Exhibit 1.1
ICICI BANK LIMITED
MEMORANDUM OF ASSOCIATION
AND
ARTICLES OF ASSOCIATION
(All amendments made till July 21, 2007 have been incorporated)
I | |||||||
INDEX | |||||||
Page | |||||||
MEMORANDUM OF ASSOCIATION | ... | ... | ... | 1-10 | |||
ARTICLES OF ASSOCIATION | ... | ... | ... | 11-67 | |||
Table A Excluded | ... | ... | ... | 11 | |||
Interpretation | ... | ... | ... | 11 | |||
Preliminary | ... | ... | ... | 12 | |||
Capital | ... | ... | ... | 12 | |||
Underwriting Commission | ... | ... | ... | 16 | |||
Certificates | ... | ... | ... | 16 | |||
Calls | ... | ... | ... | 17 | |||
Forfeiture, Surrender and Lien | ... | ... | ... | 19 | |||
Transfer and Transmission of Shares | ... | ... | ... | 21 | |||
Conversion of Shares into Stock | ... | ... | ... | 24 | |||
Increase, Reduction and Alteration of Capital | ... | ... | ... | 24 | |||
Modification of Class Rights | ... | ... | ... | 26 | |||
Joint Holders | ... | ... | ... | 27 | |||
Borrowing Powers | ... | ... | ... | 27 | |||
Meetings | ... | ... | ... | 29 | |||
Proceedings at General Meeting | ... | ... | ... | 32 | |||
Votes of Members | ... | ... | ... | 34 | |||
Directors | ... | ... | ... | 36 | |||
Rotation of Directors | ... | ... | ... | 42 | |||
Chairman , Executive Chairman , Chairman and | |||||||
Managing Director , Managing Director | |||||||
Whole-time Director | ... | ... | ... | 45 | |||
Proceedings of Directors’ Meetings | ... | ... | ... | 47 | |||
Powers of Directors | ... | ... | ... | 50 | |||
Minutes | ... | ... | ... | 55 | |||
The Seal | ... | ... | ... | 55 | |||
Establishment of Reserve Fund | ... | ... | ... | 56 | |||
Dividends | ... | ... | ... | 56 | |||
Capitalisation | ... | ... | ... | 58 | |||
Accounts | ... | ... | ... | 59 | |||
Audit | ... | ... | ... | 60 | |||
Notices | ... | ... | ... | 62 | |||
Winding up | ... | ... | ... | 63 | |||
Secrecy Clause | ... | ... | ... | 64 | |||
Indemnity and Responsibility | ... | ... | ... | 64 | |||
ANNEXURES - Resolutions for amendments to the Memorandum & Articles of Association, copies of Schemes of amalgamations, Order of High Court, Letters of RBI | |||||||
67 onwards |
II | |||||||
ABSTRACT OF ARTICLES OF ASSOCIATION OF ICICI BANK LIMITED | |||||||
TABLE A EXCLUDED | |||||||
Article | Page | ||||||
Table A not to apply | |||||||
(except as expressly provided in these presents) | ... | ... | ... | 1 | 11 | ||
Company to be governed by these Articles | ... | ... | ... | 2 | 11 | ||
INTERPRETATION | |||||||
“Interpretation” Clause | ... | ... | ... | 3 | 11 | ||
“The Act” or “the said Act” | ... | ... | ... | 3 | 11 | ||
“Board”, “Board of Directors” | ... | ... | ... | 3 | 11 | ||
“Banking Act” | ... | ... | ... | 3 | 11 | ||
“The Company” | ... | ... | ... | 3 | 11 | ||
“Directors” | ... | ... | ... | 3 | 11 | ||
“Financial Year” | ... | ... | ... | 3 | 11 | ||
“Members” | ... | ... | ... | 3 | 11 | ||
“Month” | ... | ... | ... | 3 | 11 | ||
“The Office” | ... | ... | ... | 3 | 12 | ||
“These presents” | ... | ... | ... | 3 | 12 | ||
“The Register” | ... | ... | ... | 3 | 12 | ||
“The Registrar” | ... | ... | ... | 3 | 12 | ||
“Regulatory Agencies” | ... | ... | ... | 3 | 12 | ||
“Reserve Bank” | ... | ... | ... | 3 | 12 | ||
“The said Acts” | ... | ... | ... | 3 | 12 | ||
“The Seal” | ... | ... | ... | 3 | 12 | ||
“In Writing” or “Written” | ... | ... | ... | 3 | 12 | ||
Singular number | ... | ... | ... | 3 | 12 | ||
Gender | ... | ... | ... | 3 | 12 | ||
Persons | ... | ... | ... | 3 | 12 | ||
Expressions in the Act to bear the same meaning | |||||||
in Articles | ... | ... | ... | 3 | 12 | ||
Marginal notes | ... | ... | ... | 3 | 12 | ||
PRELIMINARY | |||||||
Copies of Memorandum and | |||||||
Articles of Association, etc., to be furnished | ... | ... | ... | 4 | 12 | ||
CAPITAL | |||||||
Capital | ... | ... | ... | 5 | 12 | ||
Power to increase or reduce capital | ... | ... | ... | 5 | 13 | ||
Power to issue Redeemable Preference Shares | ... | ... | ... | 5 | 13 | ||
Register of Members and Debenture-holders | ... | ... | ... | 6 | 13 |
Article | Page | ||||||
Closure of Register of Members, etc. | ... | ... | ... | 7 | 13 | ||
Foreign Register | ... | ... | ... | 8 | 13 | ||
Inspection of Register of Members, | |||||||
Debenture-holders, etc. | ... | ... | ... | 9 | 14 | ||
Extracts or Copy of Register, etc. | ... | ... | ... | 9 | 14 | ||
The Company to send copy of Register, etc. | ... | ... | ... | 9 | 14 | ||
Nature and numbering of shares | ... | ... | ... | 10 | 14 | ||
Shares to be numbered progressively and no share | |||||||
to be subdivided | ... | ... | ... | 10 | 14 | ||
Restriction on allotment | ... | ... | ... | 11 | 14 | ||
Shares at the disposal of the Directors | ... | ... | ... | 12 | 14 | ||
Directors may allot shares as fully paid-up or | |||||||
partly paid-up | ... | ... | ... | 13 | 15 | ||
Unclassified shares | ... | ... | ... | 14 | 15 | ||
Issue of shares by General Meeting | ... | ... | ... | 15 | 15 | ||
Acceptance of shares | ... | ... | ... | 16 | 15 | ||
Deposit and calls, etc., to be debt payable immediately | ... | ... | ... | 17 | 15 | ||
Issue of shares at a discount | ... | ... | ... | 18 | 15 | ||
Instalments on shares | ... | ... | ... | 19 | 16 | ||
Calls on shares of the same class to be on uniform basis | ... | ... | ... | 20 | 16 | ||
Company not bound to recognise any interest in shares | |||||||
other than that of the registered holders | ... | ... | ... | 21 | 16 | ||
Company’s funds may not be employed / lent for | |||||||
acquiring shares of the Company | ... | ... | ... | 22 | 16 | ||
UNDERWRITING COMMISSION | |||||||
Commission for subscribing to shares | ... | ... | ... | 23 | 16 | ||
CERTIFICATES | |||||||
Issue of certificates | ... | ... | ... | 24 | 16 | ||
Delivery of share certificates | ... | ... | ... | 24 | 16 | ||
Issue of new certificate in place of one defaced, | |||||||
lost or destroyed | ... | ... | ... | 25 | 16 | ||
Manner of issue, renewal, etc., of certificate | ... | ... | ... | 25 | 17 | ||
Fractional certificates | ... | ... | ... | 26 | 17 | ||
CALLS | |||||||
Calls | ... | ... | ... | 27 | 17 | ||
Call to date from resolution | ... | ... | ... | 28 | 17 | ||
Notice of call | ... | ... | ... | 29 | 18 | ||
Directors may extend time | ... | ... | ... | 30 | 18 | ||
Amount payable at fixed time or by instalments as calls | ... | ... | ... | 31 | 18 | ||
When interest on call or instalment payable | ... | ... | ... | 32 | 18 | ||
Partial payment not to preclude forfeiture | ... | ... | ... | 33 | 18 | ||
Payment in advance of calls may carry interest | ... | ... | ... | 34 | 18 | ||
Members not entitled to privileges of membership | |||||||
until all calls are paid | ... | ... | ... | 35 | 18 | ||
Evidence in actions by Company against shareholders | ... | ... | ... | 36 | 18 |
IV | |||||||
Article | Page | ||||||
FORFEITURE, SURRENDER AND LIEN | |||||||
If call or instalment not paid, notice must be given | ... | ... | ... | 37 | 19 | ||
Form of notice | ... | ... | ... | 38 | 19 | ||
In default of payment, shares may be forfeited | ... | ... | ... | 39 | 19 | ||
Entry of forfeiture on Register of Members | ... | ... | ... | 40 | 19 | ||
Forfeited shares to be property of the Company | |||||||
and may be sold, etc. | ... | ... | ... | 41 | 19 | ||
Power to annul forfeiture | ... | ... | ... | 42 | 19 | ||
Effect of forfeiture | ... | ... | ... | 43 | 19 | ||
Shareholders liable to pay money and interest | |||||||
owing at the time of forfeiture | ... | ... | ... | 44 | 19 | ||
Certificate of forfeiture | ... | ... | ... | 45 | 20 | ||
