6-K 1 dp77950_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 June, 2017

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 June 30, 2017 issued by the Scrutinizer Mr. Alwyn D’Souza pursuant to Section 108 of the Companies Act, 2013 and Rule 20(4) (xii) of the Companies (Management and Administration) Rules, 2014.
3. Voting results in the format prescribed under Regulation 44 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
4. Summary of the proceedings of the Annual General Meeting.

 

 
 

Item 1

 

 

OTHER NEWS

 

Subject- Voting Results and Proceedings of Twenty-Third Annual General Meeting of ICICI Bank Limited held on June 30, 2017

 

IBN 

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

 

The Twenty-Third Annual General Meeting (AGM) of ICICI Bank Limited was held on June 30, 2017 at 12:00 noon at the Professor Chandravadan Mehta Auditorium, General Education Centre, Opposite D.N. Hall Ground, The Maharaja Sayajirao University, Pratapgunj, Vadodara 390 002, Gujarat, India.

 

Pursuant to Section 108 of the Companies Act 2013 (Act) read with Rule 20 of the Companies (Management and Administration) Rules, 2014, as amended (Rules), all the Members of the Bank holding shares as on the cut-off date i.e. June 23, 2017, were given the opportunity to exercise their right to vote on the resolutions set out in the Notice of AGM through remote electronic voting (remote e-Voting) during the period commencing from June 27, 2017 9.00 a.m. IST to June 29, 2017, 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 exercise their vote through remote e-Voting and were holding shares as on the cut-off date i.e. June 23, 2017. The e-voting services were provided through National Securities Depository Limited (NSDL).

 

We submit the following reports:

 

1.Consolidated Report dated June 30, 2017 issued by the Scrutinizer Mr. Alwyn D’Souza pursuant to Section 108 of the Companies Act, 2013 and Rule 20(4)(xii) of the Companies (Management and Administration) Rules, 2014.

 

2.Voting results in the format prescribed under Regulation 44 of 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, 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

 

 

 

Combined Scrutinizer's Report on

 

Remote e-Voting & Electronic Voting conducted at the

 

23rd Annual General Meeting of

 

ICICI Bank Limited, held on

 

Friday June 30, 2017

 

 

 

 

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 

ALWYN D’SOUZA

ALWYN D’SOUZA & CO.

 

1
 

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

 

Combined Scrutinizer's Report on Remote e-Voting & Electronic Voting conducted at the 23rd Annual General Meeting of ICICI Bank Limited, held on Friday, June 30, 2017

 

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 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.

 

I, submit my report as under:

 

2
 
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) to the Members on the resolutions proposed in the Notice calling the 23rd 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 concluded on Thursday, June 29, 2017 at 5.00 p.m. IST.

 

c)At the 23rd AGM of the Company held on Friday, June 30, 2017, 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)The votes were unblocked on June 30, 2017 around 2.17 p.m. in the presence of two witnesses viz., Mr. Vijay Sonone residing at 507, E3, Lokdhara Phase III, Lokdhara, Kalyan 421306 and Mr. Jay D’Souza residing at H-503, Timber Green Homes, Near Toll Naka, Dahisar (E), Mumbai who are not in the employment of the Company;

 

e)I have issued a separate scrutinizer’s report dated Friday, June 30, 2017 on the remote e-Voting and 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 aforesaid 23rd AGM.

 

f)The Members holding equity shares as on the “cut-off date” i.e. June 23, 2017 were entitled to vote on the resolutions proposed in the Notice calling the 23rd 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 1,463,169,334 equity shares of face value Rs. 2/- each which formed 25.10% of the total equity shares (5,829,845,440 equity shares of Rs. 2/- each) as on the cut-off date (i.e. June 23, 2017), for the purpose of votes only 874,476,816 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:

 

1.RESOLUTION NO.1 AS AN ORDINARY RESOLUTION:

 

To receive, consider and adopt the financial statements for the financial year ended March 31, 2017 together with the Reports of the Directors and the Auditors.

