FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Report of Foreign Issuer
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934
For the month of August, 2019
Commission File Number: 001-15002
ICICI Bank Limited
(Translation of registrant’s name into English)
ICICI Bank Towers,
Bandra-Kurla Complex
Mumbai, India 400 051
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file
annual reports under cover Form 20-F or Form 40-F.
| Form 20-F X | Form 40-F |
Indicate by check mark if the registrant is submitting the Form 6-K
in paper as permitted by Regulation S-T Rule 101(b)(1):
| Yes | No X |
Indicate by check mark if the registrant is submitting the Form 6-K
in paper as permitted by Regulation S-T Rule 101(b)(7):
| Yes | No X |
Indicate by check mark whether by furnishing the information
contained in this Form, the Registrant is also thereby furnishing the
information to the Commission pursuant to Rule 12g3-2(b)
under the Securities Exchange Act of 1934:
| Yes | No X |
If “Yes” is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g 3-2(b):Not Applicable
Table of Contents
| Item | ||
| 1. | Other news | |
| 2. | Consolidated Report dated August 9, 2019 issued by the Scrutinizer, Mr. Alwyn D’Souza, Practising Company Secretaries pursuant to Section 108 of the Companies Act, 2013 and Rule 20 of the Companies (Management and Administration) Rules, 2014. | |
| 3. | Voting results in the format prescribed under Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. | |
| 4. | Summary of the proceedings of the Annual General Meeting. | |
Item 1
OTHER NEWS
Sub: Disclosure under Indian Listing Regulations
IBN
ICICI Bank Limited (the ‘Bank’) Report on Form 6-K
The Bank has made the below announcement to the Indian stock exchanges:
The Twenty-Fifth Annual General Meeting (“AGM”) of the Members of ICICI Bank Limited was held on Friday, August 9, 2019 at 11:45 a.m. at Professor Chandravadan Mehta Auditorium, General Education Centre, Opposite D. N. Hall Ground, The Maharaja Sayajirao University, Pratapgunj, Vadodara 390 002.
Pursuant to Section 108 of the Companies Act, 2013 (‘’the Act’’) read with Rule 20 of the Companies (Management and Administration) Rules, 2014, as amended (‘’the Rules’’), Members of the Bank holding shares as on the cut-off date i.e. August 2, 2019, were given the opportunity to exercise their right to vote on the resolutions set out in the Notice of AGM through remote e-voting during the period commencing from Tuesday, August 6, 2019 (9:00 a.m. IST) to Thursday, August 8, 2019 (5:00 p.m. IST).
In line with the said Rules, the Bank had also provided electronic voting facility at the AGM venue to those Members who attended the AGM but could not cast their vote through remote e-voting and were holding shares as on the cut-off date i.e. August 2, 2019.
The electronic voting services were provided by National Securities Depository Limited.
ICICI Bank Limited ICICI Bank Towers Bandra-Kurla Complex Mumbai 400 051, India. | Tel.: (91-22) 2653 1414 Fax: (91-22) 2653 1122 Website www.icicibank.com CIN.: L65190GJ1994PLC021012 | Regd. Office: ICICI Bank Tower, Near Chakli Circle, Old Padra Road Vadodara 390007. India |
We submit the following:
| 1. | Consolidated Report dated August 9, 2019 issued by the Scrutinizer, Mr. Alwyn D’Souza, Practising Company Secretaries pursuant to Section 108 of the Companies Act, 2013 and Rule 20 of the Companies (Management and Administration) Rules, 2014. |
| 2. | Voting results in the format prescribed under Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. |
| 3. | Summary of the proceedings of the Annual General Meeting. |
Please take the above information on record. The above will also be hosted on our website atwww.icicibank.com.
ICICI Bank Limited ICICI Bank Towers Bandra-Kurla Complex Mumbai 400 051, India. | Tel.: (91-22) 2653 1414 Fax: (91-22) 2653 1122 Website www.icicibank.com CIN.: L65190GJ1994PLC021012 | Regd. Office: ICICI Bank Tower, Near Chakli Circle, Old Padra Road Vadodara 390007. India |
Item 2
ICICI BANK LIMITED
Registered Office: ICICI Bank Tower, Near Chakli Circle, Old Padra Road,
Vadodara 390 007
Phone: 0265-6722239, Website:www.icicibank.com, E-mail:investor@icicibank.com
Consolidated Scrutinizer's Report on
Remote e-Voting & Electronic Voting conducted at the
25thAnnual General Meeting of
ICICI Bank Limited, held on
FRIDAY, AUGUST 9, 2019
ALWYN D’SOUZA
ALWYN D’SOUZA & CO.