Title of purchaser and allottee of forfeited share | ... | ... | ... | 46 | 20 | ||
Cancellation of share certificates in respect of | |||||||
forfeited shares | ... | ... | ... | 47 | 20 | ||
Application of forfeiture provisions | ... | ... | ... | 48 | 20 | ||
Company’s lien on shares | ... | ... | ... | 49 | 20 | ||
As to enforcing lien by sale | ... | ... | ... | 50 | 20 | ||
Application of proceeds of sale | ... | ... | ... | 51 | 20 | ||
Surrender of shares | ... | ... | ... | 52 | 20 | ||
TRANSFER AND TRANSMISSION OF SHARES | |||||||
Register of transfers | ... | ... | ... | 53 | 21 | ||
Transfer not to be registered except on production | ... | ... | ... | 54 | 21 | ||
of instrument of transfer | |||||||
Transfer of instrument by legal representative | ... | ... | ... | 55 | 21 | ||
Application for transfer | ... | ... | ... | 56 | 21 | ||
Company’s power to refuse transfer | ... | ... | ... | 57 | 22 | ||
Transferor liable until the transferee entered on Register | ... | ... | ... | 58 | 22 | ||
Directors may refuse to register transfer | ... | ... | ... | 59 | 22 | ||
Notice of refusal to transferee and transferor | ... | ... | ... | 60 | 23 | ||
Transfer to minor, etc. | ... | ... | ... | 61 | 23 | ||
Custody of transfer deeds | ... | ... | ... | 62 | 23 | ||
Title to shares of deceased holder | ... | ... | ... | 63 | 23 | ||
Registration of persons entitled to shares otherwise | |||||||
than by transfer (Transmission Clause) | ... | ... | ... | 64 | 23 | ||
Refusal to register nominee | ... | ... | ... | 65 | 23 | ||
Board may require evidence of transmission | ... | ... | ... | 66 | 23 | ||
Fee on transfer or transmission | ... | ... | ... | 67 | 24 | ||
The Company not liable for disregard of a | |||||||
notice prohibiting registration of transfer | ... | ... | ... | 68 | 24 | ||
CONVERSION OF SHARES INTO STOCK | |||||||
Conversion of shares into stock and reconversion | ... | ... | ... | 69 | 24 | ||
Transfer of stock | ... | ... | ... | 70 | 24 | ||
Rights of stockholders | ... | ... | ... | 71 | 24 | ||
Share regulations to apply | ... | ... | ... | 72 | 24 |
V | |||||||
Article | Page | ||||||
INCREASE, REDUCTION AND ALTERATION OF CAPITAL | |||||||
Increase of capital | ... | ... | ... | 73 | 24 | ||
On what conditions new shares may be issued | ... | ... | ... | 74 | 25 | ||
Further issue of capital | ... | ... | ... | 75 | 25 | ||
Shares under control of General Meeting | ... | ... | ... | 76 | 25 | ||
Same as original capital | ... | ... | ... | 77 | 26 | ||
Reduction of capital | ... | ... | ... | 78 | 26 | ||
Division and subdivision of shares | ... | ... | ... | 79 | 26 | ||
Directors’ discretion regarding subdivision | ... | ... | ... | 80 | 26 | ||
Company may purchase its own shares | ... | ... | ... | 80A | 26 | ||
MODIFICATION OF CLASS RIGHTS | |||||||
Power to modify right of different classes of shareholders | |||||||
and the rights of dissentient shareholders | ... | ... | ... | 81 | 26 | ||
JOINT-HOLDERS | |||||||
Joint-holders | ... | ... | ... | 82 | 27 | ||
Company may refuse to register more than three persons | ... | ... | ... | ||||
Joint and several liability for all payments in respect | |||||||
of shares | ... | ... | ... | 82 | 27 | ||
Title of survivors | ... | ... | ... | 82 | 27 | ||
Receipt of one joint-holder sufficient | ... | ... | ... | 82 | 27 | ||
Delivery of certificates and giving notice to first-named holder | ... | ... | ... | 82 | 27 | ||
Votes of joint-holders | ... | ... | ... | 82 | 27 | ||
BORROWING POWERS | |||||||
Power to borrow | ... | ... | ... | 83 | 27 | ||
Bonds, debentures, etc., to be subject to the control | |||||||
of Directors | ... | ... | ... | 84 | 28 | ||
Securities may be assignable free from equities | ... | ... | ... | 85 | 28 | ||
Issue of bonds, debentures, etc., at discount, etc., | |||||||
or with special privilege | ... | ... | ... | 86 | 28 | ||
Mortgage of uncalled capital | ... | ... | ... | 87 | 28 | ||
Register of charges | ... | ... | ... | 88 | 28 | ||
MEETINGS | |||||||
Annual General Meeting | ... | ... | ... | 89 | 29 | ||
Extraordinary General Meetings | ... | ... | ... | 90 | 29 | ||
Calling of Extraordinary General Meetings | ... | ... | ... | 91 | 29 | ||
Notice of Meeting | ... | ... | ... | 92 | 30 | ||
Contents and manner of service of notice and | |||||||
persons on whom it is to be served | ... | ... | ... | 93 | 30 | ||
Omission to give notice not to invalidate the | |||||||
proceedings at the meeting | ... | ... | ... | 93 | 31 | ||
Business at the Annual General Meeting | ... | ... | ... | 94 | 31 | ||
Explanatory Statement to be annexed to the notice | ... | ... | ... | 94 | 31 | ||
Ordinary and Special Resolutions | ... | ... | ... | 95 | 31 | ||
Resolutions requiring Special Notice | ... | ... | ... | 96 | 32 |
VI | |||||||
Article | Page | ||||||
PROCEEDINGS AT GENERAL MEETING | |||||||
Quorum at General Meeting | ... | ... | ... | 97 | 32 | ||
Business confined to election of Chairman whilst | |||||||
Chair vacant | ... | ... | ... | 98 | 32 | ||
Chairman of General Meeting | ... | ... | ... | 99 | 32 | ||
Proceedings when quorum not present | ... | ... | ... | 100 | 32 | ||
Adjournment of meeting | ... | ... | ... | 101 | 33 | ||
What is to be evidence of the passing of | |||||||
resolution where poll not demanded | ... | ... | ... | 102 | 33 | ||
Demand for poll | ... | ... | ... | 103 | 33 | ||
Time of taking poll | ... | ... | ... | 104 | 33 | ||
Right of Member to use his votes differently | ... | ... | ... | 105 | 33 | ||
Scrutineers at poll | ... | ... | ... | 106 | 33 | ||
Manner of taking poll and result thereof | ... | ... | ... | 107 | 34 | ||
Motion how decided in case of equality of votes | ... | ... | ... | 108 | 34 | ||
Demand for poll not to prevent transaction | |||||||
of other business | ... | ... | ... | 109 | 34 | ||
Minutes of General Meeting | ... | ... | ... | 110 | 34 | ||
Inspection of Minutes Books | ... | ... | ... | 111 | 34 | ||
Copies of Minutes | ... | ... | ... | 112 | 34 | ||
VOTES OF MEMBERS | |||||||
Votes | ... | ... | ... | 113 | 34 | ||
Voting by Members of unsound mind | ... | ... | ... | 114 | 34 | ||
Voting by Body Corporates | ... | ... | ... | 115 | 34 | ||
Votes in respect of shares of deceased Members | ... | ... | ... | 116 | 35 | ||
Qualification of proxy | ... | ... | ... | 117 | 35 | ||
Votes may be given by proxy or attorney | ... | ... | ... | 118 | 35 | ||
Execution of instrument of proxy | ... | ... | ... | 119 | 35 | ||
Deposit of instruments of appointment and inspection | ... | ... | ... | 120 | 35 | ||
Custody of the instrument | ... | ... | ... | 121 | 36 | ||
Validity of votes given by proxy notwithstanding | |||||||
death of Member, etc. | ... | ... | ... | 122 | 36 | ||
Time for objections to votes | ... | ... | ... | 123 | 36 | ||
Chairman of any meeting to be the judge of | |||||||
validity of any vote | ... | ... | ... | 124 | 36 | ||
Equal rights of Members | ... | ... | ... | 125 | 36 | ||
DIRECTORS | |||||||
Number of Directors | ... | ... | ... | 126 | 36 | ||
First Directors | ... | ... | ... | 127 | 36 | ||
Non-rotational Directors | ... | ... | ... | 128 | 36 | ||
Debenture Director | ... | ... | ... | 129 | 37 | ||
Alternate Director | ... | ... | ... | 130 | 37 | ||
Share qualification | ... | ... | ... | 131 | 38 | ||
Remuneration of Directors | ... | ... | ... | 132 | 38 |
Article | Page | ||||||
Directors, not bona fide residents of the place where a | |||||||
meeting is held, may receive extra compensation | ... | ... | ... | 133 | 38 | ||
