6-K 1 dp111148_6k.htm FORM 6-K

 

FORM 6-K

 

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

Report of Foreign Issuer

 

Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934

 

For the month of August, 2019

Commission File Number: 001-15002

 

ICICI Bank Limited
(Translation of registrant’s name into English)

 

ICICI Bank Towers,
Bandra-Kurla Complex
Mumbai, India 400 051
(Address of principal executive office)

 

Indicate by check mark whether the registrant files or will file
annual reports under cover Form 20-F or Form 40-F.

 

Form 20-F   X    Form 40-F      

 

Indicate by check mark if the registrant is submitting the Form 6-K
in paper as permitted by Regulation S-T Rule 101(b)(1):

 

Yes          No   X 

 

Indicate by check mark if the registrant is submitting the Form 6-K
in paper as permitted by Regulation S-T Rule 101(b)(7):

 

Yes         No   X 

 

Indicate by check mark whether by furnishing the information
contained in this Form, the Registrant is also thereby furnishing the
information to the Commission pursuant to Rule 12g3-2(b)
under the Securities Exchange Act of 1934:

 

Yes         No   X 

 

If “Yes” is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g 3-2(b): Not Applicable

 

 

 

 

Table of Contents

 

Item    
     
1. Other news
   
2. Consolidated Report dated August 9, 2019 issued by the Scrutinizer, Mr. Alwyn D’Souza, Practising Company Secretaries pursuant to Section 108 of the Companies Act, 2013 and Rule 20 of the Companies (Management and Administration) Rules, 2014.
   
3. Voting results in the format prescribed under Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
   
4. Summary of the proceedings of the Annual General Meeting.

 

 

 

 

 

Item 1
 

 

 

OTHER NEWS

 

Sub: Disclosure under Indian Listing Regulations

 

IBN

ICICI Bank Limited (the ‘Bank’) Report on Form 6-K

 

The Bank has made the below announcement to the Indian stock exchanges:

 

The Twenty-Fifth Annual General Meeting (“AGM”) of the Members of ICICI Bank Limited was held on Friday, August 9, 2019 at 11:45 a.m. at Professor Chandravadan Mehta Auditorium, General Education Centre, Opposite D. N. Hall Ground, The Maharaja Sayajirao University, Pratapgunj, Vadodara 390 002.

 

Pursuant to Section 108 of the Companies Act, 2013 (‘’the Act’’) read with Rule 20 of the Companies (Management and Administration) Rules, 2014, as amended (‘’the Rules’’), Members of the Bank holding shares as on the cut-off date i.e. August 2, 2019, were given the opportunity to exercise their right to vote on the resolutions set out in the Notice of AGM through remote e-voting during the period commencing from Tuesday, August 6, 2019 (9:00 a.m. IST) to Thursday, August 8, 2019 (5:00 p.m. IST).

 

In line with the said Rules, the Bank had also provided electronic voting facility at the AGM venue to those Members who attended the AGM but could not cast their vote through remote e-voting and were holding shares as on the cut-off date i.e. August 2, 2019.

 

The electronic voting services were provided by National Securities Depository Limited.

 

 

 

 

 

ICICI Bank Limited

ICICI Bank Towers

Bandra-Kurla Complex

Mumbai 400 051, India.

Tel.: (91-22) 2653 1414

Fax: (91-22) 2653 1122

Website www.icicibank.com

CIN.: L65190GJ1994PLC021012

Regd. Office: ICICI Bank Tower,

Near Chakli Circle,

Old Padra Road

Vadodara 390007. India

 

 

 

 

We submit the following:

 

1. Consolidated Report dated August 9, 2019 issued by the Scrutinizer,             Mr. Alwyn D’Souza, Practising Company Secretaries pursuant to Section 108 of the Companies Act, 2013 and Rule 20 of the Companies (Management and Administration) Rules, 2014.
2. Voting results in the format prescribed under Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
3. Summary of the proceedings of the Annual General Meeting.

 

Please take the above information on record. The above will also be hosted on our website at www.icicibank.com.

 

ICICI Bank Limited

ICICI Bank Towers

Bandra-Kurla Complex

Mumbai 400 051, India.

Tel.: (91-22) 2653 1414

Fax: (91-22) 2653 1122

Website www.icicibank.com

CIN.: L65190GJ1994PLC021012

Regd. Office: ICICI Bank Tower,

Near Chakli Circle,

Old Padra Road

Vadodara 390007. India

 

 

 

 

Item 2

 

ICICI BANK LIMITED

Registered Office: ICICI Bank Tower, Near Chakli Circle, Old Padra Road,

Vadodara 390 007

Phone: 0265-6722239, Website: www.icicibank.com, E-mail: investor@icicibank.com

 

 

Consolidated Scrutinizer's Report on

 

Remote e-Voting & Electronic Voting conducted at the

 

25thAnnual General Meeting of

 

ICICI Bank Limited, held on

 

FRIDAY, AUGUST 9, 2019

 

 

ALWYN D’SOUZA

ALWYN D’SOUZA & CO.

COMPANY SECRETARIES

 

Annex-103, Dimple Arcade, Asha Nagar, Kandivali (East),Mumbai 400101.

Branch Office: B-002, Gr. Floor, Shreepati-2, Royal Complex, Behind Olympia Tower, Mira Road (E), Thane-401107 ;Tel:022-28125781 ; Mob: 09820465195; 09819334743

Email :alwyn.co@gmail.com Website:www.alwynjay.com

 

 

 

1 

 

 

ALWYN D’SOUZA

ALWYN D’SOUZA & CO.

COMPANY SECRETARIES

 

Annex-103, Dimple Arcade, Asha Nagar, Kandivali (East),Mumbai 400101.

Branch Office: B-002, Gr. Floor, Shreepati-2, Royal Complex, Behind Olympia Tower, Mira Road (E), Thane-401107 ;Tel:022-28125781 ; Mob: 09820465195; 09819334743

Email :alwyn.co@gmail.com Website:www.alwynjay.com

 

 

 

 

Consolidated Scrutinizer's Report on Remote e-Voting & Electronic Voting conducted at the 25th Annual General Meeting of ICICI Bank Limited, held on Friday, August 9, 2019 at 11.45 a.m.

 

 

 

To,

The Chairman,

ICICI Bank Limited,

ICICI Bank Tower,

Near Chakli Circle,

Old Padra Road,

Vadodara 390 007

 

Sub:Passing of Resolution(s) through electronic voting pursuant to section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 as amended.

 

Dear Sir,

 

I, Alwyn D’souza of M/s. Alwyn D’souza & Co., Company Secretaries, Mumbai, appointed by the Board of Directors of ICICI Bank Limited ( “the Company”) as the Scrutinizer for the Remote e-Voting process as well as to scrutinize the electronic voting conducted at the venue of the 25th Annual General Meeting (AGM) (hereinafter referred to as “the e-Voting”) pursuant to Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules,2014, as amended and in accordance with Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. I say, I am familiar and well versed with the concept of electronic voting system as prescribed under the said Rules.

 

2 

 

 

I, submit my report as under:

 

a)The Compliance with the provisions of the Companies Act, 2013 and the Rules made thereunder relating to e-Voting (which includes remote e-Voting and the electronic voting, provided at the venue of AGM) to the Members on the resolutions proposed in the Notice calling the 25th AGM of the Company was the responsibility of the management. My responsibility as a scrutinizer was to ensure that the voting process is conducted in a fair and transparent manner, and render a consolidated scrutinizer’s report on the voting to the Chairman on the resolutions based on the reports generated from the electronic voting system by the National Securities Depository Limited (NSDL).

 

b)The remote e-Voting was commenced on Tuesday, August 6, 2019 (9:00 a.m. IST) and ended on Thursday, August 8, 2019 (5:00 p.m. IST).

 

c)At the 25th AGM of the Company held on Friday, August 9, 2019, the Chairman at the end of the discussions on the resolution(s) announced that the facility to vote electronically has been provided to facilitate voting for those Members who were present at the Meeting but could not participate in the Remote e-Voting to record their votes on the resolutions to be passed.