COMPANY SECRETARIES
Annex-103, Dimple Arcade, Asha Nagar, Kandivali (East),Mumbai 400101.
Branch Office: B-002, Gr. Floor, Shreepati-2, Royal Complex, Behind Olympia Tower, Mira Road (E), Thane-401107 ;Tel:022-28125781 ;Mob: 09820465195; 09819334743
Email:alwyn.co@gmail.comWebsite:www.alwynjay.com
1
ALWYN D’SOUZA
ALWYN D’SOUZA & CO.
COMPANY SECRETARIES
Annex-103, Dimple Arcade, Asha Nagar, Kandivali (East),Mumbai 400101.
Branch Office: B-002, Gr. Floor, Shreepati-2, Royal Complex, Behind Olympia Tower, Mira Road (E), Thane-401107 ;Tel:022-28125781 ;Mob: 09820465195; 09819334743
Email :alwyn.co@gmail.com Website:www.alwynjay.com
Consolidated Scrutinizer's Report on Remote e-Voting & Electronic Voting conducted at the 25thAnnual General Meeting of ICICI Bank Limited, held on Friday, August 9, 2019 at 11.45 a.m.
To,
The Chairman,
ICICI Bank Limited,
ICICI Bank Tower,
Near Chakli Circle,
Old Padra Road,
Vadodara 390 007
| Sub: | Passing of Resolution(s) through electronic voting pursuant to section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 as amended. |
Dear Sir,
I, Alwyn D’souza of M/s. Alwyn D’souza & Co., Company Secretaries, Mumbai, appointed by the Board of Directors ofICICI 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 25thAnnual General Meeting (AGM)(hereinafter referred to as “the e-Voting”)pursuant to Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules,2014, as amended and in accordance with Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. I say, I am familiar and well versed with the concept of electronic voting system as prescribed under the said Rules.
2
I, submit my report as under:
| a) | The Compliance with the provisions of the Companies Act, 2013 and the Rules made thereunder relating to e-Voting (which includes remote e-Voting and the electronic voting, provided at the venue of AGM) to the Members on the resolutions proposed in the Notice calling the 25thAGM of the Company was the responsibility of the management. My responsibility as a scrutinizer was to ensure that the voting process is conducted in a fair and transparent manner, and render a consolidated scrutinizer’s report on the voting to the Chairman on the resolutions based on the reports generated from the electronic voting system by the National Securities Depository Limited (NSDL). |
| b) | The remote e-Voting was commenced on Tuesday, August 6, 2019 (9:00 a.m. IST) and ended on Thursday, August 8, 2019 (5:00 p.m. IST). |
| c) | At the 25thAGM of the Company held on Friday, August 9, 2019, the Chairman at the end of the discussions on the resolution(s) announced that the facility to vote electronically has been provided to facilitate voting for those Members who were present at the Meeting but could not participate in the Remote e-Voting to record their votes on the resolutions to be passed. |
| d) | On August 9, 2019, after taking count of the votes cast through electronic voting facility provided at the AGM, the votes cast through remote e-voting were unblocked in the presence of two witnesses viz., Mr. Vijay Sonone residing at 507, E3, Lokdhara Phase III, Lokdhara, Kalyan 421306 and Mr. Hardik Pathak residing at 36/10, Shyam Niketan, Gokhale Road, Dhanukar Wadi, Kandivali West, Mumbai 400067 who are not in the employment of the Company; |
| e) | I have issued a separate scrutinizer’s report dated August 9, 2019 on the remote e-Voting and electronic voting conducted at venue of the AGM and I hereby submit a consolidated scrutinizer’s report pursuant to Rule 20(4)(xii) of the Companies (Management and Administration) Rules, 2014 on the resolutions contained in the Notice of the 25thAGM. |
| f) | The Members holding equity shares as on the “cut-off date” i.e. August 2, 2019 were entitled to vote on the resolutions proposed in the Notice calling the 25thAGM of the Company. Section 12(2) of the Banking Regulation Act, 1949, as amended, caps the voting rights of shareholders of a bank up to 15% of the total voting rights of all shareholders. Accordingly, although the holding by Deutsche Bank Trust Company Americas (Depositary to the ADS holders) was 1,519,530,051 equity shares of face value Rs. 2/- each which formed 23.54% of the total equity shares (6,454,738,031) equity shares of Rs. 2/- each) as on the cut-off date (i.e. August 2, 2019), for the purpose of votes only 968,210,705 equity shares forming 15% of the total equity shares has been taken into account to determine the votes cast through e-Voting. |
| g) | The results of the Remote e-Voting together with that of the voting conducted at venue of the AGM by way of electronic voting are as under: |
3
| 1. | RESOLUTION NO.1 AS AN ORDINARY RESOLUTION: |
Adoption of Financial Statements for the financial year ended March 31, 2019.
