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, 2019
Commission File Number: 001-15002
ICICI Bank Limited
(Translation of registrant’s name into English)
ICICI Bank Towers,
Bandra-Kurla Complex
Mumbai, India 400 051
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file
annual reports under cover Form 20-F or Form 40-F.
| Form 20-F X | Form 40-F |
Indicate by check mark if the registrant is submitting the Form 6-K
in paper as permitted by Regulation S-T Rule 101(b)(1):
| Yes | No X |
Indicate by check mark if the registrant is submitting the Form 6-K
in paper as permitted by Regulation S-T Rule 101(b)(7):
| Yes | No X |
Indicate by check mark whether by furnishing the information
contained in this Form, the Registrant is also thereby furnishing the
information to the Commission pursuant to Rule 12g3-2(b)
under the Securities Exchange Act of 1934:
| Yes | No X |
If “Yes” is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g 3-2(b):Not Applicable
Table of Contents
| Item | |
1.
| Other news
|
Item 1
OTHER NEWS
Subject: Disclosure under Indian Listing Regulations
IBN
ICICI Bank Limited (the ‘Bank’) Report on Form 6-K
The Bank has made the below announcement to the Indian stock exchanges:
Pursuant to the SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015, we attach herewith the disclosure of related party transactions on consolidated basis drawn in accordance with the applicable accounting standards, for the year ended March 31, 2019.
This is for your information and appropriate dissemination.
ICICI Bank Limited ICICI Bank Towers Bandra-Kurla Complex Mumbai 400 051, India. | Tel.: (91-22) 2653 1414 Fax: (91-22) 2653 1122 Websitewww.icicibank.com CIN.: L65190GJ1994PLC021012 | Regd. Office: ICICI Bank Tower, Near Chakli Circle, Old Padra Road Vadodara 390007. India |
Related party transactions
The Group (ICICI Bank Limited, its subsidiaries and entities consolidated as per AS 21) has transactions with its related parties comprising associates/other related entities, key management personnel and relatives of key management personnel.
| I. | Related parties |
Associates/other related entities
Arteria Technologies Private Limited1, India Advantage Fund-III, India Advantage Fund-IV, India Infradebt Limited, ICICI Merchant Services Private Limited, I-Process Services (India) Private Limited, NIIT Institute of Finance, Banking and Insurance Training Limited, Comm Trade Services Limited and ICICI Foundation for Inclusive Growth.
| 1. | Related party with effect from May 29, 2018. |
Key management personnel
Mr. Sandeep Bakhshi1, Ms. Vishakha Mulye, Mr. Vijay Chandok, Mr. Anup Bagchi, Mr. N. S. Kannan2 and Ms. Chanda Kochhar3.
| 1. | Related party with effect from June 19, 2018. |
| 2. | Related party upto June 18, 2018. |
| 3. | Related party upto October 4, 2018. |
Relatives of key management personnel
Ms. Mona Bakhshi1, Mr. Shivam Bakhshi1, Ms. Esha Bakhshi1, Ms. Minal Bakhshi1, Mr. Sameer Bakhshi1, Mr. Vivek Mulye, Ms. Vriddhi Mulye, Dr. Gauresh Palekar, Ms. Shalaka Gadekar, Ms. Manisha Palekar, Ms. Poonam Chandok, Ms. Saluni Chandok, Ms. Simran Chandok, Mr. C. V. Kumar, Ms. Shad Kumar, Ms. Sanjana Gulati, Ms. Mitul Bagchi, Mr. Aditya Bagchi, Mr. Shishir Bagchi, Mr. Arun Bagchi, Mr. Animesh Bagchi, Ms. Rangarajan Kumudalakshmi2, Ms. Aditi Kannan2, Ms. Sudha Narayanan2, Mr. Raghunathan Narayanan2, Mr. Rangarajan Narayanan2, Mr. Deepak Kochhar3, Mr. Arjun Kochhar3, Ms. Aarti Kaji3 and Mr. Mahesh Advani3.
| 1. | Related party with effect from June 19, 2018. |
| 2. | Related party upto June 18, 2018. |
| 3. | Related party upto October 4, 2018. |
| II. | Transactions with related parties |
The following table sets forth, for the periods indicated, the significant transactions between the Group and its related parties.