 

d)On August 9, 2019, after taking count of the votes cast through electronic voting facility provided at the AGM, the votes cast through remote e-voting were unblocked in the presence of two witnesses viz., Mr. Vijay Sonone residing at 507, E3, Lokdhara Phase III, Lokdhara, Kalyan 421306 and Mr. Hardik Pathak residing at 36/10, Shyam Niketan, Gokhale Road, Dhanukar Wadi, Kandivali West, Mumbai 400067 who are not in the employment of the Company;

 

e)I have issued a separate scrutinizer’s report dated August 9, 2019 on the remote e-Voting and electronic voting conducted at venue of the AGM and I hereby submit a consolidated scrutinizer’s report pursuant to Rule 20(4)(xii) of the Companies (Management and Administration) Rules, 2014 on the resolutions contained in the Notice of the 25th AGM.

 

f)The Members holding equity shares as on the “cut-off date” i.e. August 2, 2019 were entitled to vote on the resolutions proposed in the Notice calling the 25th AGM of the Company. Section 12(2) of the Banking Regulation Act, 1949, as amended, caps the voting rights of shareholders of a bank up to 15% of the total voting rights of all shareholders. Accordingly, although the holding by Deutsche Bank Trust Company Americas (Depositary to the ADS holders) was 1,519,530,051 equity shares of face value Rs. 2/- each which formed 23.54% of the total equity shares (6,454,738,031) equity shares of Rs. 2/- each) as on the cut-off date (i.e. August 2, 2019), for the purpose of votes only 968,210,705 equity shares forming 15% of the total equity shares has been taken into account to determine the votes cast through e-Voting.

 

g)The results of the Remote e-Voting together with that of the voting conducted at venue of the AGM by way of electronic voting are as under:

 

3 

 

 

1.RESOLUTION NO.1 AS AN ORDINARY RESOLUTION:

 

Adoption of Financial Statements for the financial year ended March 31, 2019.

 

(i)Voted in favour of the resolution:

 

Particulars of Voting 

 Number of members voted Number of votes cast by them % of total number of valid votes cast

Remote e-Voting 

 2537 4439115903 -
Electronic voting at the AGM 3 585 -
TOTAL 2540 4439116488 100.00

 

(ii)Voted against the resolution:

 

Particulars of Voting 

 Number of members voted Number of votes cast by them % of total number of valid votes cast

Remote e-Voting 

 18 15231 -
Electronic voting at the AGM 0 0 -
TOTAL 18 15231 0.00

 

(iii)Invalid votes:

 

Particulars of Voting Total number of members whose votes were declared invalid Total number of votes cast by them
Remote e-Voting 0 0
Electronic voting at the AGM 0 0
TOTAL 0 0

 

Percentage of votes cast in favour: 100.00

 

Percentage of votes cast against: 00.00

 

4 

 

 

2.RESOLUTION NO.2 AS AN ORDINARY RESOLUTION:

 

Declaration of dividend on equity shares.

 

(i)Voted in favour of the resolution:

 

Particulars of Voting 

 Number of members voted Number of votes cast by them % of total number of valid votes cast

Remote e-Voting 

 2569 4451398507 -
Electronic voting at the AGM 3 585 -
TOTAL 2572 4451399092 100.00

 

(ii)Voted against the resolution:

 

Particulars of Voting

 Number of members voted Number of votes cast by them % of total number of valid votes cast

Remote e-Voting

 20 9380 -
Electronic voting at the AGM 0 0 -
TOTAL 20 9380 0.00

 

(iii)Invalid votes:

 

Particulars of Voting Total number of members whose votes were declared invalid Total number of votes cast by them
Remote e-Voting 0 0
Electronic voting at the AGM 0 0
TOTAL 0 0

 

Percentage of votes cast in favour: 100.00

 

Percentage of votes cast against : 00.00

 

5 

 

 

3.RESOLUTION NO.3 AS AN ORDINARY RESOLUTION:

 

Re-appointment of Mr. Anup Bagchi (DIN: 00105962), who retires by rotation and, being eligible, offers himself for re-appointment.

 

(i)Voted in favour of the resolution:

 

Particulars of Voting

 Number of members voted Number of votes cast by them % of total number of valid votes cast

Remote e-Voting

 2415 4383267449 -
Electronic voting at the AGM 3 585 -
TOTAL 2418   4383268034 98.91

 

(ii)Voted against the resolution:

 

Particulars of Voting

 Number of members voted Number of votes cast by them % of total number of valid votes cast

Remote e-Voting

 150 48482458 -
Electronic voting at the AGM 0 0 -
TOTAL 150 48482458 1.09

 

(iii)Invalid votes:

 

Particulars of Voting Total number of members whose votes were declared invalid Total number of votes cast by them
Remote e-Voting 0 0
Electronic voting at the AGM 0 0
TOTAL 0 0

 

Percentage of votes cast in favour: 98.91

 

Percentage of votes cast against : 1.09

 

6 

 

 

4.RESOLUTION NO.4 AS AN ORDINARY RESOLUTION:

 

Appointment of M/s Walker Chandiok & Co LLP, Chartered Accountants (Registration No. 001076N/N500013) as Statutory Auditors.

 

(i)Voted in favour of the resolution:

 

Particulars of Voting

 Number of members voted Number of votes cast by them % of total number of valid votes cast

Remote e-Voting

 2429 4233124264 -
Electronic voting at the AGM 3 585 -
TOTAL 2432 4233124849 95.51

 

(ii)Voted against the resolution:

 

Particulars of Voting

 Number of members voted Number of votes cast by them % of total number of valid votes cast

Remote e-Voting

 141 198949472 -
Electronic voting at the AGM 0 0 -
TOTAL 141 198949472 4.49

 

(iii)Invalid votes:

 

Particulars of Voting Total number of members whose votes were declared invalid Total number of votes cast by them
Remote e-Voting 0 0
Electronic voting at the AGM 0 0
TOTAL 0 0

 

Percentage of votes cast in favour: 95.51

 

Percentage of votes cast against : 4.49

 

7 

 

 

5.RESOLUTION NO.5 AS AN ORDINARY RESOLUTION:

 

Appointment of Branch Auditors.

 

(i)Voted in favour of the resolution:

 

Particulars of Voting

 Number of members voted Number of votes cast by them % of total number of valid votes cast

Remote e-Voting

 2544 4446940292 -
Electronic voting at the AGM 3 585 -
TOTAL 2547 4446940877 99.90

 

(ii)Voted against the resolution:

 

Particulars of Voting

 Number of members voted Number of votes cast by them % of total number of valid votes cast

Remote e-Voting

 36 4462520 -
Electronic voting at the AGM 0 0 -
TOTAL 36 4462520 0.10

 

(iii)Invalid votes:

 

Particulars of Voting Total number of members whose votes were declared invalid Total number of votes cast by them
Remote e-Voting 0 0
Electronic voting at the AGM 0 0
TOTAL 0 0

 

Percentage of votes cast in favour: 99.90

 

Percentage of votes cast against : 0.10

 

8 

 

 

6.RESOLUTION NO.6 AS AN ORDINARY RESOLUTION:

 

Appointment of Mr. Hari L. Mundra (DIN:00287029) as an Independent Director.

 

(i)Voted in favour of the resolution:

 

Particulars of Voting

 Number of members voted Number of votes cast by them % of total number of valid votes cast

Remote e-Voting

 2389 4267873425 -
Electronic voting at the AGM 3 585 -
TOTAL 2392 4267874010 98.70

 

(ii)Voted against the resolution:

 

Particulars of Voting

 Number of members voted Number of votes cast by them % of total number of valid votes cast

Remote e-Voting

 148 56085967 -
Electronic voting at the AGM 0 0 -
TOTAL 148 56085967 1.30

 

(iii)Invalid votes:

 

Particulars of Voting Total number of members whose votes were declared invalid Total number of votes cast by them
Remote e-Voting 0 0
Electronic voting at the AGM 0 0
TOTAL 0 0

 

Percentage of votes cast in favour: 98.70

 

Percentage of votes cast against : 1.30

 

9 

 

 

7.RESOLUTION NO. 7 AS AN ORDINARY RESOLUTION:

 

Appointment of Ms. Rama Bijapurkar (DIN:00001835) as an Independent Director.