| (i) | Votedin favourof the resolution: |
Particulars of Voting | Number of members voted | Number of votes cast by them | % of total number of valid votes cast |
Remote e-Voting | 2537 | 4439115903 | - |
| Electronic voting at the AGM | 3 | 585 | - |
| TOTAL | 2540 | 4439116488 | 100.00 |
| (ii) | Votedagainstthe resolution: |
Particulars of Voting | Number of members voted | Number of votes cast by them | % of total number of valid votes cast |
Remote e-Voting | 18 | 15231 | - |
| Electronic voting at the AGM | 0 | 0 | - |
| TOTAL | 18 | 15231 | 0.00 |
| (iii) | Invalidvotes: |
| Particulars of Voting | Total number of members whose votes were declared invalid | Total number of votes cast by them |
| Remote e-Voting | 0 | 0 |
| Electronic voting at the AGM | 0 | 0 |
| TOTAL | 0 | 0 |
Percentage of votes cast in favour: 100.00
Percentage of votes cast against: 00.00
4
| 2. | RESOLUTION NO.2 AS AN ORDINARY RESOLUTION: |
Declaration of dividend on equity shares.
| (i) | Votedin favourof the resolution: |
Particulars of Voting | Number of members voted | Number of votes cast by them | % of total number of valid votes cast |
Remote e-Voting | 2569 | 4451398507 | - |
| Electronic voting at the AGM | 3 | 585 | - |
| TOTAL | 2572 | 4451399092 | 100.00 |
| (ii) | Votedagainstthe resolution: |
Particulars of Voting | Number of members voted | Number of votes cast by them | % of total number of valid votes cast |
Remote e-Voting | 20 | 9380 | - |
| Electronic voting at the AGM | 0 | 0 | - |
| TOTAL | 20 | 9380 | 0.00 |
| (iii) | Invalidvotes: |
| Particulars of Voting | Total number of members whose votes were declared invalid | Total number of votes cast by them |
| Remote e-Voting | 0 | 0 |
| Electronic voting at the AGM | 0 | 0 |
| TOTAL | 0 | 0 |
Percentage of votes cast in favour: 100.00
Percentage of votes cast against : 00.00
5
| 3. | RESOLUTION NO.3 AS AN ORDINARY RESOLUTION: |
Re-appointment of Mr. Anup Bagchi (DIN: 00105962), who retires by rotation and, being eligible, offers himself for re-appointment.
| (i) | Votedin favourof the resolution: |
Particulars of Voting | Number of members voted | Number of votes cast by them | % of total number of valid votes cast |
Remote e-Voting | 2415 | 4383267449 | - |
| Electronic voting at the AGM | 3 | 585 | - |
| TOTAL | 2418 | 4383268034 | 98.91 |
| (ii) | Votedagainstthe resolution: |
Particulars of Voting | Number of members voted | Number of votes cast by them | % of total number of valid votes cast |
Remote e-Voting | 150 | 48482458 | - |
| Electronic voting at the AGM | 0 | 0 | - |
| TOTAL | 150 | 48482458 | 1.09 |
| (iii) | Invalidvotes: |
| Particulars of Voting | Total number of members whose votes were declared invalid | Total number of votes cast by them |
| Remote e-Voting | 0 | 0 |
| Electronic voting at the AGM | 0 | 0 |
| TOTAL | 0 | 0 |
Percentage of votes cast in favour: 98.91
Percentage of votes cast against : 1.09
6
| 4. | RESOLUTION NO.4 AS AN ORDINARY RESOLUTION: |
Appointment of M/s Walker Chandiok & Co LLP, Chartered Accountants (Registration No. 001076N/N500013) as Statutory Auditors.