 

3
 
(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

 

 3,001 400,68,13,536 -
Electronic voting at the AGM 12 6,141 -
TOTAL 3,013 400,68,19,677 100.000

 

(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

 

 14 3,066 -
Electronic voting at the AGM Nil Nil Nil
TOTAL 14 3,066 0.000

 

(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 Nil Nil
Electronic voting at the AGM Nil Nil
TOTAL Nil Nil

 

Percentage of votes cast in favour: 100.000 

Percentage of votes cast against : 0.000

 

2.RESOLUTION NO.2 AS AN ORDINARY RESOLUTION:

 

To declare dividend on preference 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

 

 2,873 400,70,71,134 -
Electronic voting at the AGM 12 6,141 -
TOTAL 2,885 400,70,77,275 99.998

 

4
 
(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

 

 132 67,171 -
Electronic voting at the AGM Nil Nil Nil
TOTAL 132 67,171 0.002

 

(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 Nil Nil
Electronic voting at the AGM Nil Nil
TOTAL Nil Nil

 

Percentage of votes cast in favour: 99.998 

Percentage of votes cast against : 0.002

 

3.RESOLUTION NO.3 AS A ORDINARY RESOLUTION:

 

To declare 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

 

 3,018 400,71,25,719 -
Electronic voting at the AGM 12 6,141 -
TOTAL 3,030 400,71,31,860 100.000

 

5
 
(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

 

 8 6,461 -
Electronic voting at the AGM Nil Nil Nil
TOTAL 8 6,461 0.000

 

(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 Nil Nil
Electronic voting at the AGM Nil Nil
TOTAL Nil Nil

 

Percentage of votes cast in favour: 100.000 

Percentage of votes cast against : 0.000

 

4.RESOLUTION NO.4 AS AN ORDINARY RESOLUTION:

 

To appoint a director in place of Ms. Vishakha Mulye (DIN: 00203578), who retires by rotation and, being eligible, offers herself 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

 

 2,839 394,85,32,938 -
Electronic voting at the AGM 12 6,141 -
TOTAL 2,851 394,85,39,079 98.553

 

6
 
(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 5,79,60,069 -
Electronic voting at the AGM Nil Nil Nil
TOTAL 150 5,79,60,069 1.447

 

(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 Nil Nil
Electronic voting at the AGM Nil Nil
TOTAL Nil Nil

 

Percentage of votes cast in favour: 98.553 

Percentage of votes cast against : 1.447

 

5.RESOLUTION NO.5 AS AN ORDINARY RESOLUTION:

 

Ratification of appointment of M/S B S R & Co. LLP, Chartered Accountants (Registration No. 101248W) as statutory auditors of the Company.

 

(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

 

 2,818 380,96,43,329 -
Electronic voting at the AGM 12 6,141 -
TOTAL 2,830 380,96,49,470 96.159

 

7
 
(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

 

 156 15,21,54,353 -
Electronic voting at the AGM Nil Nil Nil
TOTAL 156 15,21,54,353 3.841

 

(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 Nil Nil
Electronic voting at the AGM Nil Nil
TOTAL Nil Nil

 

Percentage of votes cast in favour: 96.159 

Percentage of votes cast against : 3.841

 

6.RESOLUTION NO.6 AS AN ORDINARY RESOLUTION:

 

Appointment of Branch Auditors pursuant to the provisions of Section 143(8) and other applicable provisions, if any, of the Companies Act, 2013.

 

(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

 

 2,877 390,99,72,185 -
Electronic voting at the AGM 12 6,141 -
TOTAL 2,889 390,99,78,326 98.709

 

(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

 

 84 5,11,51,170 -
Electronic voting at the AGM Nil Nil Nil
TOTAL 84 5,11,51,170 1.291

 

8
 
(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 Nil Nil
Electronic voting at the AGM Nil Nil
TOTAL Nil Nil

 

Percentage of votes cast in favour: 98.709 

Percentage of votes cast against : 1.291

 

7. RESOLUTION NO. 7 AS AN ORDINARY RESOLUTION:

 

Appointment of Mr. Anup Bagchi, (DIN: 00105962) as a Director of the Bank.

 

(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

 

 2,849 394,88,70,989 -
Electronic voting at the AGM 12 6,141 -
TOTAL 2,861 394,88,77,130 98.561

 

(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

 

 120 576,52,300 -
Electronic voting at the AGM Nil Nil Nil
TOTAL 120 576,52,300 1.439

 

9
 
(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 Nil Nil
Electronic voting at the AGM Nil Nil
TOTAL Nil Nil

 

Percentage of votes cast in favour: 98.561 

Percentage of votes cast against : 1.439

 

8.RESOLUTION NO.8 AS AN ORDINARY RESOLUTION:

 

Appointment of Mr. Anup Bagchi, (DIN: 00105962) as a Wholetime Director (designated as Executive Director) of the Bank.