 

(i)Voted in favour of the resolution:

 

Particulars of Voting

 Number of members voted Number of votes cast by them % of total number of valid votes cast

Remote e-Voting

 2381 4204160546 -
Electronic voting at the AGM 3 585 -
TOTAL 2384 4204161131 97.13

 

(ii)Voted against the resolution:

 

Particulars of Voting

 Number of members voted Number of votes cast by them % of total number of valid votes cast

Remote e-Voting

 162 124154868 -
Electronic voting at the AGM 0 0 -
TOTAL 162 124154868 2.87

 

(iii)Invalid votes:

 

Particulars of Voting Total number of members whose votes were declared invalid Total number of votes cast by them
Remote e-Voting 0 0
Electronic voting at the AGM 0 0
TOTAL 0 0

 

Percentage of votes cast in favour: 97.13

 

Percentage of votes cast against : 2.87

 

10 

 

 

8.RESOLUTION NO.8 AS AN ORDINARY RESOLUTION:

 

Appointment of Mr. B. Sriram (DIN:02993708) as an Independent Director .

 

(i)Voted in favour of the resolution:

 

Particulars of Voting

 Number of members voted Number of votes cast by them % of total number of valid votes cast

Remote e-Voting

 2458   4324135008 -
Electronic voting at the AGM 3 585 -
TOTAL 2461 4324135593 99.90

 

(ii)Voted against the resolution:

 

Particulars of Voting

 Number of members voted Number of votes cast by them % of total number of valid votes cast

Remote e-Voting

 83 4177073 -
Electronic voting at the AGM 0 0 -
TOTAL 83 4177073 0.10

 

(iii)Invalid votes:

 

Particulars of Voting Total number of members whose votes were declared invalid Total number of votes cast by them
Remote e-Voting 0 0
Electronic voting at the AGM 0 0
TOTAL 0 0

 

Percentage of votes cast in favour: 99.90

 

Percentage of votes cast against : 0.10

 

11 

 

 

9.RESOLUTION NO.9 AS AN ORDINARY RESOLUTION:

 

Appointment of Mr. Subramanian Madhavan (DIN:06451889) as an Independent Director.

 

(i)Voted in favour of the resolution:

 

Particulars of Voting

 Number of members voted Number of votes cast by them % of total number of valid votes cast

Remote e-Voting

 2394 4207011588 -
Electronic voting at the AGM 3 585 -
TOTAL 2397 4207012173 97.20

 

(ii)Voted against the resolution:

 

Particulars of Voting

 Number of members voted Number of votes cast by them % of total number of valid votes cast

Remote e-Voting

 145 121300053 -
Electronic voting at the AGM 0 0 -
TOTAL 145 121300053 2.80

 

(iii)Invalid votes:

 

Particulars of Voting Total number of members whose votes were declared invalid Total number of votes cast by them
Remote e-Voting 0 0
Electronic voting at the AGM 0 0
TOTAL 0 0

 

Percentage of votes cast in favour: 97.20

 

Percentage of votes cast against : 2.80

 

12 

 

 

10.RESOLUTION NO.10 AS AN ORDINARY RESOLUTION:

 

Appointment of Mr. Sandeep Bakhshi (DIN:00109206) as Managing Director and Chief Executive Officer and fix his remuneration.

 

(i)Voted in favour of the resolution:

 

Particulars of Voting

 Number of members voted Number of votes cast by them % of total number of valid votes cast

Remote e-Voting

 2480 4338139672 -
Electronic voting at the AGM 3 585 -
TOTAL 2483 4338140257 99.99

 

(ii)Voted against the resolution:

 

Particulars of Voting

 Number of members voted Number of votes cast by them % of total number of valid votes cast

Remote e-Voting

 63 370237 -
Electronic voting at the AGM 0 0 -
TOTAL 63 370237 0.01

 

(iii)Invalid votes:

 

Particulars of Voting Total number of members whose votes were declared invalid Total number of votes cast by them
Remote e-Voting 0 0
Electronic voting at the AGM 0 0
TOTAL 0 0

 

Percentage of votes cast in favour: 99.99

 

Percentage of votes cast against : 0.01

 

13 

 

 

11.RESOLUTION NO.11 AS AN ORDINARY RESOLUTION:

 

Appointment of Mr. Sandeep Batra (DIN:03620913) as Director.

 

(i)Voted in favour of the resolution:

 

Particulars of Voting

 Number of members voted Number of votes cast by them % of total number of valid votes cast

Remote e-Voting

 2462 4403477283 -
Electronic voting at the AGM 3 585 -
TOTAL 2465 4403477868 99.33

 

(ii)Voted against the resolution:

 

Particulars of Voting

 Number of members voted Number of votes cast by them % of total number of valid votes cast

Remote e-Voting

 97 29639877 -
Electronic voting at the AGM 0 0 -
TOTAL 97 29639877 0.67

 

(iii)Invalid votes:

 

Particulars of Voting Total number of members whose votes were declared invalid Total number of votes cast by them
Remote e-Voting 0 0
Electronic voting at the AGM 0 0
TOTAL 0 0

 

Percentage of votes cast in favour: 99.33

 

Percentage of votes cast against : 0.67

 

14 

 

 

12.RESOLUTION NO.12 AS AN ORDINARY RESOLUTION:

 

Appointment of Mr. Sandeep Batra (DIN:03620913) as Whole-time Director (designated as Executive Director) and fix his remuneration.

 

(i)Voted in favour of the resolution:

 

Particulars of Voting

 Number of members voted Number of votes cast by them % of total number of valid votes cast

Remote e-Voting

 2449 4338120953 -
Electronic voting at the AGM 3 585 -
TOTAL 2452 4338121538 99.94

 

(ii)Voted against the resolution:

 

Particulars of Voting

 Number of members voted Number of votes cast by them % of total number of valid votes cast

Remote e-Voting

 90 2798359 -
Electronic voting at the AGM 0 0 -
TOTAL 90 2798359 0.06

 

(iii)Invalid votes:

 

Particulars of Voting Total number of members whose votes were declared invalid Total number of votes cast by them
Remote e-Voting 0 0
Electronic voting at the AGM 0 0
TOTAL 0 0

 

Percentage of votes cast in favour: 99.94

 

Percentage of votes cast against : 0.06

 

15 

 

 

13.RESOLUTION NO.13 AS AN ORDINARY RESOLUTION:

 

Revision in remuneration of Mr. N. S. Kannan (DIN: 00066009).

 

(i)Voted in favour of the resolution:

 

Particulars of Voting

 Number of members voted Number of votes cast by them % of total number of valid votes cast

Remote e-Voting

 2373 4327880042 -
Electronic voting at the AGM 3 585 -
TOTAL 2376 4327880627 99.99

 

(ii)Voted against the resolution:

 

Particulars of Voting

 Number of members voted Number of votes cast by them % of total number of valid votes cast

Remote e-Voting

 171 428790 -
Electronic voting at the AGM 0 0 -
TOTAL 171 428790 0.01

 

(iii)Invalid votes:

 

Particulars of Voting Total number of members whose votes were declared invalid Total number of votes cast by them
Remote e-Voting 0 0
Electronic voting at the AGM 0 0
TOTAL 0 0

 

Percentage of votes cast in favour: 99.99

 

Percentage of votes cast against : 0.01

 

16 

 

 

14.RESOLUTION NO.14 AS AN ORDINARY RESOLUTION:

 

Revision in remuneration of Ms. Vishakha Mulye (DIN: 00203578).

 

(i)Voted in favour of the resolution:

 

Particulars of Voting

 Number of members voted Number of votes cast by them % of total number of valid votes cast

Remote e-Voting

 2370 4327877103 -
Electronic voting at the AGM 3 585 -
TOTAL 2373 4327877688 99.99

 

(ii)Voted against the resolution:

 

Particulars of Voting

 Number of members voted Number of votes cast by them % of total number of valid votes cast

Remote e-Voting

 172 429122 -
Electronic voting at the AGM 0 0 -
TOTAL 172 429122 0.01

 

(iii)Invalid votes:

 

Particulars of Voting Total number of members whose votes were declared invalid Total number of votes cast by them
Remote e-Voting 0 0
Electronic voting at the AGM 0 0
TOTAL 0 0

 

Percentage of votes cast in favour: 99.99

 

Percentage of votes cast against : 0.01

 

17 

 

 

15.RESOLUTION NO.15 AS AN ORDINARY RESOLUTION:

 

Revision in remuneration of Mr. Vijay Chandok (DIN: 01545262).