| (i) | Votedin favourof the resolution: |
Particulars of Voting | Number of members voted | Number of votes cast by them | % of total number of valid votes cast |
Remote e-Voting | 2429 | 4233124264 | - |
| Electronic voting at the AGM | 3 | 585 | - |
| TOTAL | 2432 | 4233124849 | 95.51 |
| (ii) | Votedagainstthe resolution: |
Particulars of Voting | Number of members voted | Number of votes cast by them | % of total number of valid votes cast |
Remote e-Voting | 141 | 198949472 | - |
| Electronic voting at the AGM | 0 | 0 | - |
| TOTAL | 141 | 198949472 | 4.49 |
| (iii) | Invalidvotes: |
| Particulars of Voting | Total number of members whose votes were declared invalid | Total number of votes cast by them |
| Remote e-Voting | 0 | 0 |
| Electronic voting at the AGM | 0 | 0 |
| TOTAL | 0 | 0 |
Percentage of votes cast in favour: 95.51
Percentage of votes cast against : 4.49
7
| 5. | RESOLUTION NO.5 AS AN ORDINARY RESOLUTION: |
Appointment of Branch Auditors.
| (i) | Votedin favourof the resolution: |
Particulars of Voting | Number of members voted | Number of votes cast by them | % of total number of valid votes cast |
Remote e-Voting | 2544 | 4446940292 | - |
| Electronic voting at the AGM | 3 | 585 | - |
| TOTAL | 2547 | 4446940877 | 99.90 |
| (ii) | Votedagainstthe resolution: |
Particulars of Voting | Number of members voted | Number of votes cast by them | % of total number of valid votes cast |
Remote e-Voting | 36 | 4462520 | - |
| Electronic voting at the AGM | 0 | 0 | - |
| TOTAL | 36 | 4462520 | 0.10 |
| (iii) | Invalidvotes: |
| Particulars of Voting | Total number of members whose votes were declared invalid | Total number of votes cast by them |
| Remote e-Voting | 0 | 0 |
| Electronic voting at the AGM | 0 | 0 |
| TOTAL | 0 | 0 |
Percentage of votes cast in favour: 99.90
Percentage of votes cast against : 0.10
8
| 6. | RESOLUTION NO.6 AS AN ORDINARY RESOLUTION: |
Appointment of Mr. Hari L. Mundra (DIN:00287029) as an Independent Director.
| (i) | Votedin favourof the resolution: |
Particulars of Voting | Number of members voted | Number of votes cast by them | % of total number of valid votes cast |
Remote e-Voting | 2389 | 4267873425 | - |
| Electronic voting at the AGM | 3 | 585 | - |
| TOTAL | 2392 | 4267874010 | 98.70 |
| (ii) | Votedagainstthe resolution: |
Particulars of Voting | Number of members voted | Number of votes cast by them | % of total number of valid votes cast |
Remote e-Voting | 148 | 56085967 | - |
| Electronic voting at the AGM | 0 | 0 | - |
| TOTAL | 148 | 56085967 | 1.30 |
| (iii) | Invalidvotes: |
| Particulars of Voting | Total number of members whose votes were declared invalid | Total number of votes cast by them |
| Remote e-Voting | 0 | 0 |
| Electronic voting at the AGM | 0 | 0 |
| TOTAL | 0 | 0 |
Percentage of votes cast in favour: 98.70
Percentage of votes cast against : 1.30
9
| 7. | RESOLUTION NO. 7 AS AN ORDINARY RESOLUTION: |
Appointment of Ms. Rama Bijapurkar (DIN:00001835) as an Independent Director.
| (i) | Votedin favourof the resolution: |
Particulars of Voting | Number of members voted | Number of votes cast by them | % of total number of valid votes cast |
Remote e-Voting | 2381 | 4204160546 | - |
| Electronic voting at the AGM | 3 | 585 | - |
| TOTAL | 2384 | 4204161131 | 97.13 |
| (ii) | Votedagainstthe resolution: |
Particulars of Voting | Number of members voted | Number of votes cast by them | % of total number of valid votes cast |
Remote e-Voting | 162 | 124154868 | - |
| Electronic voting at the AGM | 0 | 0 | - |
| TOTAL | 162 | 124154868 | 2.87 |
| (iii) | Invalidvotes: |
| Particulars of Voting | Total number of members whose votes were declared invalid | Total number of votes cast by them |
| Remote e-Voting | 0 | 0 |
| Electronic voting at the AGM | 0 | 0 |
| TOTAL | 0 | 0 |
Percentage of votes cast in favour: 97.13
Percentage of votes cast against : 2.87
10
| 8. | RESOLUTION NO.8 AS AN ORDINARY RESOLUTION: |
Appointment of Mr. B. Sriram (DIN:02993708) as an Independent Director .
