer to establish such procedures as may be reasonably necessary to create a culture of accountability and facilitate compliance with this Code. Queries concerning this Code should be directed to the Group Compliance Officer. A facility to raise such queries has been hosted on the Universe.
|
·
|
Employees, officers and Directors should promptly report any concerns about violations of ethics, laws, rules, regulations or this Code, including by any senior executive officer or director, to their supervisors/managers or the Group Compliance Officer or in the case of accounting, internal accounting controls or
|
Group Code of Business Conduct and Ethics | 25 |
ICICI Bank Limited |
·
|
The Group Compliance Officer shall notify the Board Governance & Remuneration Committee of any concerns about violations of ethics, laws, rules, regulations of this Code by any senior executive officer or Director reported to him.
|
·
|
You should report actions that may involve conflict of interest to the Group Compliance Officer. In order to avoid conflicts of interest, executive officers and Directors must disclose to the Group Compliance Officer any material transaction or relationship that reasonably could be expected to give rise to such a conflict, and the Group Compliance Officer shall notify the Board Governance & Remuneration Committee of any such disclosure. Conflicts of interest involving the Group Compliance Officer shall be disclosed to the Board Governance & Remuneration Committee.
|
·
|
ICICI Group encourages all employees, officers and Directors to report any suspected violations promptly and intends to thoroughly investigate any good faith reports of violations. ICICI Group will not tolerate any kind of retaliation for reports or complaints regarding misconduct that were made in good faith. Open communication of issues and concerns by all employees, officers and Directors without fear of retribution or retaliation is vital to the successful implementation of this Code. You are required to cooperate in internal investigations of misconduct and unethical behaviour.
|
·
|
Interested parties may also communicate directly with the Company’s non-management Directors through contact information mentioned in the Company’s Annual Report or on the website.
|
Group Code of Business Conduct and Ethics | 26 |
ICICI Bank Limited |
·
|
I have read and understood the terms of employment applicable to me and the provisions of the Group Code of Business Conduct and Ethics
|
·
|
I shall, during the course of my service with the Bank/Group companies or in the event of cessation of my service in the future, due to any reason whatsoever, for a period of six months from the date of such cessation, directly or indirectly, either on my own accord or on behalf or in conjunction with any other person/s, firm or company refrain/desist from canvassing or soliciting attempting to or inducing any employee(s) business associate(s) to leave their current employment with the Bank/Group companies/ business partners to join the services of any new employer/firm/company or any other competitor of the Group companies/ Business Partners.
|
·
|
I am aware that any act in contravention of the above provision on my part shall attract initiation of appropriate action as deemed fit by ICICI Group.
|
·
|
I shall disclose the following details, whenever required by the Company:
|
·
|
All bank accounts being held by me - either singly or jointly with other family members
|
·
|
Investment made in immovable property including sale of such property
|
·
|
A statement that I have no material interest or any other conflicting interests, in any person who is a party to a material contract or proposed contract with ICICI Group.
|
Group Code of Business Conduct and Ethics | 27 |
|
1.
|
I have reviewed this annual report on Form 20-F of ICICI Bank Limited;
|
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;
|
|
4.
|
The company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:
|
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
(c)
|
Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
|
(d)
|
Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting; and
|
|
5.
|
The company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent functions):
|
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and
|
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting.
|
Chanda Kochhar
|
|
Managing Director & Chief Executive Officer
|
|
1.
|
I have reviewed this annual report on Form 20-F of ICICI Bank Limited;
|
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;
|
|
4.
|
The company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:
|
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
(c)
|
Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
|
(d)
|
Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting; and
|
|
5.
|
The company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent functions):
|
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and
|
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting.
|
Rakesh Jha
|
|
Chief Financial Officer
|
1.
|
the Report fully complies with the requirements of Section 13(a) or 15(d) of the Exchange Act; and
|
2.
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of ICICI Bank Limited.
|
Chanda Kochhar
Managing Director & Chief Executive Officer
|
|
Rakesh Jha
|
|
Chief Financial Officer
|
M^#=9T7XH^(G\.W%MXBT_4;I[BSUJSTJ&=+32X$NCI][
Z:9XHUB-"KC(U\1[:E4C3C>--^QP^*]G%2=*/U;G4JD:<(P^LRH*?LHJ4I
M-MZU&HZ;A1=&<9MN,I)3J4W*-KRE.,5;Y5*SENET/Z<(R>G'`&0.Q/./\
M]>M<4;J][74FKIZ:;65[KW;736_>./CW<^'?@+I6C>'--\!>(;2/7_'/Q*U6
M[TN]USPS:6-^\<>F>#?#