Extra remuneration to Directors for special work | ... | ... | ... | 134 | 38 | ||
Additional Director | ... | ... | ... | 135 | 39 | ||
Casual vacancy | ... | ... | ... | 136 | 39 | ||
Directors may act notwithstanding vacancy | ... | ... | ... | 137 | 39 | ||
Office of Directors becoming vacant | ... | ... | ... | 138 | 39 | ||
Period from which disqualification to take effect | ... | ... | ... | 138 | 40 | ||
Disclosure of interest by Director | ... | ... | ... | 139 | 40 | ||
Interested Director not to participate or vote in | |||||||
Board Meetings | ... | ... | ... | 140 | 41 | ||
Directors may be Directors of companies promoted | |||||||
by the Company | ... | ... | ... | 141 | 41 | ||
Disclosures by Director on appointment | ... | ... | ... | 141 | 41 | ||
Register of Directors, etc. | ... | ... | ... | 141 | 42 | ||
Director to give notice of his shareholdings | ... | ... | ... | 141 | 42 | ||
Disclosure by Director of interest in any other | |||||||
company, etc. | ... | ... | ... | 141 | 42 | ||
ROTATION OF DIRECTORS | |||||||
Directors to retire annually how determined | ... | ... | ... | 142 | 42 | ||
Which Directors to retire | ... | ... | ... | 143 | 42 | ||
Re-election | ... | ... | ... | 144 | 42 | ||
Company to fill up vacancy | ... | ... | ... | 145 | 42 | ||
Retiring Directors to remain in office till | |||||||
successors appointed | ... | ... | ... | 146 | 42 | ||
Appointment of Directors to be voted on individually | ... | ... | ... | 147 | 43 | ||
Company may increase or reduce the number | |||||||
of Directors | ... | ... | ... | 148 | 43 | ||
Right of persons other than retiring Directors to | |||||||
stand for Directorship | ... | ... | ... | 149 | 43 | ||
Removal of Directors | ... | ... | ... | 150 | 44 | ||
CHAIRMAN - EXECUTIVE CHAIRMAN - CHAIRMAN AND MANAGING DIRECTOR - MANAGING DIRECTOR - WHOLE-TIME DIRECTOR | |||||||
Board may appoint Chairman, Managing Director(s) | |||||||
or Whole-time Director(s) | ... | ... | ... | 151 | 45 | ||
What provisions they will be subject to | ... | ... | ... | 151(d) | 46 | ||
Remuneration of Managing or Whole-time Director(s) | ... | ... | ... | 151 | 46 | ||
PROCEEDINGS OF DIRECTORS’ MEETINGS | |||||||
Meeting of Directors | ... | ... | ... | 152 | 47 | ||
When meeting to be convened | ... | ... | ... | 153 | 47 | ||
Notice of meetings | ... | ... | ... | 154 | 47 | ||
Quorum and its competence to exercise powers | ... | ... | ... | 155 | 47 | ||
Procedure where meetings adjourned for want of quorum | ... | ... | ... | 156 | 48 |
Article | Page | ||||||
Directors may appoint Committees | ... | ... | ... | 157 | 48 | ||
Meetings of Committees how to be governed | ... | ... | ... | 158 | 48 | ||
Chairman to preside over meetings of Board | ... | ... | ... | 159 | 48 | ||
Questions at Board Meetings to be decided | ... | ... | ... | 159 | 48 | ||
Powers to be exercised at meeting | ... | ... | ... | 160 | 48 | ||
Certain powers to be exercised by Board at meeting only | ... | ... | ... | 161 | 48 | ||
Consent of the Company necessary for exercise | |||||||
of certain powers | ... | ... | ... | 162 | 49 | ||
Acts of Board or Committees valid notwithstanding | |||||||
defect of appointment | ... | ... | ... | 163 | 50 | ||
Resolution by circular | ... | ... | ... | 164 | 50 | ||
Reconstitution of the Board | ... | ... | ... | 165 | 50 | ||
POWERS OF DIRECTORS | |||||||
General powers of Company vested in Directors | ... | ... | ... | 166 | 50 | ||
Specific powers given to Directors | ... | ... | ... | 167 | 51 | ||
To pay costs of incorporation | ... | ... | ... | 167 | 51 | ||
Seal abroad | ... | ... | ... | 167 | 51 | ||
Acquiring properties, rights, etc. | ... | ... | ... | 167 | 51 | ||
To pay for property | ... | ... | ... | 167 | 51 | ||
To insure properties | ... | ... | ... | 167 | 51 | ||
To open bank accounts | ... | ... | ... | 167 | 51 | ||
To secure contracts by mortgage | ... | ... | ... | 167 | 51 | ||
To attach conditions | ... | ... | ... | 167 | 51 | ||
To accept surrender of shares | ... | ... | ... | 167 | 52 | ||
To appoint trustees | ... | ... | ... | 167 | 52 | ||
To institute, act, conduct legal proceedings | ... | ... | ... | 167 | 52 | ||
To refer to arbitration | ... | ... | ... | 167 | 52 | ||
To act in matters of bankruptcy and insolvency | ... | ... | ... | 167 | 52 | ||
To give receipts | ... | ... | ... | 167 | 52 | ||
To determine who shall be entitled to sign on | |||||||
Company’s behalf | ... | ... | ... | 167 | 52 | ||
To invest moneys | ... | ... | ... | 167 | 52 | ||
To give security by way of indemnity | ... | ... | ... | 167 | 52 | ||
To give interest in particular business or transaction, etc. | ... | ... | ... | 167 | 52 | ||
To provide for the welfare of employees, etc. | ... | ... | ... | 167 | 53 | ||
To subscribe to charitable funds | ... | ... | ... | 167 | 53 | ||
To establish revenue fund | ... | ... | ... | 167 | 53 | ||
To appoint officers, etc. | ... | ... | ... | 167 | 53 | ||
To ensure compliance of local laws | ... | ... | ... | 167 | 54 | ||
To establish Local Boards | ... | ... | ... | 167 | 54 | ||
To appoint attorneys | ... | ... | ... | 167 | 54 | ||
Delegation of powers | ... | ... | ... | 167 | 54 | ||
Subdelegation of powers | ... | ... | ... | 167 | 54 | ||
To enter into contracts | ... | ... | ... | 167 | 54 |
IX | |||||||
Article | Page | ||||||
Provisions of the Act to be complied with by Directors | ... | ... | ... | 168 | 55 | ||
MINUTES | |||||||
Minutes of proceedings of Board of Directors | |||||||
and Committees | ... | ... | ... | 169 | 55 | ||
By whom Minutes to be signed and effect thereof | ... | ... | ... | 170 | 55 | ||
THE SEAL | |||||||
The Seal, its custody and use | ... | ... | ... | 171 | 55 | ||
ESTABLISHMENT OF RESERVE FUND | |||||||
Reserve funds | ... | ... | ... | 172 | 56 | ||
DIVIDENDS | |||||||
Division of profit | ... | ... | ... | 173 | 56 | ||
Capital paid up in advance at interest not | |||||||
to earn dividend | ... | ... | ... | 174 | 56 | ||
Dividends in proportion to amount paid up | ... | ... | ... | 175 | 56 | ||
Declaration of dividend and writing off | |||||||
capitalised expenses | ... | ... | ... | 176 | 56 | ||
Power to declare dividend without writing off | ... | ... | ... | 176 | 56 | ||
The Company in General Meeting may | |||||||
declare a dividend | ... | ... | ... | 177 | 56 | ||
No larger dividend than recommended by Directors, etc. | ... | ... | ... | 178 | 56 | ||
Interim dividend | ... | ... | ... | 179 | 57 | ||
Retention of dividends | ... | ... | ... | 180 | 57 | ||
No Member to receive dividend whilst indebted to the Company | |||||||
and Company’s right of reimbursement thereof | ... | ... | ... | 181 | 57 | ||
Transfer of shares must be registered | ... | ... | ... | 182 | 57 | ||
Dividends how remitted | ... | ... | ... | 183 | 57 | ||
Unclaimed dividends | ... | ... | ... | 184 | 57 | ||
Dividend and call together | ... | ... | ... | 185 | 58 | ||
Special provision in reference to dividend | ... | ... | ... | 186 | 58 | ||
CAPITALISATION | |||||||
Capitalisation | ... | ... | ... | 187 | 58 | ||
ACCOUNTS | |||||||
Accounts | ... | ... | ... | 188 | 59 | ||
Furnishing of statement of accounts and reports | ... | ... | ... | 189 | 59 | ||
Form and contents of Balance Sheet and | |||||||
Profit and Loss Account | ... | ... | ... | 190 | 60 | ||
Authentication of Balance Sheet and other documents | |||||||
copies thereof to be sent to Members | ... | ... | ... | 191 | 60 | ||
Copies of Balance Sheet, Profit and Loss Account and | |||||||