 

(i)Voted in favour of the resolution:

 

Particulars of Voting

 Number of members voted Number of votes cast by them % of total number of valid votes cast

Remote e-Voting

 2359 4327883404 -
Electronic voting at the AGM 3 585 -
TOTAL 2362 4327883989 99.99

 

(ii)Voted against the resolution:

 

Particulars of Voting

 Number of members voted Number of votes cast by them % of total number of valid votes cast

Remote e-Voting

 184 425722 -
Electronic voting at the AGM 0 0 -
TOTAL 184 425722 0.01

 

(iii)Invalid votes:

 

Particulars of Voting Total number of members whose votes were declared invalid Total number of votes cast by them
Remote e-Voting 0 0
Electronic voting at the AGM 0 0
TOTAL 0 0

 

Percentage of votes cast in favour: 99.99

 

Percentage of votes cast against : 0.01

 

18 

 

 

16.RESOLUTION NO.16 AS AN ORDINARY RESOLUTION:

 

Revision in remuneration of Mr. Anup Bagchi (DIN: 00105962).

 

(i)Voted in favour of the resolution:

 

Particulars of Voting

 Number of members voted Number of votes cast by them % of total number of valid votes cast

Remote e-Voting

 2361 4327899990 -
Electronic voting at the AGM 3 585 -
TOTAL 2364 4327900575 99.99

 

(ii)Voted against the resolution:

 

Particulars of Voting

 Number of members voted Number of votes cast by them % of total number of valid votes cast

Remote e-Voting

 181   411279 -
Electronic voting at the AGM 0 0 -
TOTAL 181   411279 0.01

 

(iii)Invalid votes:

 

Particulars of Voting Total number of members whose votes were declared invalid Total number of votes cast by them
Remote e-Voting 0 0
Electronic voting at the AGM 0 0
TOTAL 0 0

 

Percentage of votes cast in favour: 99.99

 

Percentage of votes cast against : 0.01

 

19 

 

 

17.RESOLUTION NO.17 AS A SPECIAL RESOLUTION:

 

Alterations to Memorandum of Association.

 

(i)Voted in favour of the resolution:

 

Particulars of Voting

 Number of members voted Number of votes cast by them % of total number of valid votes cast

Remote e-Voting

 2494 4386661420 -
Electronic voting at the AGM 3 585 -
TOTAL 2497 4386662005 98.54

 

(ii)Voted against the resolution:

 

Particulars of Voting

 Number of members voted Number of votes cast by them % of total number of valid votes cast

Remote e-Voting

 85 65013258 -
Electronic voting at the AGM 0 0 -
TOTAL 85 65013258 1.46

 

(iii)Invalid votes:

 

Particulars of Voting Total number of members whose votes were declared invalid Total number of votes cast by them
Remote e-Voting 0 0
Electronic voting at the AGM 0 0
TOTAL 0 0

 

Percentage of votes cast in favour: 98.54

 

Percentage of votes cast against : 1.46

 

20 

 

 

18.RESOLUTION NO.18 AS A SPECIAL RESOLUTION:

 

Adoption of revised Articles of Association.

 

(i)Voted in favour of the resolution:

 

Particulars of Voting

 Number of members voted Number of votes cast by them % of total number of valid votes cast

Remote e-Voting

 2357 4207032873 -
Electronic voting at the AGM 3 585 -
TOTAL 2360 4207033458 95.18

 

(ii)Voted against the resolution:

 

Particulars of Voting

 Number of members voted Number of votes cast by them % of total number of valid votes cast

Remote e-Voting

 223 212824278 -
Electronic voting at the AGM 0 0 -
TOTAL 223 212824278 4.82

 

(iii)Invalid votes:

 

Particulars of Voting Total number of members whose votes were declared invalid Total number of votes cast by them
Remote e-Voting 0 0
Electronic voting at the AGM 0 0
TOTAL 0 0

 

Percentage of votes cast in favour: 95.18

 

Percentage of votes cast against : 4.82

 

21 

 

 

Based on the foregoing, all the above Resolutions 1 to 18 as also mentioned in the AGM Notice of the Company dated May 6, 2019 were passed under Remote e-voting and electronic voting conducted at AGM with the requisite majority.

 

All the relevant records of remote e-Voting and electronic voting at the AGM will remain in my safe custody until the Chairman considers, approves and signs the Minutes of the 25th Annual General Meeting and the same shall be handed over thereafter to the Company Secretary for safe keeping.

 

Thanking you,

 

Sincerely,

 

/s/ Alwyn D’souza 

 

Alwyn D’souza 

F.C.S No.5559,

Certificate of Practice No.5137

Practising Company Secretary 

Place: Vadodara

Date: August 9, 2019

 

Countersigned by:

For ICICI Bank Limited

 

/s/ Ranganath Athreya

 

Ranganath Athreya

Company Secretary

 

 

22 

 

 

Item 3

 

 

Date of Annual General Meeting August 09, 2019
   
Total number of shareholders on cut off date (August 2, 2019) 871,988
No. of shareholders present in the meeting either in person or through proxy  
Promoters and Promoter Group : Not Applicable
Public : 426
No of shareholders who attended the meeting through video conferencing:  
Promoters and Promoter Group : 0
Public : 0

 

Agenda-wise disclosure (to be disclosed seperately for each agenda item) As disclosed below

 

 

Resolution required : (Ordinary/Special) Item No.1 -  Adoption of Financial Statements for the financial year ended March 31, 2019

 

 

Whether promoter/ promoter group

are interested  in the agenda/

resolution?

 No.

 

 

Category Mode of Voting No. of shares held No of votes Polled  % of Votes Polled on outstanding shares No. of Votes – in favour No. of Votes – against  % of Votes in favour on votes polled  % of Votes against on votes polled
    (1) (2) (3)
([(2)/(1)]*100		 (4) (5) (6)
[(4)/(2)]*100		 (7)
[(5)/(2)]*100
Promoter and Promoter Group E-Voting - - - - - - -
Poll - - - - - - -
Postal Ballot (if applicable) - - - - - - -
Total - - - - - - -
Public - Institutions E-Voting 5,915,617,819 4,414,741,552 74.63 4,414,741,552  - 100.00 -
Poll - - - - - - -
Postal Ballot (if applicable) - - - - - - -
Total 5,915,617,819 4,414,741,552 74.63 4,414,741,552 - 100.00 -
Public - Non Institutions E-Voting 539,120,212 24,390,167 4.52 24,374,936 15,231 99.94 0.0624
Poll - - - - - - -
Postal Ballot (if applicable) - - - - - - -
Total 539,120,212 24,390,167 4.52 24,374,936 15,231 99.94 0.06
Total   6,454,738,031 4,439,131,719 68.77 4,439,116,488 15,231 100.00 0.00

 

1 

 

 

Resolution required : (Ordinary/Special) Item No.2 -  Declaration of dividend on equity shares

 

 

Whether promoter/ promoter group

are interested  in the agenda/

resolution?

 No.

  

 

Category Mode of Voting No. of shares held No of votes Polled  % of Votes Polled on outstanding shares No. of Votes – in favour No. of Votes – against  % of Votes in favour on votes polled  % of Votes against on votes polled
    (1) (2) (3)
([(2)/(1)]*100		 (4) (5) (6)
[(4)/(2)]*100		 (7)
[(5)/(2)]*100
Promoter and Promoter Group E-Voting - - - - - - -
Poll - - - - - - -
Postal Ballot (if applicable) - - - - - - -
Total - - - - - - -
Public - Institutions E-Voting 5,915,617,819 4,424,501,213 74.79 4,424,501,213 - 100.00 -
Poll - - - - - - -
Postal Ballot (if applicable) - - - - - - -
Total 5,915,617,819 4,424,501,213 74.79 4,424,501,213 - 100.00 -
Public - Non Institutions E-Voting 539,120,212 26,907,259 4.99 26,897,879 9,380 99.97 0.03
Poll - - - - - - -
Postal Ballot (if applicable) - - - - - - -
Total 539,120,212 26,907,259 4.99 26,897,879 9,380 99.97 0.03
Total   6,454,738,031 4,451,408,472 68.96 4,451,399,092 9,380 100.00 0.00

 

2 

 

 

Resolution required : (Ordinary/Special) Item No.3 -  Re-appointment of Mr. Anup Bagchi (DIN:00105962) who retires by rotation and, being eligible, offers himself for re-appointment

 

 

Whether promoter/ promoter group

are interested  in the agenda/

resolution?