| (i) | Votedin favourof the resolution: |
Particulars of Voting | Number of members voted | Number of votes cast by them | % of total number of valid votes cast |
Remote e-Voting | 2458 | 4324135008 | - |
| Electronic voting at the AGM | 3 | 585 | - |
| TOTAL | 2461 | 4324135593 | 99.90 |
| (ii) | Votedagainstthe resolution: |
Particulars of Voting | Number of members voted | Number of votes cast by them | % of total number of valid votes cast |
Remote e-Voting | 83 | 4177073 | - |
| Electronic voting at the AGM | 0 | 0 | - |
| TOTAL | 83 | 4177073 | 0.10 |
| (iii) | Invalidvotes: |
| Particulars of Voting | Total number of members whose votes were declared invalid | Total number of votes cast by them |
| Remote e-Voting | 0 | 0 |
| Electronic voting at the AGM | 0 | 0 |
| TOTAL | 0 | 0 |
Percentage of votes cast in favour: 99.90
Percentage of votes cast against : 0.10
11
| 9. | RESOLUTION NO.9 AS AN ORDINARY RESOLUTION: |
Appointment of Mr. Subramanian Madhavan (DIN:06451889) as an Independent Director.
| (i) | Votedin favourof the resolution: |
Particulars of Voting | Number of members voted | Number of votes cast by them | % of total number of valid votes cast |
Remote e-Voting | 2394 | 4207011588 | - |
| Electronic voting at the AGM | 3 | 585 | - |
| TOTAL | 2397 | 4207012173 | 97.20 |
| (ii) | Votedagainstthe resolution: |
Particulars of Voting | Number of members voted | Number of votes cast by them | % of total number of valid votes cast |
Remote e-Voting | 145 | 121300053 | - |
| Electronic voting at the AGM | 0 | 0 | - |
| TOTAL | 145 | 121300053 | 2.80 |
| (iii) | Invalidvotes: |
| Particulars of Voting | Total number of members whose votes were declared invalid | Total number of votes cast by them |
| Remote e-Voting | 0 | 0 |
| Electronic voting at the AGM | 0 | 0 |
| TOTAL | 0 | 0 |
Percentage of votes cast in favour: 97.20
Percentage of votes cast against : 2.80
12
| 10. | RESOLUTION NO.10 AS AN ORDINARY RESOLUTION: |
Appointment of Mr. Sandeep Bakhshi (DIN:00109206) as Managing Director and Chief Executive Officer and fix his remuneration.
| (i) | Votedin favourof the resolution: |
Particulars of Voting | Number of members voted | Number of votes cast by them | % of total number of valid votes cast |
Remote e-Voting | 2480 | 4338139672 | - |
| Electronic voting at the AGM | 3 | 585 | - |
| TOTAL | 2483 | 4338140257 | 99.99 |
| (ii) | Votedagainstthe resolution: |
Particulars of Voting | Number of members voted | Number of votes cast by them | % of total number of valid votes cast |
Remote e-Voting | 63 | 370237 | - |
| Electronic voting at the AGM | 0 | 0 | - |
| TOTAL | 63 | 370237 | 0.01 |
| (iii) | Invalidvotes: |
| Particulars of Voting | Total number of members whose votes were declared invalid | Total number of votes cast by them |
| Remote e-Voting | 0 | 0 |
| Electronic voting at the AGM | 0 | 0 |
| TOTAL | 0 | 0 |
Percentage of votes cast in favour: 99.99
Percentage of votes cast against : 0.01
13
| 11. | RESOLUTION NO.11 AS AN ORDINARY RESOLUTION: |
Appointment of Mr. Sandeep Batra (DIN:03620913) as Director.