 

(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

 

 2,829 392,32,88,232 -
Electronic voting at the AGM 12 6,141 -
TOTAL 2,841 392,32,94,373 99.030

 

(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

 

 116 3,84,47,670 -
Electronic voting at the AGM Nil Nil Nil
TOTAL 116 3,84,47,670 0.970

 

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 Nil Nil
Electronic voting at the AGM Nil Nil
TOTAL Nil Nil

 

Percentage of votes cast in favour: 99.030 

Percentage of votes cast against : 0.970

 

9.RESOLUTION NO.9 AS A SPECIAL RESOLUTION:

 

Authority to the Board of Directors to borrow by way of issue of non-convertible securities including but not limited to bonds and non-convertible debentures in one or more tranches of upto ₹ 25,000 crores (Rupees Twenty Five Thousand crores) on a private placement basis.

 

(ii)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

 

 2,870 400,61,14,989 -
Electronic voting at the AGM 12 6,141 -
TOTAL 2,882 400,61,21,130 99.975

 

(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

 

 125 10,14,744 -
Electronic voting at the AGM Nil Nil Nil
TOTAL 125 10,14,744 0.025

 

11
 
(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 Nil Nil
Electronic voting at the AGM Nil Nil
TOTAL Nil Nil

 

Percentage of votes cast in favour: 99.975 

Percentage of votes cast against : 0.025

 

Based on the foregoing, all the above Resolutions 1 to 9 as also mentioned in the AGM Notice of the Company dated May 15, 2017 were passed under Remote e-voting and electronic voting conducted at AGM with the requisite majority.

 

All the relevant records of e-Voting will remain in my safe custody until the Chairman considers, approves and signs the Minutes of the 23rd Annual General Meeting and the same shall be handed over thereafter to the Chairman or 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: June 30, 2017

 

12
 

Item 3

Date of the AGM June 30, 2017
Total number of shareholders on cut off date (June 23, 2017) 924,855
No. of shareholders present in the meeting either in person or through proxy  
Promoters and Promoter Group : Not Applicable
Public : 496
No of shareholders who attended the meeting through video conferencing:  
Promoters and Promoter Group : Not Applicable
Public : Not Applicable
   
Agenda-wise disclosure (to be disclosed seperately for each agenda item) As disclosed below
   
Whether promoter/promoter group are interested in the agenda resolution Not applicable

 

Details of Agenda

 

Item No.1 - To receive, consider and adopt the financial statements for the financial year ended March 31, 2017 together with the Reports of the Directors and the Auditors

 

Resolution required : Ordinary Resolution
 
Whether promoter/ promoter group are interested in the agenda/ resolution Not Applicable

 

Mode of voting is e-Voting which includes both remote e-Voting and electronic voting at the AGM venue.

 

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 -Institutional holders E-Voting  5,285,823,156  3,939,185,535  74.52  3,939,185,535  -  100.00  -
Poll  -  -  -  -  -  -  -
Postal Ballot (if applicable)  -  -  -  -  -  -  -
Total  5,285,823,156  3,939,185,535  74.52  3,939,185,535  -  100.00  -
Public-Others E-Voting  544,022,284  67,637,208  12.43  67,634,142  3,066  100.00  0.00
  Poll  -  -  -  -  -  -  -
  Postal Ballot (if applicable)  -    -      -  -
  Total 544,022,284  67,637,208  12.43  67,634,142  3,066  100.00  0.00
Total    5,829,845,440  4,006,822,743  68.73  4,006,819,677  3,066  100.00  0.00

 

 
 

Item No.2 - To declare dividend on preference shares

 

Resolution required : Ordinary Resolution
Whether promoter/ promoter group are interested in the agenda/ resolution Not Applicable

 

Mode of voting is e-Voting which includes both remote e-Voting and electronic voting at the AGM venue.

 

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 -Institutional holders E-Voting  5,285,823,156  3,939,508,812  74.53  3,939,508,812  -  100.00  -
Poll  -  -  -  -  -  -  -
Postal Ballot (if applicable)  -  -  -  -  -  -  -
Total  5,285,823,156  3,939,508,812  74.53  3,939,508,812  -  100.00  -
Public-Others E-Voting  544,022,284  67,635,634  12.43  67,568,463  67,171  99.90  0.10
Poll  -  -  -  -  -  -  -
Postal Ballot (if applicable)  -  -  -  -  -  -  -
Total 544,022,284  67,635,634  12.43  67,568,463  67,171  99.90  0.10
Total    5,829,845,440  4,007,144,446  68.74  4,007,077,275  67,171  100.00  0.00

 

 
 

Item No.3 - To declare dividend on equity shares.