 No.

 

 

Category Mode of Voting No. of shares held No of votes Polled  % of Votes Polled on outstanding shares No. of Votes – in favour No. of Votes – against  % of Votes in favour on votes polled  % of Votes against on votes polled
    (1) (2) (3)
([(2)/(1)]*100		 (4) (5) (6)
[(4)/(2)]*100		 (7)
[(5)/(2)]*100
Promoter and Promoter Group E-Voting - - - - - - -
Poll - - - - - - -
Postal Ballot (if applicable) - - - - - - -
Total - - - - - - -
Public - Institutions E-Voting 5,915,617,819 4,404,848,449 74.46 4,356,411,829 48,436,620 98.90 1.10
Poll - - - - - - -
Postal Ballot (if applicable) - - - - - - -
Total 5,915,617,819 4,404,848,449 74.46 4,356,411,829 48,436,620 98.90 1.10
Public - Non Institutions E-Voting 539,120,212 26,902,043 4.99 26,856,205 45,838 99.83 0.17
Poll - - - - - - -
Postal Ballot (if applicable) - - - - - - -
Total 539,120,212 26,902,043 4.99 26,856,205 45,838 99.83 0.17
Total   6,454,738,031 4,431,750,492 68.66 4,383,268,034 48,482,458 98.91 1.09

 

3 

 

 

Resolution required : (Ordinary/Special) Item No.4 -  Appointment of Statutory Auditors

 

 

Whether promoter/ promoter group

are interested  in the agenda/

resolution?

 No.

 

 

Category Mode of Voting No. of shares held No of votes Polled  % of Votes Polled on outstanding shares No. of Votes – in favour No. of Votes – against  % of Votes in favour on votes polled  % of Votes against on votes polled
    (1) (2) (3)
([(2)/(1)]*100		 (4) (5) (6)
[(4)/(2)]*100		 (7)
[(5)/(2)]*100
Promoter and Promoter Group E-Voting - - - - - - -
Poll - - - - - - -
Postal Ballot (if applicable) - - - - - - -
Total - - - - - - -
Public - Institutions E-Voting 5,915,617,819 4,405,172,251 74.47 4,206,246,231 198,926,020 95.48 4.52
Poll - - - - - - -
Postal Ballot (if applicable) - - - - - - -
Total 5,915,617,819 4,405,172,251 74.47 4,206,246,231 198,926,020 95.48 4.52
Public - Non Institutions E-Voting 539,120,212 26,902,070 4.99 26,878,618 23,452 99.91 0.09
Poll - - - - - - -
Postal Ballot (if applicable) - - - - - - -
Total 539,120,212 26,902,070 4.99 26,878,618 23,452 99.91 0.09
Total   6,454,738,031 4,432,074,321 68.66 4,233,124,849 198,949,472 95.51 4.49

 

4 

 

 

Resolution required : (Ordinary/Special) Item No.5 -  Appointment of Branch Auditors

 

 

Whether promoter/ promoter group

are interested  in the agenda/

resolution?

 No.

 

 

Category Mode of Voting No. of shares held No of votes Polled  % of Votes Polled on outstanding shares No. of Votes – in favour No. of Votes – against  % of Votes in favour on votes polled  % of Votes against on votes polled
    (1) (2) (3)
([(2)/(1)]*100		 (4) (5) (6)
[(4)/(2)]*100		 (7)
[(5)/(2)]*100
Promoter and Promoter Group E-Voting - - - - - - -
Poll - - - - - - -
Postal Ballot (if applicable) - - - - - - -
Total - - - - - - -
Public - Institutions E-Voting 5,915,617,819 4,424,501,213 74.79 4,420,061,096 4,440,117 99.90 0.10
Poll - - - - - - -
Postal Ballot (if applicable) - - - - - - -
Total 5,915,617,819 4,424,501,213 74.79 4,420,061,096 4,440,117 99.90 0.10
Public - Non Institutions E-Voting 539,120,212 26,902,184 4.99 26,879,781 22,403 99.92 0.08
Poll - - - - - - -
Postal Ballot (if applicable) - - - - - - -
Total 539,120,212 26,902,184 4.99 26,879,781 22,403 99.92 0.08
Total   6,454,738,031 4,451,403,397 68.96 4,446,940,877 4,462,520 99.90 0.10

 

5 

 

 

Resolution required : (Ordinary/Special) Item No.6 -  Ordinary Resolution for appointment of Mr. Hari L. Mundra (DIN:00287029) as an Independent Director

 

 

Whether promoter/ promoter group

are interested  in the agenda/

resolution?

 No.

 

 

Category Mode of Voting No. of shares held No of votes Polled  % of Votes Polled on outstanding shares No. of Votes – in favour No. of Votes – against  % of Votes in favour on votes polled  % of Votes against on votes polled
    (1) (2) (3)
([(2)/(1)]*100		 (4) (5) (6)
[(4)/(2)]*100		 (7)
[(5)/(2)]*100
Promoter and Promoter Group E-Voting - - - - - - -
Poll - - - - - - -
Postal Ballot (if applicable) - - - - - - -
Total - - - - - - -
Public - Institutions E-Voting 5,915,617,819 4,309,671,862 72.85 4,253,632,962 56,038,900 98.70 1.30
Poll - - - - - - -
Postal Ballot (if applicable) - - - - - - -
Total 5,915,617,819 4,309,671,862 72.85 4,253,632,962 56,038,900 98.70 1.30
Public - Non Institutions E-Voting 539,120,212 14,288,115 2.65 14,241,048 47,067 99.67 0.33
Poll - - - - - - -
Postal Ballot (if applicable) - - - - - - -
Total 539,120,212 14,288,115 2.65 14,241,048 47,067 99.67 0.33
Total   6,454,738,031 4,323,959,977 66.99 4,267,874,010 56,085,967 98.70 1.30

 

6 

 

 

Resolution required : (Ordinary/Special) Item No.7 -  Ordinary Resolution for appointment of Ms. Rama Bijapurkar (DIN:00001835) as an Independent Director

 

 

Whether promoter/ promoter group

are interested  in the agenda/

resolution?

 No.

 

 

Category Mode of Voting No. of shares held No of votes Polled  % of Votes Polled on outstanding shares No. of Votes – in favour No. of Votes – against  % of Votes in favour on votes polled  % of Votes against on votes polled
    (1) (2) (3)
([(2)/(1)]*100		 (4) (5) (6)
[(4)/(2)]*100		 (7)
[(5)/(2)]*100
Promoter and Promoter Group E-Voting - - - - - - -
Poll - - - - - - -
Postal Ballot (if applicable) - - - - - - -
Total - - - - - - -
Public - Institutions E-Voting 5,915,617,819 4,314,024,697 72.93 4,190,028,909 123,995,788 97.13 2.87
Poll - - - - - - -
Postal Ballot (if applicable) - - - - - - -
Total 5,915,617,819 4,314,024,697 72.93 4,190,028,909 123,995,788 97.13 2.87
Public - Non Institutions E-Voting 539,120,212 14,291,302 2.65 14,132,222 159,080 98.89 1.11
Poll - - - - - - -
Postal Ballot (if applicable) - - - - - - -
Total 539,120,212 14,291,302 2.65 14,132,222 159,080 98.89 1.11
Total   6,454,738,031 4,328,315,999 67.06 4,204,161,131 124,154,868 97.13 2.87

 

7 

 

 

Resolution required : (Ordinary/Special) Item No.8 -  Ordinary Resolution for appointment of Mr. B. Sriram (DIN:02993708) as an Independent Director

 

 

Whether promoter/ promoter group

are interested  in the agenda/

resolution?

 No.