Auditors’ Report shall be filed with the Registrar | ... | ... | ... | 192 | 60 | ||
AUDIT | |||||||
Accounts to be audited | ... | ... | ... | 193 | 60 | ||
Appointment and qualification of Auditors | ... | ... | ... | 194 | 60 | ||
Branch audit | ... | ... | ... | 195 | 60 | ||
Remuneration of Auditors | ... | ... | ... | 196 | 60 |
Article | Page | ||||||
Auditors: their Report, powers and duties | ... | ... | ... | 197 | 61 | ||
Auditors’ right to attend meetings | ... | ... | ... | 198 | 61 | ||
Additional information in Auditors’ Report | ... | ... | ... | 199 | 61 | ||
Reasons for qualifications in Auditors’ Report | ... | ... | ... | 200 | 62 | ||
No qualifying remark in Auditors’ Report for | |||||||
non-disclosure of certain information | ... | ... | ... | 201 | 62 | ||
Accounts when audited and approved to be conclusive | |||||||
except as to errors discovered within three months | ... | ... | ... | 202 | 62 | ||
NOTICES | |||||||
Notice | ... | ... | ... | 203 | 62 | ||
Notice on Members having no registered address | ... | ... | ... | 204 | 63 | ||
Notice on persons acquiring shares on death or | |||||||
insolvency of Member | ... | ... | ... | 205 | 63 | ||
Persons entitled to notice of General Meetings | ... | ... | ... | 206 | 63 | ||
Notice by Company and signature thereto | ... | ... | ... | 207 | 63 | ||
Transferee, etc., bound by prior notices | ... | ... | ... | 208 | 63 | ||
Notice valid though Member deceased | ... | ... | ... | 209 | 63 | ||
WINDING UP | |||||||
Winding up | ... | ... | ... | 210 | 63 | ||
Distribution in specie or kind | ... | ... | ... | 211 | 63 | ||
Distribution of assets | ... | ... | ... | 212 | 64 | ||
Right of shareholders in case of sale | ... | ... | ... | 213 | 64 | ||
SECRECY CLAUSE | |||||||
Secrecy clause | ... | ... | ... | 214 | 64 | ||
INDEMNITY AND RESPONSIBILITY | |||||||
Directors’ and others’ right to indemnity | ... | ... | ... | 215 | 64 |
COMPANY LIMITED BY SHARES
MEMORANDUM OF ASSOCIATION
OF
ICICI BANK LIMITED
I. | The name of the Company is ICICI BANK LIMITED.1 |
II. | The Registered Office of the Company will be situated in the State of Gujarat. |
III. | The objects for which the Company is established are : |
A. | THE MAIN OBJECTS TO BE PURSUED BY THE COMPANY ON ITS INCORPORATION ARE : |
1. | To establish and carry on business of banking in any part of India or outside India. |
2. | To carry on the business of accepting, for the purpose of lending or investment, of deposits of money repayable on demand or otherwise and withdrawable by cheque, draft, order or otherwise. |
3. | To borrow, raise or take up money, lend or advance money with or without interest either upon or without security. |
4. | To draw, make, execute, issue, endorse, negotiate, accept, discount, buy, sell, collect and deal in bills of exchange, hundies, promissory notes, coupons, drafts, bills of lading, railway receipts, warrants, debentures, bonds, mortgage-backed securities, letters of credit or obligations, certificates, scrips and other instruments and securities whether transferable or negotiable or mercantile or not. |
5. | To grant and issue letters of credit, traveller’s cheques and circular notes, buy, sell and deal in bullion and specie. |
6. | To receive all kinds of bonds, scrips or valuables on deposit or for safe custody or otherwise, provide safe deposit vaults, collect and transmit money, negotiable instruments and all securities. |
7. | To buy, acquire, issue on commission, deal, sell, dispose of, exchange, convert, underwrite, subscribe, participate, invest in and hold whether on its own account or on behalf of any person, body corporate, company, society, firm or association of persons whether incorporated or not, shares, stocks, funds, debentures, debenture stocks, units, promissory notes, bills of exchange, bonds, warrants, participation certificates or participation units, other money market or capital market instruments, obligations and securities and investments of all kinds issued or guaranteed by any government, state, dominion, sovereign body, commission, public body or authority, supreme, local or municipal or company or body, whether incorporated or not or by any person or association. |
7A2 | To securitise, purchase, acquire, invest in, transfer, sell, dispose of or trade in any financial asset whatsoever, receivables, debts, whether unsecured or secured by mortgage of immoveables or charge on movables or otherwise, securitised debts, asset or mortgaged-backed securities or mortgage- backed securitised debts and to manage, service or collect the same and to appoint managing, servicing or collection agent therefor and to issue certificates or other instruments in respect thereof to public or private investors |
1 | The name of the Company has been changed from ICICI Banking Corporation Limited to ICICI Bank Limited pursuant to the Special Resolution passed by the Members at their Fifth Annual General Meeting held on June 14, 1999 and approval of the Registrar of Companies vide fresh certificate of incorporation dated September 10, 1999. |
2 | Clause 7A has been inserted pursuant to the Special Resolution passed by the Members by means of postal ballot, the result of which was declared at the Eighth Annual General Meeting held on September 16, 2002 as also approved by Reserve Bank of India vide its letter dated May 12, 2004. |
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and to guarantee and insure the due payment, fulfillment and performance of obligations in respect thereof or in connection therewith and to promote, establish, undertake, organise, manage, hold or dispose of any special purpose entity, body corporate or vehicle for carrying on all or any such activities. | |
8. | To act as foreign exchange dealer and to buy, sell or otherwise deal in all kinds of foreign currencies including foreign bank notes, foreign currency options, forward covers, swaps of all kinds and to transact for itself or on behalf of any person, body corporate, company, society, firm or association of persons whether incorporated or not, all transactions in foreign currencies. |
9. | To carry on the activities of bill discounting, rediscounting bills, marketing, factoring, dealing in commercial paper, treasury bills, certificate of deposits and other financial instruments. |
10. | To act as agents for any government or local authority or any other person or persons, carry on agency business of any description including clearing and forwarding of goods, give receipts and discharges and otherwise act as an attorney on behalf of customers, but excluding the business of a managing agent or secretary and treasurer of a company. |
11. | To contract for public and private loans and advances and negotiate and issue the same. |
12. | To form, constitute, promote, act as managing and issuing agents, brokers, sub-brokers, prepare projects and feasibility reports for and on behalf of any company, association, society, firm, individual and body corporate. |
13. | To carry on and transact every kind of guarantee and indemnity business. |
14. | To undertake and execute trusts and the administration of estates as executor or trustee. |
15. | To act as Registrar and Transfer Agents and Registrar to the Issue, Issue Agents and Paying Agents. |
16. | To provide custodial and depository services and to do all such things as may be advised, permitted or required for this purpose. |
17. | To effect, insure, guarantee, underwrite, participate in managing and carrying out of any issue, public or private, of state, municipal or other loans or of shares, stock, debentures or debenture stock of any company, corporation or association and the lending of money for the purpose of any such issue. |