 

Resolution required : Ordinary Resolution
Whether promoter/ promoter group are interested in the agenda/ resolution Not Applicable

 

Mode of voting is e-Voting which includes both remote e-Voting and electronic voting at the AGM venue.

 

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 -Institutional holders E-Voting  5,285,823,156  3,939,505,812  74.53  3,939,505,812  -  100.00  -
Poll  -    -  -  -  -  -
Postal Ballot (if applicable)  -  -  -  -  -  -  -
Total  5,285,823,156  3,939,505,812  74.53  3,939,505,812  -  100.00  -
Public-Others E-Voting  544,022,284  67,632,509  12.43  67,626,048  6,461  99.99  0.01
Poll  -  -  -  -  -  -  -
Postal Ballot (if applicable)  -  -  -  -    -  -
Total 544,022,284  67,632,509  12.43  67,626,048  6,461  99.99  0.01
Total    5,829,845,440  4,007,138,321  68.73  4,007,131,860  6,461  100.00  0.00

 

 
 

Item No.4 - To appoint a director in place of Ms. Vishakha Mulye (DIN: 00203578), who retires by rotation and, being eligible, offers herself for re-appointment.

 

Resolution required : Ordinary Resolution
Whether promoter/ promoter group are interested in the agenda/ resolution Not Applicable

 

Mode of voting is e-Voting which includes both remote e-Voting and electronic voting at the AGM venue.

 

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 -Institutional holders E-Voting  5,285,823,156  3,938,869,486  74.52  3,880,963,448  57,906,038  98.53  1.47
Poll  -  -  -  -  -  -  -
Postal Ballot (if applicable)  -  -  -  -  -  -  -
Total  5,285,823,156  3,938,869,486  74.52  3,880,963,448  57,906,038  98.53  1.47
Public-Others E-Voting  544,022,284  67,629,662  12.43  67,575,631  54,031  99.92  0.08
Poll  -  -  -  -  -  -  -
Postal Ballot (if applicable)  -  -  -  -  -  -  -
Total 544,022,284  67,629,662  12.43  67,575,631  54,031  99.92  0.08
Total    5,829,845,440  4,006,499,148  68.72  3,948,539,079  57,960,069  98.55  1.45

 

 
 

Item No.5 - Appointment of M/S. B S R & Co. LLP, Chartered Accountants (Registration No. 101248W) as statutory auditors of the Company.

 

Resolution required : Ordinary Resolution
Whether promoter/ promoter group are interested in the agenda/ resolution Not Applicable

 

Mode of voting is e-Voting which includes both remote e-Voting and electronic voting at the AGM venue.

 

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 -Institutional holders E-Voting  5,285,823,156  3,894,184,313  73.67  3,742,048,216  152,136,097  96.09  3.91
Poll  -  -  -  -  -  -  -
Postal Ballot (if applicable)  -  -  -  -  -  -  -
Total  5,285,823,156  3,894,184,313  73.67  3,742,048,216  152,136,097  96.09  3.91
Public-Others E-Voting  544,022,284  67,619,510  12.43  67,601,254  18,256  99.97  0.03
Poll  -  -  -  -  -  -  -
Postal Ballot (if applicable)  -  -  -  -  -  -  -
Total 544,022,284  67,619,510  12.43  67,601,254  18,256  99.97  0.03
Total    5,829,845,440  3,961,803,823  67.96  3,809,649,470  152,154,353  96.16  3.84

 

Item No.6 - Appointment of Branch Auditors pursuant to the provisions of Section 143 (8) and other applicable provisions, if any, of the Companies Act, 2013.

 

Resolution required : Ordinary Resolution
Whether promoter/ promoter group are interested in the agenda/ resolution Not Applicable

 

Mode of voting is e-Voting which includes both remote e-Voting and electronic voting at the AGM venue.

 

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 -Institutional holders E-Voting  5,285,823,156  3,893,512,938  73.66  3,842,377,835  51,135,103  98.69  1.31
Poll  -  -  -  -  -  -  -
Postal Ballot (if applicable)  -  -  -  -  -  -  -
Total  5,285,823,156  3,893,512,938  73.66  3,842,377,835  51,135,103  98.69  1.31
Public-Others E-Voting  544,022,284  67,616,558  12.43  67,600,491  16,067  99.98  0.02
Poll  -  -  -  -  -  -  -
Postal Ballot (if applicable)  -  -  -  -  -  -  -
Total 544,022,284  67,616,558  12.43  67,600,491  16,067  99.98  0.02
Total    5,829,845,440  3,961,129,496  67.95  3,909,978,326  51,151,170  98.71  1.29

 

 
 

Item No.7 - Appointment of Mr. Anup Bagchi, (DIN: 00105962) as a Director of the Bank.