 

 

Category Mode of Voting No. of shares held No of votes Polled  % of Votes Polled on outstanding shares No. of Votes – in favour No. of Votes – against  % of Votes in favour on votes polled  % of Votes against on votes polled
    (1) (2) (3)
([(2)/(1)]*100		 (4) (5) (6)
[(4)/(2)]*100		 (7)
[(5)/(2)]*100
Promoter and Promoter Group E-Voting - - - - - - -
Poll - - - - - - -
Postal Ballot (if applicable) - - - - - - -
Total - - - - - - -
Public - Institutions E-Voting 5,915,617,819 4,314,024,697 72.93 4,309,884,426 4,140,271 99.90 0.10
Poll - - - - - - -
Postal Ballot (if applicable) - - - - - - -
Total 5,915,617,819 4,314,024,697 72.93 4,309,884,426 4,140,271 99.90 0.10
Public - Non Institutions E-Voting 539,120,212 14,287,969 2.65 14,251,167 36,802 99.74 0.26
Poll - - - - - - -
Postal Ballot (if applicable) - - - - - - -
Total 539,120,212 14,287,969 2.65 14,251,167 36,802 99.74 0.26
Total   6,454,738,031 4,328,312,666 67.06 4,324,135,593 4,177,073 99.90 0.10

 

8 

 

 

Resolution required : (Ordinary/Special) Item No.9 -  Ordinary Resolution for appointment of Mr. Subramanian Madhavan (DIN:06451889) as an Independent Director

 

 

Whether promoter/ promoter group

are interested  in the agenda/

resolution?

 No.

 

 

 

 

Category Mode of Voting No. of shares held No of votes Polled  % of Votes Polled on outstanding shares No. of Votes – in favour No. of Votes – against  % of Votes in favour on votes polled  % of Votes against on votes polled
    (1) (2) (3)
([(2)/(1)]*100		 (4) (5) (6)
[(4)/(2)]*100		 (7)
[(5)/(2)]*100
Promoter and Promoter Group E-Voting - - - - - - -
Poll - - - - - - -
Postal Ballot (if applicable) - - - - - - -
Total - - - - - - -
Public - Institutions E-Voting 5,915,617,819 4,314,024,697 72.93 4,192,767,860 121,256,837 97.19 2.81
Poll - - - - - - -
Postal Ballot (if applicable) - - - - - - -
Total 5,915,617,819 4,314,024,697 72.93 4,192,767,860 121,256,837 97.19 2.81
Public - Non Institutions E-Voting 539,120,212 14,287,529 2.65 14,244,313 43,216 99.70 0.30
Poll - - - - - - -
Postal Ballot (if applicable) - - - - - - -
Total 539,120,212 14,287,529 2.65 14,244,313 43,216 99.70 0.30
Total   6,454,738,031 4,328,312,226 67.06 4,207,012,173 121,300,053 97.20 2.80

 

9 

 

 

Resolution required : (Ordinary/Special) Item No.10 -  Ordinary Resolution for appointment of Mr. Sandeep Bakhshi (DIN: 00109206) as Managing Director and Chief Executive Officer to fix his remuneration

 

 

Whether promoter/ promoter group

are interested  in the agenda/

resolution?

 No.

 

 

Category Mode of Voting No. of shares held No of votes Polled  % of Votes Polled on outstanding shares No. of Votes – in favour No. of Votes – against  % of Votes in favour on votes polled  % of Votes against on votes polled
    (1) (2) (3)
([(2)/(1)]*100		 (4) (5) (6)
[(4)/(2)]*100		 (7)
[(5)/(2)]*100
Promoter and Promoter Group E-Voting - - - - - - -
Poll - - - - - - -
Postal Ballot (if applicable) - - - - - - -
Total - - - - - - -
Public - Institutions E-Voting 5,915,617,819 4,311,612,787 72.89 4,311,275,141 337,646 99.99 0.01
Poll - - - - - - -
Postal Ballot (if applicable) - - - - - - -
Total 5,915,617,819 4,311,612,787 72.89 4,311,275,141 337,646 99.99 0.01
Public - Non Institutions E-Voting 539,120,212 26,897,707 4.99 26,865,116 32,591 99.88 0.12
Poll - - - - - - -
Postal Ballot (if applicable) - - - - - - -
Total 539,120,212 26,897,707 4.99 26,865,116 32,591 99.88 0.12
Total   6,454,738,031 4,338,510,494 67.21 4,338,140,257 370,237 99.99 0.01

 

10 

 

 

Resolution required : (Ordinary/Special) Item No.11 -  Ordinary Resolution for appointment of Mr. Sandeep Batra (DIN:03620913) as Director

 

 

Whether promoter/ promoter group

are interested  in the agenda/

resolution?

 No.

 

 

Category Mode of Voting No. of shares held No of votes Polled  % of Votes Polled on outstanding shares No. of Votes – in favour No. of Votes – against  % of Votes in favour on votes polled  % of Votes against on votes polled
    (1) (2) (3)
([(2)/(1)]*100		 (4) (5) (6)
[(4)/(2)]*100		 (7)
[(5)/(2)]*100
Promoter and Promoter Group E-Voting - - - - - - -
Poll - - - - - - -
Postal Ballot (if applicable) - - - - - - -
Total - - - - - - -
Public - Institutions E-Voting 5,915,617,819 4,406,221,824 74.48 4,376,628,337 29,593,487 99.33 0.67
Poll - - - - - - -
Postal Ballot (if applicable) - - - - - - -
Total 5,915,617,819 4,406,221,824 74.48 4,376,628,337 29,593,487 99.33 0.67
Public - Non Institutions E-Voting 539,120,212 26,895,921 4.99 26,849,531 46,390 99.83 0.17
Poll - - - - - - -
Postal Ballot (if applicable) - - - - - - -
Total 539,120,212 26,895,921 4.99 26,849,531 46,390 99.83 0.17
Total   6,454,738,031 4,433,117,745 68.68 4,403,477,868 29,639,877 99.33 0.67

 

11 

 

 

Resolution required : (Ordinary/Special) Item No.12 -  Ordinary Resolution for appointment of Mr. Sandeep Batra (DIN : 03620913) as Wholetime Director (designated as Executive Director) to fix his remuneration

 

 

Whether promoter/ promoter group

are interested  in the agenda/

resolution?

 No.

 

 

Category Mode of Voting No. of shares held No of votes Polled  % of Votes Polled on outstanding shares No. of Votes – in favour No. of Votes – against  % of Votes in favour on votes polled  % of Votes against on votes polled
    (1) (2) (3)
([(2)/(1)]*100		 (4) (5) (6)
[(4)/(2)]*100		 (7)
[(5)/(2)]*100
Promoter and Promoter Group E-Voting - - - - - - -
Poll - - - - - - -
Postal Ballot (if applicable) - - - - - - -
Total - - - - - - -
Public - Institutions E-Voting 5,915,617,819 4,314,024,697 72.93 4,311,275,141 2,749,556 99.94 0.06
Poll - - - - - - -
Postal Ballot (if applicable) - - - - - - -
Total 5,915,617,819 4,314,024,697 72.93 4,311,275,141 2,749,556 99.94 0.06
Public - Non Institutions E-Voting 539,120,212 26,895,200 4.99 26,846,397 48,803 99.82 0.18
Poll - - - - - - -
Postal Ballot (if applicable) - - - - - - -
Total 539,120,212 26,895,200 4.99 26,846,397 48,803 99.82 0.18
Total   6,454,738,031 4,340,919,897 67.25 4,338,121,538 2,798,359 99.94 0.06

 

12 

 

 

Resolution required : (Ordinary/Special) Item No.13 -  Ordinary Resolution for revision in remuneration of Mr. N. S. Kannan (DIN: 00066009)

 

 

Whether promoter/ promoter group

are interested  in the agenda/

resolution?

 No.

 

 

Category Mode of Voting No. of shares held No of votes Polled  % of Votes Polled on outstanding shares No. of Votes – in favour No. of Votes – against  % of Votes in favour on votes polled  % of Votes against on votes polled
    (1) (2) (3)
([(2)/(1)]*100		 (4) (5) (6)
[(4)/(2)]*100		 (7)
[(5)/(2)]*100
Promoter and Promoter Group E-Voting - - - - - - -
Poll - - - - - - -
Postal Ballot (if applicable) - - - - - - -
Total - - - - - - -
Public - Institutions E-Voting 5,915,617,819 4,314,024,697 72.93 4,313,687,051 337,646 99.99 0.01
Poll - - - - - - -
Postal Ballot (if applicable) - - - - - - -
Total 5,915,617,819 4,314,024,697 72.93 4,313,687,051 337,646 99.99 0.01
Public - Non Institutions E-Voting 539,120,212 14,284,720 2.65 14,193,576 91,144 99.36 0.64
Poll - - - - - - -
Postal Ballot (if applicable) - - - - - - -
Total 539,120,212 14,284,720 2.65 14,193,576 91,144 99.36 0.64
Total   6,454,738,031 4,328,309,417 67.06 4,327,880,627 428,790 99.99 0.01

 

13 

 

 

Resolution required : (Ordinary/Special) Item No.14 - Ordinary Resolution for revision in remuneration of Ms. Vishakha Mulye (DIN: 00203578)

 

 

Whether promoter/ promoter group

are interested  in the agenda/

resolution?