₹in million
| Particulars | Year ended March 31, 2019 | Year ended March 31, 2018 |
| Interest income | ||
| Associates/others | 264.7 | 212.6 |
| Key management personnel | 11.7 | 9.0 |
| Relatives of key management personnel | 0.01 | 0.1 |
| Total interest income | 276.4 | 221.7 |
| Fee, commission and other income | ||
| Associates/others | 58.3 | 25.1 |
| Key management personnel | 1.2 | 0.5 |
| Relatives of key management personnel | 0.2 | 0.01 |
| Total fee, commission and other income | 59.7 | 25.6 |
| Commission income on guarantees issued | ||
| Associates/others | 0.1 | 0.1 |
| Key management personnel | .. | .. |
| Relatives of key management personnel | .. | .. |
| Total commission income on guarantees issued | 0.1 | 0.1 |
| Insurance premium received | ||
| Associates/others | 24.5 | 34.0 |
| Key management personnel | 1.1 | 2.6 |
| Relatives of key management personnel | 3.4 | 4.6 |
| Total insurance premium received | 29.0 | 41.2 |
| Gain/(loss) on forex and derivative transactions (net)2 | ||
| Associates/others | 0.1 | (0.0)1 |
| Key management personnel | .. | .. |
| Relatives of key management personnel | .. | .. |
| Total gain/(loss) on forex and derivative transactions (net) | 0.1 | (0.0)1 |
| Dividend income | ||
| Associates/others | 63.8 | 63.8 |
| Total dividend income | 63.8 | 63.8 |
| Reimbursement of expenses to the Group | ||
| Associates/others | .. | 3.3 |
| Key management personnel | .. | .. |
| Relatives of key management personnel | .. | .. |
| Total reimbursement of expenses to the Group | .. | 3.3 |
2
| Particulars | Year ended March 31, 2019 | Year ended March 31, 2018 |
| Recovery of lease of premises, common corporate and facilities expenses | ||
| Associates/others | 59.7 | 69.2 |
| Key management personnel | .. | .. |
| Relatives of key management personnel | .. | .. |
| Total recovery of lease of premises, common corporate and facilities expenses | 59.7 | 69.2 |
| Recovery of secondment of employees | ||
| Associates/others | 9.4 | 8.7 |
| Total recovery of secondment of employees | 9.4 | 8.7 |
| Interest expense | ||
| Associates/others | 7.8 | 5.4 |
| Key management personnel | 4.2 | 10.2 |
| Relatives of key management personnel | 1.7 | 3.1 |
| Total interest expense | 13.7 | 18.7 |
| Remuneration to wholetime directors3 | ||
| Key management personnel | 270.5 | 232.9 |
| Total remuneration to wholetime directors | 270.5 | 232.9 |
| Reimbursement of expenses to related parties | ||
| Associates/others | 0.1 | 0.1 |
| Key management personnel | .. | .. |
| Relatives of key management personnel | .. | .. |
| Total reimbursement of expenses to related parties | 0.1 | 0.1 |
| Insurance claims paid | ||
| Associates/others | .. | 0.1 |
| Key management personnel | 0.1 | .. |
| Relatives of key management personnel | .. | 0.4 |
| Total insurance claims paid | 0.1 | 0.5 |
| Brokerage, fee and other expenses | ||
| Associates/others | 9,649.2 | 7,030.4 |
| Key management personnel | .. | .. |
| Relatives of key management personnel | .. | .. |
| Total brokerage, fee and other expenses | 9,649.2 | 7,030.4 |
| Donation given | ||
| Associates/others | 1,031.0 | 1,182.2 |
| Total donation given | 1,031.0 | 1,182.2 |
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| Particulars | Year ended March 31, 2019 | Year ended March 31, 2018 |
| Dividend paid | ||
| Associates/others | .. | .. |
| Key management personnel | 10.5 | 8.5 |
| Relatives of key management personnel | 3.1 | 0.01 |
| Total dividend paid | 13.6 | 8.5 |
| Investments in the securities issued by related parties | ||
| Associates/others | 10,000.0 | 12,907.0 |
| Total investments in the securities issued by related parties | 10,000.0 | 12,907.0 |
| Redemption/buyback of investments | ||
| Associates/others | 534.7 | 647.2 |
| Total redemption/buyback of investments | 534.7 | 647.2 |
| Sale of fixed assets | ||
| Associates/joint ventures/others | .. | .. |
| Key management personnel | 7.2 | .. |
| Relatives of key management personnel | .. | .. |
| Total sale of fixed assets | 7.2 | .. |
| 1. | Insignificant amount. |
| 2. | The Bank undertakes derivative transactions with its subsidiaries, associates, joint ventures and other related entities. The Bank manages its foreign exchange and interest rate risks arising from these transactions by covering them in the market. While the Bank within its overall position limits covers these transactions in the market, the above amounts represent only the transactions with its subsidiaries, associates, joint ventures and other related entities and not the offsetting/covering transactions. |
| 3. | Excludes the perquisite value on employee stock options exercised, contribution to gratuity fund and includes performance bonus paid during the period. |
4
| III. | Material transactions with related parties |
The following table sets forth, for the periods indicated, the material transactions between the Group and its related parties. A specific related party transaction is disclosed as a material related party transaction wherever it exceeds 10% of all related party transactions in that category.