| (i) | Votedin favourof the resolution: |
Particulars of Voting | Number of members voted | Number of votes cast by them | % of total number of valid votes cast |
Remote e-Voting | 2462 | 4403477283 | - |
| Electronic voting at the AGM | 3 | 585 | - |
| TOTAL | 2465 | 4403477868 | 99.33 |
| (ii) | Votedagainstthe resolution: |
Particulars of Voting | Number of members voted | Number of votes cast by them | % of total number of valid votes cast |
Remote e-Voting | 97 | 29639877 | - |
| Electronic voting at the AGM | 0 | 0 | - |
| TOTAL | 97 | 29639877 | 0.67 |
| (iii) | Invalidvotes: |
| Particulars of Voting | Total number of members whose votes were declared invalid | Total number of votes cast by them |
| Remote e-Voting | 0 | 0 |
| Electronic voting at the AGM | 0 | 0 |
| TOTAL | 0 | 0 |
Percentage of votes cast in favour: 99.33
Percentage of votes cast against : 0.67
14
| 12. | RESOLUTION NO.12 AS AN ORDINARY RESOLUTION: |
Appointment of Mr. Sandeep Batra (DIN:03620913) as Whole-time Director (designated as Executive Director) and fix his remuneration.
| (i) | Votedin favourof the resolution: |
Particulars of Voting | Number of members voted | Number of votes cast by them | % of total number of valid votes cast |
Remote e-Voting | 2449 | 4338120953 | - |
| Electronic voting at the AGM | 3 | 585 | - |
| TOTAL | 2452 | 4338121538 | 99.94 |
| (ii) | Votedagainstthe resolution: |
Particulars of Voting | Number of members voted | Number of votes cast by them | % of total number of valid votes cast |
Remote e-Voting | 90 | 2798359 | - |
| Electronic voting at the AGM | 0 | 0 | - |
| TOTAL | 90 | 2798359 | 0.06 |
| (iii) | Invalidvotes: |
| Particulars of Voting | Total number of members whose votes were declared invalid | Total number of votes cast by them |
| Remote e-Voting | 0 | 0 |
| Electronic voting at the AGM | 0 | 0 |
| TOTAL | 0 | 0 |
Percentage of votes cast in favour: 99.94
Percentage of votes cast against : 0.06
15
| 13. | RESOLUTION NO.13 AS AN ORDINARY RESOLUTION: |
Revision in remuneration of Mr. N. S. Kannan (DIN: 00066009).
| (i) | Votedin favourof the resolution: |
Particulars of Voting | Number of members voted | Number of votes cast by them | % of total number of valid votes cast |
Remote e-Voting | 2373 | 4327880042 | - |
| Electronic voting at the AGM | 3 | 585 | - |
| TOTAL | 2376 | 4327880627 | 99.99 |
| (ii) | Votedagainstthe resolution: |
Particulars of Voting | Number of members voted | Number of votes cast by them | % of total number of valid votes cast |
Remote e-Voting | 171 | 428790 | - |
| Electronic voting at the AGM | 0 | 0 | - |
| TOTAL | 171 | 428790 | 0.01 |
| (iii) | Invalidvotes: |
| Particulars of Voting | Total number of members whose votes were declared invalid | Total number of votes cast by them |
| Remote e-Voting | 0 | 0 |
| Electronic voting at the AGM | 0 | 0 |
| TOTAL | 0 | 0 |
Percentage of votes cast in favour: 99.99
Percentage of votes cast against : 0.01
16
| 14. | RESOLUTION NO.14 AS AN ORDINARY RESOLUTION: |
Revision in remuneration of Ms. Vishakha Mulye (DIN: 00203578).
| (i) | Votedin favourof the resolution: |
Particulars of Voting | Number of members voted | Number of votes cast by them | % of total number of valid votes cast |
Remote e-Voting | 2370 | 4327877103 | - |
| Electronic voting at the AGM | 3 | 585 | - |
| TOTAL | 2373 | 4327877688 | 99.99 |
| (ii) | Votedagainstthe resolution: |
Particulars of Voting | Number of members voted | Number of votes cast by them | % of total number of valid votes cast |
Remote e-Voting | 172 | 429122 | - |
| Electronic voting at the AGM | 0 | 0 | - |
| TOTAL | 172 | 429122 | 0.01 |
| (iii) | Invalidvotes: |
| Particulars of Voting | Total number of members whose votes were declared invalid | Total number of votes cast by them |
| Remote e-Voting | 0 | 0 |
| Electronic voting at the AGM | 0 | 0 |
| TOTAL | 0 | 0 |
Percentage of votes cast in favour: 99.99
Percentage of votes cast against : 0.01
17
| 15. | RESOLUTION NO.15 AS AN ORDINARY RESOLUTION: |
Revision in remuneration of Mr. Vijay Chandok (DIN: 01545262).