183. | To provide credit, charge, debit, saving, investment or other facilities to any person or persons (whether individuals, firms, companies, bodies, corporate or other entities), whether in the private or public sector by issuance of credit, charge, debit, stored value, prepaid, smart or other cards whether private label, co- branded, affinity or otherwise and to establish and maintain card acceptance network (including physical, electronic, computer or automated machines network) and make payments or provide settlement service to the merchants or issuing banks on account of usage by the cardholders of the credit, charge, debit, stored value, prepaid, smart or other cards whether private label, co- branded, affinity or otherwise. |
19. | To provide or assist in obtaining, directly or indirectly, advice or services in various fields such as management, finance, investment, technology, administration, commerce, law, economics, labour, human resources development, industry, public relations, statistics, science, computers, accountancy, taxation, fund management, foreign exchange dealings, quality control, processing, strategic planning and valuation. |
20. | To do any other form of business which the Government of India may specify as a form of business in which it is lawful for a banking company to engage. |
3 | The following clause 18 has been replaced by the above new clause 18 pursuant to the Special Resolution passed by the Members by means of postal ballot, the result of which was declared at the Eighth Annual General Meeting held on September 16, 2002 as also approved by Reserve Bank of India vide its letter dated May 12, 2004. |
18. | To issue debit or credit cards to customers or any other person. |
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To carry on the business of assisting industrial, infrastructure and commercial enterprises : in general by | |
i) | assisting in the creation, expansion and modernisation of such enterprises; | |
ii) | encouraging and promoting the participation of capital, both internal and external in such enterprises; and in particular by | |
i) | providing finance in the form of long, medium or short term loans or equity participations; | |
ii) | sponsoring and underwriting new issues of shares and securities; | |
iii) | guaranteeing loans from other investment sources; | |
iv) | making funds available for re-investment by revolving investments as rapidly as prudent; | |
v) | performing and undertaking activities pertaining to leasing, giving on hire or hire-purchase, bill marketing, factoring and related fields. | |
20B4. | To lend money, with or without interest, (with or without security) for any maturity, in any form whatsoever including by way of loans, advances, instalment credit, trade finance, hire or otherwise to any person or persons (whether individuals, firms, companies, bodies corporate, Government, State, Sovereign, public body or authority, supreme, local or otherwise or other entities), whether in the private or public sector, for any purpose whatsoever, including agriculture, industry, infrastructure, export-import, housing, consumer or others. |
20C4. | To lend money, with or without interest, (with or without security) for any maturity, in any form whatsoever, to any person or persons (whether individuals, firms, companies, bodies corporate, Government, State, Sovereign, public body or authority, supreme, local or otherwise or other entities), whether in the private or public sector, for: |
(i) | Purchasing or acquiring any freehold or leasehold lands, estate or interest in any land or property, | |
(ii) | Taking demise for any term or terms of years of any land or property or | |
(iii) | Constructions, erection, purchase, extension, alteration, renovation, development or repair any house or building or any form of real estate or any part or portion thereof. | |
20D4. | To provide financial assistance to any person or persons (whether individuals, firms, companies, bodies corporate, Government, State, Sovereign, public body or authority, supreme, local or otherwise or other entities), whether in the private or public sector for any purpose whatsoever by means of leasing, giving on hire or hire-purchase, lending, selling, reselling, or otherwise disposing of all forms of immoveable and moveable properties and assets of any kind, nature or use, whatsoever and for the purpose, purchasing or otherwise acquiring dominion over the same, whether new or used. |
20E4. | To purchase, acquire, sell, dispose of, deal or trade in bullion and specie and/or to issue, subscribe to, acquire, purchase, sell, dispose of, deal or trade in derivative financial instruments including futures, forwards options, swaps, caps, collars, floors, swap options, bond options or other derivative instruments whether traded on any market or exchange or otherwise, for proprietary trading activities or for any person or persons (whether individuals, firms, companies, bodies corporate, Government, State, Sovereign, public body or authority, supreme, local or otherwise or other entities), whether in the private or public sector. |
20F4. | To promote, organise, manage or undertake the activities of insurance intermediaries including insurance or reinsurance brokers, consultants, surveyors, loss assessors, loss control engineers, risk managers, actuarial analyst and to promote, organise, manage or undertake, marketing, trading, distribution or servicing of insurance and assurance products of all kinds, whether life or general; financial, investment or other products including (without limitation) securities, stocks, shares, debentures, bonds, units, certificates or services offered by the Company and/or by any person, firm, company, body corporate, mutual fund, Government, State, public body or authority, supreme, municipal, local or otherwise, through the Company’s branches, or offices. |
4 | Clauses 20A - 20I inserted under Clause 20 pursuant to the Special Resolution passed by the Members by means of postal ballot, the result of which was declared at the Eighth Annual General Meeting held on September 16, 2002 as also approved by Reserve Bank of India vide its letter dated May 12, 2004. |
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To promote, organise or manage funds or investments on a discretionary or non-discretionary basis on behalf of any person or persons (whether individual, firms, companies, bodies corporate, public body or authority, supreme, local or otherwise, trusts, pension funds, offshore funds, charities, other associations or other entities), whether in the private or public sector. | |
20H4. | To act as Trustee of any deeds, constituting or securing any debentures, debenture stock, or other securities or obligations and to undertake and execute any other trusts, and also to undertake the office of or exercise the powers of executor, administrator, receiver, treasurer, custodian and trust corporation. |
20I4. | To provide financial services, advisory and counselling services and facilities of every description capable of being provided by share and stock brokers, share and stock jobbers, share dealers, investment fund managers and to arrange and sponsor public and private issues or placement of shares and loan capital and to negotiate and underwrite such issues. |
B. | OBJECTS INCIDENTAL OR ANCILLARY TO THE ATTAINMENT OF THE MAIN OBJECTS: |