 

Resolution required : Ordinary Resolution
Whether promoter/ promoter group are interested in the agenda/ resolution Not Applicable

 

Mode of voting is e-Voting which includes both remote e-Voting and electronic voting at the AGM venue.

 

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 -Institutional holders E-Voting  5,285,823,156  3,938,911,486  74.52  3,881,301,703  57,609,783  98.54  1.46
Poll  -  -  -  -  -  -  -
Postal Ballot (if applicable)  -  -  -  -  -  -  -
Total  5,285,823,156  3,938,911,486  74.52  3,881,301,703  57,609,783  98.54  1.46
Public-Others E-Voting  544,022,284  67,617,944  12.43  67,575,427  42,517  99.94  0.06
Poll  -  -  -  -  -  -  -
Postal Ballot (if applicable)  -  -  -  -  -  -  -
Total 544,022,284  67,617,944  12.43  67,575,427  42,517  99.94  0.06
Total    5,829,845,440  4,006,529,430  68.72  3,948,877,130  57,652,300  98.56  1.44

 

Item No.8 - Appointment of Mr. Anup Bagchi (DIN: 00105962) as a Wholetime Director (designated as Executive Director) of the Bank.

 

Resolution required : Ordinary Resolution
Whether promoter/ promoter group are interested in the agenda/ resolution Not Applicable

 

Mode of voting is e-Voting which includes both remote e-Voting and electronic voting at the AGM venue.

 

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 -Institutional holders E-Voting  5,285,823,156  3,894,121,075  73.67  3,855,728,944  38,392,131  99.01  0.99
Poll  -  -  -  -  -  -  -
Postal Ballot (if applicable)  -  -  -  -  -  -  -
Total  5,285,823,156  3,894,121,075  73.67  3,855,728,944  38,392,131  99.01  0.99
Public-Others E-Voting  544,022,284  67,620,968  12.43  67,565,429  55,539  99.92  0.08
Poll  -  -  -  -  -  -  -
Postal Ballot (if applicable)  -  -  -  -  -  -  -
Total 544,022,284  67,620,968  12.43  67,565,429  55,539  99.92  0.08
Total    5,829,845,440  3,961,742,043  67.96  3,923,294,373  38,447,670  99.03  0.97

 

 
 

Item No. 9 - Authority to the Board of Directors to borrow by way of issue of non-convertible securities including but not limited to bonds and non-convertible debentures in one or more tranches of upto ₹ 25,000 crores on a private placement basis.

 

Resolution required : Special Resolution
Whether promoter/ promoter group are interested in the agenda/ resolution Not Applicable

 

Mode of voting is e-Voting which includes both remote e-Voting and electronic voting at the AGM venue.

 

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 -Institutional holders E-Voting  5,285,823,156  3,939,508,812  74.53  3,938,558,392  950,420  99.98  0.02
Poll  -  -  -  -  -  -  -
Postal Ballot (if applicable)  -  -  -  -  -  -  -
Total  5,285,823,156  3,939,508,812  74.53  3,938,558,392  950,420  99.98  0.02
Public-Others E-Voting  544,022,284  67,627,062  12.43  67,562,738  64,324  99.90  0.10
Poll  -  -  -  -  -  -  -
Postal Ballot (if applicable)  -  -  -  -  -  -  -
Total 544,022,284  67,627,062  12.43  67,562,738  64,324  99.90  0.10
Total    5,829,845,440  4,007,135,874  68.73  4,006,121,130  1,014,744  99.97  0.03

 

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 1,463,169,334 equity shares and which formed 25.10% of the total equity shares (5,829,845,440 equity shares) as on the cut off date i.e. June 23, 2017 was reckoned only to the extent of 874,476,816 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. 1,463,169,334 equity shares is included and in the number of votes polled, only 15% of the total number of equity shares i.e 874,476,816 equity shares are reckoned

 

For ICICI Bank Limited
   
/s/ Shanthi Venkatesan
   
Shanthi Venkatesan

Deputy General Manager 

 
 
 

Item 4

 

 

Summary of proceedings of the Twenty-Third Annual General Meeting of ICICI Bank Limited held on Friday, June 30, 2017

 

The Twenty-Third Annual General Meeting (AGM) of the Members of the Bank was held on Friday, June 30, 2017 at 12.00 noon at Professor Chandravadan Mehta Auditorium, General Education Centre, Opposite D.N. Hall Ground, The Maharaja Sayajirao University, Pratapgunj, Vadodara 390 002, Gujarat, India.