| (i) | Votedin favourof the resolution: |
Particulars of Voting | Number of members voted | Number of votes cast by them | % of total number of valid votes cast |
Remote e-Voting | 2359 | 4327883404 | - |
| Electronic voting at the AGM | 3 | 585 | - |
| TOTAL | 2362 | 4327883989 | 99.99 |
| (ii) | Votedagainstthe resolution: |
Particulars of Voting | Number of members voted | Number of votes cast by them | % of total number of valid votes cast |
Remote e-Voting | 184 | 425722 | - |
| Electronic voting at the AGM | 0 | 0 | - |
| TOTAL | 184 | 425722 | 0.01 |
| (iii) | Invalidvotes: |
| Particulars of Voting | Total number of members whose votes were declared invalid | Total number of votes cast by them |
| Remote e-Voting | 0 | 0 |
| Electronic voting at the AGM | 0 | 0 |
| TOTAL | 0 | 0 |
Percentage of votes cast in favour: 99.99
Percentage of votes cast against : 0.01
18
| 16. | RESOLUTION NO.16 AS AN ORDINARY RESOLUTION: |
Revision in remuneration of Mr. Anup Bagchi (DIN: 00105962).
| (i) | Votedin favourof the resolution: |
Particulars of Voting | Number of members voted | Number of votes cast by them | % of total number of valid votes cast |
Remote e-Voting | 2361 | 4327899990 | - |
| Electronic voting at the AGM | 3 | 585 | - |
| TOTAL | 2364 | 4327900575 | 99.99 |
| (ii) | Votedagainstthe resolution: |
Particulars of Voting | Number of members voted | Number of votes cast by them | % of total number of valid votes cast |
Remote e-Voting | 181 | 411279 | - |
| Electronic voting at the AGM | 0 | 0 | - |
| TOTAL | 181 | 411279 | 0.01 |
| (iii) | Invalidvotes: |
| Particulars of Voting | Total number of members whose votes were declared invalid | Total number of votes cast by them |
| Remote e-Voting | 0 | 0 |
| Electronic voting at the AGM | 0 | 0 |
| TOTAL | 0 | 0 |
Percentage of votes cast in favour: 99.99
Percentage of votes cast against : 0.01
19
| 17. | RESOLUTION NO.17 AS A SPECIAL RESOLUTION: |
Alterations to Memorandum of Association.
| (i) | Votedin favourof the resolution: |
Particulars of Voting | Number of members voted | Number of votes cast by them | % of total number of valid votes cast |
Remote e-Voting | 2494 | 4386661420 | - |
| Electronic voting at the AGM | 3 | 585 | - |
| TOTAL | 2497 | 4386662005 | 98.54 |
| (ii) | Votedagainstthe resolution: |
Particulars of Voting | Number of members voted | Number of votes cast by them | % of total number of valid votes cast |
Remote e-Voting | 85 | 65013258 | - |
| Electronic voting at the AGM | 0 | 0 | - |
| TOTAL | 85 | 65013258 | 1.46 |
| (iii) | Invalidvotes: |
| Particulars of Voting | Total number of members whose votes were declared invalid | Total number of votes cast by them |
| Remote e-Voting | 0 | 0 |
| Electronic voting at the AGM | 0 | 0 |
| TOTAL | 0 | 0 |
Percentage of votes cast in favour: 98.54
Percentage of votes cast against : 1.46
20
| 18. | RESOLUTION NO.18 AS A SPECIAL RESOLUTION: |
Adoption of revised Articles of Association.
| (i) | Votedin favourof the resolution: |
Particulars of Voting | Number of members voted | Number of votes cast by them | % of total number of valid votes cast |
Remote e-Voting | 2357 | 4207032873 | - |
| Electronic voting at the AGM | 3 | 585 | - |
| TOTAL | 2360 | 4207033458 | 95.18 |
| (ii) | Votedagainstthe resolution: |
Particulars of Voting | Number of members voted | Number of votes cast by them | % of total number of valid votes cast |
Remote e-Voting | 223 | 212824278 | - |
| Electronic voting at the AGM | 0 | 0 | - |
| TOTAL | 223 | 212824278 | 4.82 |
| (iii) | Invalidvotes: |
| Particulars of Voting | Total number of members whose votes were declared invalid | Total number of votes cast by them |
| Remote e-Voting | 0 | 0 |
| Electronic voting at the AGM | 0 | 0 |
| TOTAL | 0 | 0 |
Percentage of votes cast in favour: 95.18
Percentage of votes cast against : 4.82
21
Based on the foregoing, all the above Resolutions 1 to 18 as also mentioned in the AGM Notice of the Company dated May 6, 2019 were passed under Remote e-voting and electronic voting conducted at AGM with the requisite majority.