21. | To establish, maintain and operate electronic teller machines for carrying on any of the banking businesses. |
22. | To acquire and undertake the whole or any part of the business, property and liabilities of any person carrying on any business which the Company is authorised to carry on or possession of property suitable for the purposes of the objects of the Company. |
23. | To manage, sell and realise any property which may come into the possession of the Company in satisfaction or part satisfaction of any of its claims. |
24. | To acquire and hold and generally deal with any property or any right, title or interest in any such property which may form the security or part of the security for any loan or advance or which may be connected with any such security. |
25. | To establish and support or aid in the establishment and support of associations, institutions, funds, trusts, schools, hospitals, guest-houses, clubs and conveniences which may be considered to benefit employees or ex-employees of the Company or the dependents or connections of such persons or any other persons, natural or judicial, granting pensions and allowances and making payments towards insurance, subscribing to or guaranteeing moneys for charitable or benevolent objects or for any exhibition or for any public, general or useful object. |
26. | To aid and support any person, association, body or movement whose object is solution, settlement or surmounting of industrial or labour problems or the promotion of industry, trade or business of the Company or for the promotion of science and technology, cultural activities, sports, environment, rural development and other social and welfare activities. |
27. | To acquire, construct, maintain and alter any building or work necessary or convenient for the purpose of the Company. |
28. | To sell, improve, manage, develop, exchange, lease, mortgage, dispose of or turn into account or otherwise deal with all or any part of the property and rights of the Company. |
29. | To acquire by purchase, lease or otherwise any premises for the construction and/or establishment of a safe-deposit vault or vaults and to maintain therein fire-proof and burglar-proof strong rooms, safes and other receptacles for deeds, securities, documents, money, jewellery and valuables of all kinds. |
30. | To procure the registration, incorporation or recognition of the Company under the laws or regulations of any other place outside India and to pay all costs, charges and expenses incurred or sustained in or about |
4 | Clauses 20A - 20I inserted under Clause 20 pursuant to the Special Resolution passed by the Members by means of postal ballot, the result of which was declared at the Eighth Annual General Meeting held on September 16, 2002 as also approved by Reserve Bank of India vide its letter dated May 12, 2004. |
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the promotion, incorporation and establishment of the Company or which the Company shall consider to be preliminary, out of the funds of the Company. | |
31. | To promote or procure incorporation, formation or setting up of concerns and undertakings whether as company, body corporate, partnership or any other association of persons for engaging in any business and to pay out of the funds of the Company all or any expenses which the Company may lawfully pay for services rendered for formation and registration of any other company by it, subject to the provisions of the Act. |
32. | To develop and promote new financing instruments of all kinds whether for the capital or money markets. |
33. | To acquire and undertake the whole or any part of the business of any person or company, when such business is of a nature enumerated or described hereunder. |
34. | To commence and carry on activities with a view to encourage savings and investments and participations in income, profits and gains accruing to the Company from the acquisition, holding, management and disposal of securities. |
35. | To place deposits, keep money with security or otherwise either for or without interest with any person, company, bank, financial and other institution, trust, corporation, local authority, government, co-operative society, HUF or other body (whether incorporated or not). |
36. | To acquire, hold, manage, buy, sell, exchange, mortgage, charge, lease, license or grant any right or interest in, over or upon any movable or immovable property of any kind, including contingent and reversionary interest in any property. |
37. | To carry on activities of holding any charter or sponsoring any Act of Legislation and/or to acquire any privilege, monopoly, licence, patent or other right, power from any government or parliament or from any local or any other authority in India or elsewhere and to exercise any powers, rights, or privileges so obtained and in the matters and for the purposes aforesaid to act solely or jointly with any other person, corporation or body and to apply for registration and act as accredited investment advisers to any mutual fund, unit trust with any regulatory authority in India or elsewhere. |
38. | To apply for and become member of any trade association, commodity exchange, clearing-house, society, company, management association or any other association, professional body, stock exchange, depository trust company whether it be in India or elsewhere and to communicate with various chambers of commerce and other mercantile and public bodies in India or elsewhere, concert and promote measures for the protection and/or promotion of the Company’s trade, industry and persons engaged therein. |
39. | To apply for, purchase or otherwise acquire, protect and renew in India or elsewhere, patents, licences, concessions, patent rights, trade marks, designs, conferring any exclusive or non-exclusive or limited rights to their use of any secret or other information regarding any invention, research which may seem capable of being used for any purpose of the Company and to use, develop or grant licence in respect thereof or otherwise turn to account the rights or information so acquired and expend money in improving any such patents, rights or inventions. |
40. | To enter into agreements, contracts for, undertake or otherwise arrange for receiving, mailing or forwarding any circular, notice, report, brochure, material, article and thing belonging to any company, corporation, firm, institution or person or persons by means of delivery by hand or otherwise. |
41. | To purchase, take on lease or licence or in exchange, hire or otherwise acquire any immovable or movable property, rights or privileges which the Company may think necessary or convenient for any business of the Company and to develop and turn to account and deal with the same and, in particular, any land, tenements, buildings and easements in such manner as may be thought expedient and to construct, reconstruct, maintain and alter any immovable or movable property or works necessary or convenient for |
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the purpose of the Company and to pay for the same either in cash or in shares or securities or otherwise and to sell, let, lease or under lease or otherwise dispose of or grant right over any movable or immovable property belonging to the Company. | |
42. | To manage land, buildings and other property both movable and immovable and to collect rents and income and to supply to tenants, users and occupiers, attendants, servants, waiting-rooms, reading rooms and other conveniences and services as may be necessary. |