 No.

 

 

Category Mode of Voting No. of shares held No of votes Polled  % of Votes Polled on outstanding shares  No. of Votes – in favour No. of Votes – against  % of Votes in favour on votes polled  % of Votes against on votes polled
    (1) (2) (3)
([(2)/(1)]*100		 (4) (5) (6)
[(4)/(2)]*100		 (7)
[(5)/(2)]*100
Promoter and Promoter Group E-Voting - - - - - - -
Poll - - - - - - -
Postal Ballot (if applicable) - - - - - - -
Total - - - - - - -
Public - Institutions E-Voting 5,915,617,819 4,314,024,697 72.93 4,313,687,051 337,646 99.99 0.01
Poll - - - - - - -
Postal Ballot (if applicable) - - - - - - -
Total 5,915,617,819 4,314,024,697 72.93 4,313,687,051 337,646 99.99 0.01
Public - Non Institutions E-Voting 539,120,212 14,282,113 2.65 14,190,637 91,476 99.36 0.64
Poll - - - - - - -
Postal Ballot (if applicable) - - - - - - -
Total 539,120,212 14,282,113 2.65 14,190,637 91,476 99.36 0.64
Total   6,454,738,031 4,328,306,810 67.06 4,327,877,688 429,122 99.99 0.01

 

14 

 

 

Resolution required : (Ordinary/Special) Item No.15 -  Ordinary Resolution for revision in remuneration of Mr. Vijay Chandok (DIN: 01545262)

 

 

Whether promoter/ promoter group

are interested  in the agenda/

resolution?

 No.

 

 

Category Mode of Voting No. of shares held No of votes Polled  % of Votes Polled on outstanding shares No. of Votes – in favour No. of Votes – against  % of Votes in favour on votes polled  % of Votes against on votes polled
    (1) (2) (3)
([(2)/(1)]*100		 (4) (5) (6)
[(4)/(2)]*100		 (7)
[(5)/(2)]*100
Promoter and Promoter Group E-Voting - - - - - - -
Poll - - - - - - -
Postal Ballot (if applicable) - - - - - - -
Total - - - - - - -
Public - Institutions E-Voting 5,915,617,819 4,314,024,697 72.93 4,313,687,051 337,646 99.99 0.01
Poll - - - - - - -
Postal Ballot (if applicable) - - - - - - -
Total 5,915,617,819 4,314,024,697 72.93 4,313,687,051 337,646 99.99 0.01
Public - Non Institutions E-Voting 539,120,212 14,285,014 2.65 14,196,938 88,076 99.38 0.62
Poll - - - - - - -
Postal Ballot (if applicable) - - - - - - -
Total 539,120,212 14,285,014 2.65 14,196,938 88,076 99.38 0.62
Total   6,454,738,031 4,328,309,711 67.06 4,327,883,989 425,722 99.99 0.01

 

15 

 

 

Resolution required : (Ordinary/Special) Item No.16 -  Ordinary Resolution for revision in remuneration of Mr. Anup Bagchi (DIN: 00105962)

 

 

Whether promoter/ promoter group

are interested  in the agenda/

resolution?

 No.

 

 

Category Mode of Voting No. of shares held No of votes Polled  % of Votes Polled on outstanding shares No. of Votes – in favour No. of Votes – against  % of Votes in favour on votes polled  % of Votes against on votes polled
    (1) (2) (3)
([(2)/(1)]*100		 (4) (5) (6)
[(4)/(2)]*100		 (7)
[(5)/(2)]*100
Promoter and Promoter Group E-Voting - - - - - - -
Poll - - - - - - -
Postal Ballot (if applicable) - - - - - - -
Total - - - - - - -
Public - Institutions E-Voting 5,915,617,819 4,314,024,697 72.93 4,313,687,051 337,646 99.99 0.01
Poll - - - - - - -
Postal Ballot (if applicable) - - - - - - -
Total 5,915,617,819 4,314,024,697 72.93 4,313,687,051 337,646 99.99 0.01
Public - Non Institutions E-Voting 539,120,212 14,287,157 2.65 14,213,524 73,633 99.48 0.52
Poll - - - - - - -
Postal Ballot (if applicable) - - - - - - -
Total 539,120,212 14,287,157 2.65 14,213,524 73,633 99.48 0.52
Total   6,454,738,031 4,328,311,854 67.06 4,327,900,575 411,279 99.99 0.01

 

16 

 

 

Resolution required : (Ordinary/Special) Item No.17 -  Special Resolution for alterations to Memorandum of Association

 

 

Whether promoter/ promoter group

are interested  in the agenda/

resolution?

 No.

 

 

Category Mode of Voting No. of shares held No of votes Polled  % of Votes Polled on outstanding shares No. of Votes – in favour No. of Votes – against  % of Votes in favour on votes polled  % of Votes against on votes polled
    (1) (2) (3)
([(2)/(1)]*100		 (4) (5) (6)
[(4)/(2)]*100		 (7)
[(5)/(2)]*100
Promoter and Promoter Group E-Voting - - - - - - -
Poll - - - - - - -
Postal Ballot (if applicable) - - - - - - -
Total - - - - - - -
Public - Institutions E-Voting 5,915,617,819 4,424,779,598 74.80 4,359,799,428 64,980,170 98.53 1.47
Poll - - - - - - -
Postal Ballot (if applicable) - - - - - - -
Total 5,915,617,819 4,424,779,598 74.80 4,359,799,428 64,980,170 98.53 1.47
Public - Non Institutions E-Voting 539,120,212 26,895,665 4.99 26,862,577 33,088 99.88 0.12
Poll - - - - - - -
Postal Ballot (if applicable) - - - - - - -
Total 539,120,212 26,895,665 4.99 26,862,577 33,088 99.88 0.12
Total   6,454,738,031 4,451,675,263 68.97 4,386,662,005 65,013,258 98.54 1.46

 

17 

 

 

Resolution required : (Ordinary/Special) Item No.18 -  Special Resolution for adoption of revised Articles of Association

 

 

Whether promoter/ promoter group

are interested  in the agenda/

resolution?

 No.

 

 

Category Mode of Voting No. of shares held No of votes Polled  % of Votes Polled on outstanding shares No. of Votes – in favour No. of Votes – against  % of Votes in favour on votes polled  % of Votes against on votes polled
    (1) (2) (3)
([(2)/(1)]*100		 (4) (5) (6)
[(4)/(2)]*100		 (7)
[(5)/(2)]*100
Promoter and Promoter Group E-Voting - - - - - - -
Poll - - - - - - -
Postal Ballot (if applicable) - - - - - - -
Total - - - - - - -
Public - Institutions E-Voting 5,915,617,819 4,392,962,715 74.26 4,180,171,036 212,791,679 94.47 4.84
Poll - - - - - - -
Postal Ballot (if applicable) - - - - - - -
Total 5,915,617,819 4,392,962,715 74.26 4,180,171,036 212,791,679 94.47 4.84
Public - Non Institutions E-Voting 539,120,212 26,895,021 4.99 26,862,422 32,599 99.88 0.12
Poll - - - - - - -
Postal Ballot (if applicable) - - - - - - -
Total 539,120,212 26,895,021 4.99 26,862,422 32,599 99.88 0.12
Total   6,454,738,031 4,419,857,736 68.47 4,207,033,458 212,824,278 95.18 4.82

 

 

Details of Invalid Votes
Category No. of Votes
Promoter & Promoter Group Nil
Public Institutions Nil
Publi - Non Institutions Nil

 

Percentage figures have been rounded off to nearest decimal.