 

Mr. M. K. Sharma, Non-Executive (part-time) Chairman of the Bank, chaired the meeting.

 

The Meeting was attended by 496 members in person, by proxy and through authorised representatives.

 

The following Directors were present:

 

1.Mr. M. K. Sharma, Chairman

2.Mr. Dileep Choksi, non-executive Independent Director

3.Mr. Homi Khusrokhan, non-executive Independent Director and Chairman of the Audit Committee, Stakeholders Relationship Committee and Board Governance, Remuneration & Nomination Committee

4.Dr. Tushaar Shah, non-executive Independent Director

5.Ms. Chanda Kochhar, Managing Director & CEO

6.Mr. N. S. Kannan, Executive Director

7.Ms. Vishakha Mulye, Executive Director

8.Mr. Vijay Chandok, Executive Director

9.Mr. Anup Bagchi, Executive Director

 

Mr. V. K. Sharma & Mr. V. Sridar, non-executive Independent Directors and Mr. Amit Agrawal, government nominee Director could not attend the AGM due to their other unavoidable prior commitments.

 

Mr. Rakesh Jha, Chief Financial Officer, Mr. P. Sanker, Senior General Manager (Legal) & Company Secretary and Mr. Ranganath Athreya, General Manager and Joint Company Secretary were present at the Meeting.

 

The requisite quorum as per Companies Act, 2013 (CA2013) being present, the Chairman declared the Meeting to be in order and welcomed the Members. The Chairman thereafter introduced all the Directors and informed that the register of proxies, instruments of proxy and inspection documents were open for inspection by the Members till the conclusion of the Meeting. 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.

 

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 

 

With the consent of the Members present, the Notice convening the Twenty-Third AGM was taken as read. The Chairman informed the Members that there were no adverse qualifications, observations or comments of the auditors. He then requested Mr. P. Sanker to read out the key segments of the Auditors Report. Mr. Sanker 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.

 

An audio visual presentation was then screened for the benefit of the Members.

 

The Chairman then invited members to ask their queries. The Chairman responded to some of the queries and requested Ms. Kochhar to respond to the other queries/suggestions of 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 SEBI (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 15, 2017. The Chairman further informed that the Remote
e-Voting facility had commenced at 9.00 a.m. IST on Tuesday, June 27, 2017 and ended on 5.00 p.m. IST on Thursday, June 29, 2017. 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.

 

The Chairman informed the Members that the Board had appointed Mr. Alwyn D’souza of Alwyn D’Souza & Co., 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 Mr. P. Sanker 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 alongwith the 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, 2017 together with the Reports of the Directors and the Auditors.

 

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 

 
2.To declare dividend on preference shares.

 

3.To declare dividend on equity shares.

 

4.To appoint a director in place of Ms. Vishakha Mulye (DIN: 00203578), who retires by rotation and, being eligible, offers herself for re-appointment.

 

5.Appointment of M/s. B S R & Co. LLP, Chartered Accountants (Registration No. 101248W) as statutory auditors for the year ending March 31, 2018.

 

6.Appointment of branch auditors pursuant to the provisions of Section 143(8) and other applicable provisions, if any of the Companies Act, 2013.

 

Special Business:

 

7.Appointment of Mr. Anup Bagchi (DIN: 00105962) as a Director of the Bank.

 

8.Appointment of Mr. Anup Bagchi (DIN: 00105962) as a Wholetime Director (designated as Executive Director) of the Bank.

 

9.Authority to the Board of Directors to borrow by way of issue of non-convertible securities including but not limited to bonds and non-convertible debentures in one or more tranches of upto ₹ 25,000 crores on a private placement basis.

 

Basis the consolidated Scrutinizer’s report dated June 30, 2017, all resolutions as set out in the Notice of the AGM dated May 15, 2017 were passed by the Members with requisite majority.

 

For ICICI Bank Limited

 

Sd/-

 

P. Sanker 

Senior General Manager (Legal) 

& Company Secretary

 

 

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 

 

 
 

 

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: June 30, 2017   By: /s/ Shanthi Venkatesan
        Name :

Shanthi Venkatesan 

        Title   : Deputy General Manager