43. | To apply for, promote and obtain any order, directive, instruction, regulation, ordinance and other authorisation or enactment of the Central or any state government or any other authority for enabling the Company to put any of its objects to effect or for effecting any modification or change in any of the Company’s business or constitutions and to oppose any bill, statute, rule, regulation, guideline, proceeding or application which may seem to prejudice the Company’s business or interests. |
44. | To open, maintain, operate and close account or accounts with any firm or company or with any bank or banks or financial institutions or other financiers and to pay or earn interest and to withdraw money from such account or accounts. |
45. | To train or pay for the training in India or abroad of any of the Company’s employee or any person in the interest of or in furtherance of the Company’s objects. |
46. | To enter into any arrangement with any government or government departments or authorities or any authority that may seem conducive to the attainment of the Company’s objects and to obtain from any such government or government departments or authorities any right, privilege, licence and concession necessary or desirable to obtain and to carry out, exercise, use or comply with any such arrangement, right or privilege or concession. |
47. | Subject to the provisions of the Companies Act, 1956, to distribute any of the Company’s property amongst the Members of the Company. |
48. | To provide for and furnish or secure to any Member or customer of the Company or to any subscriber to or purchasee or possessor of any publication of the Company or of any coupon or ticket, issued with any publication of the Company, any convenience, advantage, benefit or special privilege, which may seem expedient or necessary, either gratuitously or otherwise. |
49. | To sell, improve, manage, develop, exchange, lease, give on licence, mortgage, dispose of, or transfer business, property and undertakings of the Company or any part thereof with or without any consideration which the Company may deem fit to accept for attaining the main objects of the Company. |
50. | To provide for the welfare of employees or ex-employees of the Company or its predecessors in business and the spouse, widow or widower, father (including stepfather), mother (including stepmother), brother (including stepbrother), sister (including stepsister), son (including stepson), daughter (including stepdaughter), son’s widow, daughter’s widower, deceased son’s children, deceased daughter’s children or the dependents of such employees or ex-employees by building or contributing to the building of houses or dwellings or by grant of money, pensions, allowances, bonus or other payments or by building or contributing to the building of houses or dwelling or by creating and from time to time subscribing or contributing to provident funds and other associations, institutions, funds or trusts and by providing or subscribing or contributing towards places of instruction and recreation, hospitals and dispensaries, medical and other attendances and to subscribe to, contribute to or otherwise assist charitable, benevolent, national and/or other institutions or objects. |
51. | To establish, hold or conduct competitions in respect of contribution or information suitable for insertion in any publications of the Company or otherwise for any of the purposes of the Company and to offer and grant prizes, rewards and premiums of such character and on such terms as may be expedient. |
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To refer to or agree to refer any claim, demand, dispute or any other question by or against the Company or in which the Company is interested or concerned and whether between the Company and third parties, to arbitration and to observe and perform and do all acts, matters and things necessary to carry out or enforce the awards. | |
53. | To enter into partnership or into any arrangement for joint ventures in business for sharing profits, union of interest, lease, licence or otherwise, reciprocal concession or co-operate with any person, firm or company or to amalgamate with any person, firm or company carrying on or proposing to carry on any business. |
54. | To form, promote, subsidise, organise, assist, maintain and conduct or aid in forming, promoting, subsidising, organising, assisting, maintaining research laboratories, experimental workshops or conducting studies, research, aiding tests and experiments on scientific, technical, economic, commercial or any other subject and undertake all types of technical, economic and financial investigations and aid or assist or enter into partnership with any institution, university, company, partnership firm or person or persons undertaking or conducting such research, study and provide, subsidise, endow, assist in laboratories, workshops, libraries, meetings, lectures and conferences and by providing for the remuneration of professors or teachers on any subject and by providing for the awards, exhibitions, scholarships, prizes and grants to students or otherwise and generally to encourage, promote and reward studies, researches, investigations, experiments, tests and inventions of any kind. |
55. | To establish and maintain branches and agencies at any place or places in India or other parts of the world for the conduct of the business of the Company or for the purposes of enabling the Company to carry on its business more efficiently and to exercise all or any of its corporate powers, rights and privileges and to conduct its business in all or any of its branch in the Union of India and in any or all states, territories, possessions, colonies and dependencies and to discontinue and reconstitute any such offices, branches or agencies. |
56. | To enter into any contract or arrangement for more efficient conduct of the business of the Company or any part thereof and to subcontract any such contract or arrangement. |
57. | To adopt such means of making known and advertising the business and products of the Company as may be expedient. |
58. | To issue or allot fully or partly-paid shares in the capital of the Company in payment or part payment of any movable or immovable property purchased or otherwise acquired by the Company or any services rendered to the Company. |
59. | To insure any of the property, undertaking, contract, risk or obligation of the Company in any manner whatsoever. |
60. | To make donations either in cash or in kind for such objects or causes as may be directly or indirectly conducive to any of the Company’s objects or otherwise expedient. |
60A5. | To develop, improve, design, software and programme products of any and all descriptions in connection with or incidental or conducive to or in furtherance of the attainment of any of the objects of the Company. |
60B5. | To appoint trustees (whether individuals or corporations) to hold securities on behalf of and to protect the interests of the Company. |
60C5. | To promote, sponsor, organise, manage or undertake events, exhibitions, conferences, lectures, seminars, printing, publication or distribution of any books, report, literature, newspapers, publicity or other materials in connections with or incidental or conducive to or in furtherance of the attainment of any of the objects of the Company. |
5 | Clauses 60A - 60C inserted under Clause 60 pursuant to the Special Resolution passed by the Members by means of postal ballot, the result of which was declared at the Eighth Annual General Meeting held on September 16, 2002 as also approved by Reserve Bank of India vide its letter dated May 12, 2004. |