All the above resolutions have been passed with requisite majority.        

 

 

Note: Section 12(2) of the Banking Regulation Act, 1949 caps the voting rights of shareholders of a bank upto 15% of the total voting rights of all shareholders. In line with the same, the shareholding of Deutsche Bank Trust Company Americas (DBTCA)(Depositary to the ADS holders) which was 1,519,530,051 equity shares and which formed 23.54% of the total equity shares (6,454,738,031 equity shares) as on the cut off date i.e. August 2, 2019 was reckoned only to the extent of 968,210,705 equity shares i.e. 15% of the total equity shares for the purpose of electronic voting. Hence in the column pertaining to number of shares held, the actual number of shares held by DBTCA i.e. 1,519,530,051 equity shares is included and in the number of votes polled, only 15% of the total number of equity shares i.e 968,210,705 equity shares are reckoned

 

For ICICI Bank Limited

/s/ Vivek Ranjan        

Vivek Ranjan

Chief Manager

 

18 

 

 

Item 4

 

Summary of proceedings of the Twenty-Fifth Annual General Meeting of ICICI Bank Limited held on Friday, August 9, 2019

 

The Twenty-Fifth Annual General Meeting (AGM) of the Members of the Bank was held on Friday, August 9, 2019 at 11.45 a.m. at Professor Chandravadan Mehta Auditorium, General Education Centre, Opposite D. N. Hall Ground, The Maharaja Sayajirao University, Pratapgunj, Vadodara 390 002.

 

Mr. Girish Chandra Chaturvedi, Non-Executive (part-time) Chairman of the Bank, chaired the meeting.

 

The Meeting was attended by 426 Members in person, by proxy and through authorised representatives.

 

The following Directors were present:

 

1.Mr. Girish Chandra Chaturvedi, Chairman

2.Mr. S. Madhavan, non-executive Independent Director

3.Ms. Neelam Dhawan, non-executive Independent Director and Chairperson of the Board Governance, Remuneration & Nomination Committee

4.Mr. Radhakrishnan Nair, non-executive Independent Director

5.Ms. Rama Bijapurkar, non-executive Independent Director

6.Mr. B. Sriram, non-executive Independent Director

7.Mr. Uday Chitale, non-executive Independent Director and Chairman of the Audit Committee

8.Mr. Anup Bagchi, Executive Director

9.Mr. Sandeep Bakhshi, Managing Director & Chief Executive Officer

10.Ms. Vishakha Mulye, Executive Director

 

Mr. Hari L Mundra, non-executive Independent Director and Mr. Lalit Kumar Chandel Government Nominee Director could not attend the AGM due to their personal commitments. Mr. Hari L Mundra, Chairman of the Stakeholders Relationship Committee had authorised Mr. Uday Chitale, Member of the Stakeholders Relationship Committee to attend this Meeting in his absence.

 

Mr. Sandeep Batra, Executive Director (Designate), Mr. Rakesh Jha, Group Chief Financial Officer, and Mr. Ranganath Athreya, Company Secretary were present at the Meeting.

 

The authorised representatives of Statutory Auditors and Secretarial Auditors of the Bank were also present at the Meeting.

 

 

 

 

The requisite quorum being present, the Chairman declared the Meeting to be in order and welcomed the Members. The Chairman thereafter introduced all the officials on the dais and informed that the register of proxies, instruments of proxy, other statutory registers as required under the CA2013, Auditors Report, Secretarial Audit Report and documents referred in the Notice of AGM dated May 6, 2019 were open for inspection by the Members. He informed the Members that as required under Regulation 13 of the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014, a certificate from the statutory auditors of the Bank, stating that the Employee Stock Option Scheme of the Bank has been implemented in accordance with the said regulations, has been obtained by the Bank and was placed at the Meeting.

 

With the consent of the Members present, the Notice convening the Twenty-Fifth AGM was taken as read. The Chairman informed the Members that there were no qualifications, observations or comments or other remarks in the Auditors Report on the financial transactions or matters, which have any adverse effect on the functioning of the Company. He then requested Mr. Ranganath Athreya to read out the key segments of the Auditors Report. Mr. Athreya read the key segments of the Auditors Report and with the consent of the Members present, the rest of the Auditors Report was taken as read.

 

The Chairman also informed the Members that there were no qualifications, observations or comments or other remarks in the Secretarial Audit Report which have any material adverse effect on the functioning of the Company. With the consent of the Members present, the Secretarial Audit Report was taken as read.

 

The Chairman then invited Members to speak and raise queries pertaining to the Agenda of the meeting.

 

Mr. Sandeep Bakhshi provided requisite clarification and information on the various queries raised by the Members.

 

The Chairman informed the Members that pursuant to the provisions of Section 108 of the CA2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 and Regulation 44 of the Securities and Exchange Board of India (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Bank had extended the Remote e-Voting facility to the Members of the Bank in respect of the business to be transacted at the AGM as set out in the Notice of AGM dated May 6, 2019. The Chairman further informed that the Remote e-Voting facility had commenced at 9.00 a.m. IST on Tuesday, August 6, 2019 and ended on 5.00 p.m. IST on Thursday, August 8, 2019. The Chairman also informed that to facilitate the Members who could not cast their votes through Remote e-Voting, the Bank had provided the facility for electronic voting at the AGM venue.

 

2 

 

 

The Chairman informed the Members that the Board had appointed Mr. Alwyn D’souza of Alwyn D’Souza & Co., Practicing Company Secretaries as the scrutinizer to scrutinize the remote e-voting process and electronic voting at the AGM, in a fair and transparent manner.

 

The Chairman authorised any Executive Director or the Company Secretary of the Bank to declare the results of the remote e-voting as well as electronic voting done at the AGM venue through announcing the results to the stock exchanges as well as by hosting the results on the website of the Bank and alongwith the consolidated scrutinizer’s report and these would be recorded as part of the proceedings of the AGM. The Chairman then thanked the Members for their co-operation and suggestions and declared the meeting as closed.

 

The following items of business were transacted through remote e-Voting and through electronic voting at the AGM venue:

 

Ordinary Business:

 

1.To receive, consider and adopt the financial Statements for the financial year ended March 31, 2019 together with the Reports of the Directors and the Auditors.

 

2.Declaration of dividend on equity shares.

 

3.Re-appointment of Mr. Anup Bagchi (DIN:00105962) who retires by rotation and, being eligible, offers himself for re-appointment.

 

4.Appointment of M/s Walker Chandiok & Co LLP, Chartered Accountants (Registration No. 001076N/N500013) as Statutory Auditors.

 

5.Appointment of Branch Auditors.

 

Special Business:

 

6.Appointment of Mr. Hari L. Mundra (DIN: 00287029) as an Independent Director.

 

7.Appointment of Ms. Rama Bijapurkar (DIN: 00001835) as an Independent Director.

 

8.Appointment of Mr. B. Sriram (DIN: 02993708) as an Independent Director.

 

9.Appointment of Mr. Subramanian Madhavan (DIN: 06451889) as an Independent Director.

 

10.Appointment of Mr. Sandeep Bakhshi (DIN: 00109206) as a Managing director and Chief Executive Officer and fix his remuneration.

 

3 

 

 

11.Appointment of Mr. Sandeep Batra (DIN: 03620913) as a Director.

 

12.Appointment of Mr. Sandeep Batra (DIN: 03620913) as a Wholetime Director (designated as Executive Director) and fix his remuneration

 

13.Revision in remuneration of Mr. N. S. Kannan (DIN: 00066009).

 

14.Revision in remuneration of Ms. Vishakha Mulye (DIN: 00203578).

 

15.Revision in remuneration of Mr. Vijay Chandok (DIN: 01545262).

 

16.Revision in remuneration of Mr. Anup Bagchi (DIN: 00105962).

 

17.Alterations to Memorandum of Association.

 

18.Adoption of revised Articles of Association.

 

Basis the consolidated Scrutinizer’s report dated August 9, 2019, all resolutions as set out in the Notice of the AGM dated May 6, 2019 were passed by the Members with requisite majority.

 

 

4 

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorised.

 

   

For ICICI Bank Limited

     
     
Date: August 9, 2019   By:  /s/ Vivek Ranjan
        Name: Vivek Ranjan
        Title: Chief Manager