₹ in million
| Particulars | Year ended March 31, 2019 | Year ended March 31, 2018 | |
| Interest income | |||
| 1 | India Infradebt Limited | 261.4 | 212.6 |
| Fee, commission and other income | |||
| 1 | India Infradebt Limited | 58.3 | 23.4 |
| Commission income on guarantees issued | |||
| 1 | NIIT Institute of Finance Banking and Insurance Training Limited | 0.1 | 0.1 |
| Insurance premium received | |||
| 1 | ICICI Foundation for Inclusive Growth | 20.5 | 30.0 |
| 2 | Mr. Vivek Mulye | 3.1 | 3.2 |
| Gain/(loss) on forex and derivative transactions (net)2 | |||
| 1 | Arteria Technologies Private Limited3 | 0.1 | N.A. |
| 2 | ICICI Merchant Services Private Limited | .. | (0.0)1 |
| 3 | India Infradebt Limited | .. | (0.0)1 |
| Dividend income | |||
| 1 | India Infradebt Limited | 63.8 | 63.8 |
| Reimbursement of expenses to the Group | |||
| 1 | India Infradebt Limited | .. | 3.3 |
| Recovery of lease of premises, common corporate and facilities expenses | |||
| 1 | ICICI Foundation for Inclusive Growth | 56.2 | 63.6 |
| Recovery of secondment of employees | |||
| 1 | I-Process Services (India) Private Limited | 9.4 | 8.7 |
| Interest expense | |||
| 1 | ICICI Foundation for Inclusive Growth | 2.3 | 2.4 |
| 2 | India Infradebt Limited | 2.2 | 1.7 |
| 3 | Arteria Technologies Private Limtited3 | 1.6 | N.A. |
| 4 | Ms. Chanda Kochhar4 | 3.0 | 9.5 |
| Remuneration to wholetime directors5 | |||
| 1 | Mr. Sandeep Bakhshi6 | 47.2 | N.A. |
| 2 | Ms. Vishakha Mulye | 50.2 | 43.1 |
| 3 | Mr. Vijay Chandok | 45.5 | 44.1 |
| 4 | Mr. Anup Bagchi | 44.1 | 37.3 |
| 5 | Mr. N. S. Kannan7 | 9.4 | 45.1 |
| 6 | Ms. Chanda Kochhar4 | 74.1 | 63.3 |
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| Particulars | Year ended March 31, 2019 | Year ended March 31, 2018 | |
| Reimbursement of expenses to related parties | |||
| 1 | NIIT Institute of Finance Banking and Insurance Training Limited | 0.1 | 0.1 |
| Insurance claims paid | |||
| 1 | I-Process Services (India) Private Limited | .. | 0.1 |
| 2 | Mr. Anup Bagchi | 0.1 | .. |
| 3 | Mr. Deepak Kochhar4 | .. | 0.4 |
| Brokerage, fee and other expenses | |||
| 1 | I-Process Services (India) Private Limited | 5,463.4 | 4,600.8 |
| 2 | ICICI Merchant Services Private Limited | 4,174.7 | 2,415.9 |
| Donation given | |||
| 1 | ICICI Foundation for Inclusive Growth | 1,031.0 | 1,182.2 |
| Dividend paid | |||
| 1 | Mr. Sandeep Bakhshi6 | 3.2 | N.A. |
| 2 | Ms. Vishakha Mulye | 2.6 | 1.7 |
| 3 | Mr. Vijay Chandok | 0.01 | 0.01 |
| 4 | Mr. Anup Bagchi | 0.1 | 0.01 |
| 5 | Mr. N. S. Kannan7 | .. | 1.1 |
| 6 | Ms. Chanda Kochhar4 | 4.6 | 5.7 |
| 7 | Mr. Shivam Bakhshi6 | 1.6 | N.A. |
| Investments in the securities issued by related parties | |||
| 1 | India Infradebt Limited | 10,000.0 | 12,907.0 |
| Redemption/buyback of investments | |||
| 1 | India Advantage Fund-III | 272.7 | 260.8 |
| 2 | India Advantage Fund-IV | 262.0 | 386.4 |
| Sale of fixed assets | |||
| 1 | Ms. Chanda Kochhar4,8 | 7.2 | .. |
| 1. | Insignificant amount. |
| 2. | The Bank undertakes derivative transactions with its subsidiaries, associates, joint ventures and other related entities. The Bank manages its foreign exchange and interest rate risks arising from these transactions by covering them in the market. While the Bank within its overall position limits covers these transactions in the market, the above amounts represent only the transactions with its subsidiaries, associates, joint ventures and other related entities and not the offsetting/covering transactions. |