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To do all or any of the above things and all such other things as are incidental or as may be thought conducive to the attainment of the above objects or any of them in India or any other part of the world either as principals, agents, trustees, contractors or otherwise and either alone or in conjunction with others and either by or through agents, contractors, trustees or otherwise and to do all such things as are incidental or conducive to the attainment of the above objects. | |
627. | To open, establish, maintain and operate currency chests and small coin depots on such terms and conditions as may be required by the Reserve Bank of India established under the Reserve Bank of India Act, 1934 and enter into all administrative or other arrangements for undertaking such functions with the Reserve Bank of India. |
63. | To do all such other things as are incidental or conducive to the promotion or advancements of the business of the Company. |
And it is hereby declared that : |
(i) | the word "company", save when used in reference to this Company in these presents, shall be deemed to include any partnership or other body of persons, whether or not incorporated and whether domiciled in India or elsewhere; | |
(ii) | the several sub-clauses of this clause and all the powers thereof are to be cumulative and in no case is the generality of any one sub-clause to be narrowed or restricted by any particularity of any other sub-clause nor is any general expression in any sub-clause to be narrowed or restricted by any particularity of expression in the same sub-clause or by the application of any rule of construction ejusdem generies or otherwise; | |
(iii) | the term "India", when used in this clause unless repugnant to the context, shall include all territories, from time to time, comprised in the Union of India; | |
(iv) | the Company shall have full power to exercise all or any of the powers conferred by these presents in India and/or any part of the world. |
IV. | The liability of the Members is limited. |
V8. | The authorised capital of the Company shall be Rs.1775,00,00,000 divided into 127,50,00,000 shares of Rs.10 each, 150,00,000 shares of Rs. 100 each and 350 shares of Rs.1 crore each with rights, privileges and conditions attached thereto as are provided by the Articles of Association of the Company for the time being with power to increase or reclassify or alter the capital of the Company and to divide/consolidate the shares in the capital for the time being into several classes and face values and to attach thereto respectively such preferential, cumulative, convertible, guarantee, qualified or other special rights, privileges, conditions or restrictions, as may be determined by or in accordance with the Articles of Association of the Company for the time being and to vary, modify or abrogate any such right, privilege or condition or restriction in such manner as may for the time being be permitted by the Articles of Association of the Company and the legislative provisions for the time being in force. |
6 | The following clause 61 has been replaced by the above, new clause 61 pursuant to the Special Resolution passed by the Members by means of postal ballot, the result of which was declared at the Eighth Annual General Meeting held on September 16, 2002 as also approved by Reserve Bank of India vide its letter dated May 12, 2004. |
61. | To do all or any of the object set out herein as are incidental or as may be thought conducive to the promotion or advancement of the business of the Company or attainment of the objects of the Company or any of them in India or elsewhere either as principal, agent, trustee, contractor, and either along or in conjunction with others and either by or through agents, contractors, trustees or otherwise and to carry on business which may seem to the Company capable of being conveniently carried on or which is calculated directly or indirectly to enhance the value of or render profitable any of the Company’s property or right. |
7 | New Clause 62 inserted and the existing Clause 62 renumbered as 63 vide Resolution passed by the Members at their Seventh Annual General Meeting held on June 11, 2001. |
8 | At the time of incorporation, the Authorised Capital of the Company was Rs. 300,00,00,000 divided into 30,00,00,000 equity shares of Rs.10 each. Pursuant to the Order dated March 7, 2002 of the High Court of Gujarat at Ahmedabad in connection with the amalgamation of ICICI Limited, ICICI Capital Services Limited and ICICI Personal Financial Services Limited with ICICI Bank Limited, the Authorised Capital was increased to Rs. 22,50,00,00,000, divided into 1,90,00,00,000 shares of Rs.10 each and 350 shares of Rs. 1 crore each. Thereafter, pursuant to the Special Resolution passed at the Eighth Annual General Meeting of the Company held on September 16, 2002 and the approval of Reserve Bank of India vide letter dated January 16, 2003, the Authorised Share Capital was reduced to Rs. 1900,00,00,000 divided into 155,00,00,000 shares of Rs. 10 each and 350 shares of Rs. 1 crore each. Pursuant to the Ordinary Resolution passed by the Members on June 8, 2007 by way of postal ballot, the authorised share capital was altered to Rs.1775,00,00,000 divided into 127,50,00,000 shares of Rs.10 each, 150,00,000 shares of Rs.100 each and 350 shares of Rs.1 crore each. The Reserve Bank of India vide its letter dated June 5, 2007 accorded its approval to the alteration. |
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Sr. No. | Name of the Subscriber and Signature | Address & Occupation of each Subscriber | No. of Shares taken by each Subscriber | Witness |
1. | Narayanan Vaghul | 1301, Radhika | 100 | |
S/o. V. Narayanan | Off Sayani Road | (One Hundred) | ||
Sd/- | Prabhadevi | |||
Chairman | Mumbai 400 025 | |||
ICICI | Banker | |||
2. | Parampally Vasudeva Maiya | Flat No. 172-B | 100 | |
S/o. P. Ganapayya Maiya | Jolly Maker Apartments I | (One Hundred) | ||
Sd/- | Cuffe Parade | |||
Executive Director | Mumbai 400 005 | |||
SCICI | Bank Executive | |||
3. | Lalita Dileep Gupte | 153-C, Mhaskar Building | 100 | |
W/o. Dileep Gupte | Opp. Ruia Building | (One Hundred) | ||
Sd/- | Sir Balachander Road | |||
Chief General Manager | Matunga | |||
ICICI | Mumbai 400 019 | |||
Company Executive | ||||
4. | Girish Sumanlal Mehta | A-6, ICICI Apartments | 100 | |
S/o. Sumanlal Mehta | P. Balu Marg | (One Hundred) | ||
Sd/- | Prabhadevi | |||
Company Secretary | Mumbai 400 025 | |||
ICICI | Company Executive | |||
5. | Shashikant Harilal Bhojani | A-73, Ocean Gold | 100 | |
S/o. Harilal Bhojani | Twin Tower Lane | (One Hundred) | ||
Sd/- | Prabhadevi | |||
Corporate Legal Advisor | Mumbai 400 025 | |||
ICICI | Company Executive | |||
6. | Sethumadhava Rao Ragothaman | C-22, ICICI Apartments | 100 | |
S/o. K. Sethumadhava Rao | P. Balu Marg | (One Hundred) | ||
Sd/- | Prabhadevi | |||
Deputy General Manager | Mumbai 400 025 | |||
ICICI | Company Executive | |||
7. | Kalpana Morparia | A-13, Ocean Gold | 100 | |
W/o. Jaisingh Morparia | Twin Tower Lane | (One Hundred) | ||
Sd/- | Prabhadevi | |||
Assistant General Manager | Mumbai 400 025 | |||
ICICI | Company Officer | |||
Total number of shares taken: | 700 | |||
(Seven Hundred | ||||
Equity Shares) |
Dated this 22nd day of December, 1993.
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