| 3. | Related party with effect from May 29, 2018. |
| 4. | Related party upto October 4, 2018. |
| 5. | Excludes the perquisite value on employee stock options exercised, contribution to gratuity fund and includes performance bonus paid during the period. |
| 6. | Related party with effect from June 19, 2018. |
| 7. | Related party upto June 18, 2018. |
| 8. | Includes amount pertaining to full and final settlement given to Ms. Kochhar. Attention is also invited to press release by the Bank dated January 30, 2019 in the matter of Findings in the Enquiry Report of Hon’ble Mr. Justice (Retd.) B.N. Srikrishna (https://www.icicibank.com/managed-assets/docs/about-us/2019/icici-bank-statement-on-findings-in-enquiry-report.pdf). |
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| IV. | Related party outstanding balances |
The following table sets forth, for the periods indicated, the outstanding balances payable to/receivable from related parties.
₹in million
| Items | Year ended March 31, 2019 | Year ended March 31, 2018 |
| Deposits with the Group | ||
| Associates/others | 522.9 | 1,069.6 |
| Key management personnel | 63.2 | 146.1 |
| Relatives of key management personnel | 13.5 | 120.8 |
| Total deposits with the Group | 599.6 | 1,336.5 |
| Payables | ||
| Associates/others | 1,797.1 | 761.0 |
| Key management personnel | 0.01 | 0.01 |
| Relatives of key management personnel | 0.01 | 0.01 |
| Total payables | 1,797.1 | 761.0 |
| Investments of the Group | ||
| Associates/others | 10,777.0 | 6,939.3 |
| Key management personnel | .. | .. |
| Relatives of key management personnel | .. | .. |
| Total investments of the Group | 10,777.0 | 6,939.3 |
| Investments of related parties in the Group | ||
| Associates/others | .. | .. |
| Key management personnel | 6.5 | 10.7 |
| Relatives of key management personnel | 9.5 | 0.01 |
| Total investments of related parties in the Group | 16.0 | 10.7 |
| Advances by the Group | ||
| Associates/others | 45.0 | .. |
| Key management personnel | 254.1 | 161.1 |
| Relatives of key management personnel | 0.4 | 0.7 |
| Total advances by the Group | 299.5 | 161.8 |
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| Receivables | ||
| Associates/others | 123.0 | 85.7 |
| Key management personnel | .. | .. |
| Relatives of key management personnel | .. | .. |
| Total receivables | 123.0 | 85.7 |
| Guarantees issued by the Group | ||
| Associates/others | 11.2 | 1.1 |
| Key management personnel | .. | .. |
| Relatives of key management personnel | .. | .. |
| Total guarantees issued by the Group | 11.2 | 1.1 |
| 1. | Insignificant amount. |
| 2. | At March 31, 2019, 20,022,000 (March 31, 2018: 38,444,750) employee stock options for key management personnel were outstanding. Excludes stock options granted to key management personnel, which are pending regulatory approvals. |
| 3. | During the year ended March 31, 2019, 2,062,000 (year ended March 31, 2018: 408,119), employee stock options with total exercise price of ₹ 296.3 million (year ended March 31, 2018: ₹ 60.0 million) were exercised by the key management personnel. |
Authorised signatory
/s/ Rakesh Jha
| |
Place: Mumbai Date: June 4, 2019 | Rakesh Jha |
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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 4, 2019 | By: | /s/ Vivek Ranjan | ||
| Name : | Vivek Ranjan | ||||
| Title : | Chief Manager | ||||