All the relevant records of remote e-Voting and electronic voting at the AGM will remain in my safe custody until the Chairman considers, approves and signs the Minutes of the 25thAnnual General Meeting and the same shall be handed over thereafter to the Company Secretary for safe keeping.
Thanking you,
Sincerely,
/s/ Alwyn D’souza
Alwyn D’souza
F.C.S No.5559,
Certificate of Practice No.5137
Practising Company Secretary
Place: Vadodara
Date: August 9, 2019
Countersigned by:
For ICICI Bank Limited
/s/ Ranganath Athreya
Ranganath Athreya
Company Secretary
22
Item 3
| Date of Annual General Meeting | August 09, 2019 |
| Total number of shareholders on cut off date (August 2, 2019) | 871,988 |
| No. of shareholders present in the meeting either in person or through proxy | |
| Promoters and Promoter Group : | Not Applicable |
| Public : | 426 |
| No of shareholders who attended the meeting through video conferencing: | |
| Promoters and Promoter Group : | 0 |
| Public : | 0 |
| Agenda-wise disclosure (to be disclosed seperately for each agenda item) | As disclosed below |
| Resolution required : (Ordinary/ | Item No.1 - Adoption of Financial Statements for the financial year ended March 31, 2019 |
Whether promoter/ promoter group are interested in the agenda/ resolution? | No. |
| Category | Mode of Voting | No. of shares held | No of votes Polled | % of Votes Polled on outstanding shares | No. of Votes – in favour | No. of Votes – against | % of Votes in favour on votes polled | % of Votes against on votes polled |
| (1) | (2) | (3) ([(2)/(1)]*100 | (4) | (5) | (6) [(4)/(2)]*100 | (7) [(5)/(2)]*100 | ||
| Promoter and Promoter Group | E-Voting | - | - | - | - | - | - | - |
| Poll | - | - | - | - | - | - | - | |
| Postal Ballot (if applicable) | - | - | - | - | - | - | - | |
| Total | - | - | - | - | - | - | - | |
| Public - Institutions | E-Voting | 5,915,617,819 | 4,414,741,552 | 74.63 | 4,414,741,552 | - | 100.00 | - |
| Poll | - | - | - | - | - | - | - | |
| Postal Ballot (if applicable) | - | - | - | - | - | - | - | |
| Total | 5,915,617,819 | 4,414,741,552 | 74.63 | 4,414,741,552 | - | 100.00 | - | |
| Public - Non Institutions | E-Voting | 539,120,212 | 24,390,167 | 4.52 | 24,374,936 | 15,231 | 99.94 | 0.0624 |
| Poll | - | - | - | - | - | - | - | |
| Postal Ballot (if applicable) | - | - | - | - | - | - | - | |
| Total | 539,120,212 | 24,390,167 | 4.52 | 24,374,936 | 15,231 | 99.94 | 0.06 | |
| Total | 6,454,738,031 | 4,439,131,719 | 68.77 | 4,439,116,488 | 15,231 | 100.00 | 0.00 |
1
| Resolution required : (Ordinary/ | Item No.2 - Declaration of dividend on equity shares |
Whether promoter/ promoter group are interested in the agenda/ resolution? | No. |
| Category | Mode of Voting | No. of shares held | No of votes Polled | % of Votes Polled on outstanding shares | No. of Votes – in favour | No. of Votes – against | % of Votes in favour on votes polled | % of Votes against on votes polled |
| (1) | (2) | (3) ([(2)/(1)]*100 | (4) | (5) | (6) [(4)/(2)]*100 | (7) [(5)/(2)]*100 | ||
| Promoter and Promoter Group | E-Voting | - | - | - | - | - | - | - |
| Poll | - | - | - | - | - | - | - | |
| Postal Ballot (if applicable) | - | - | - | - | - | - | - | |
| Total | - | - | - | - | - | - | - | |
| Public - Institutions | E-Voting | 5,915,617,819 | 4,424,501,213 | 74.79 | 4,424,501,213 | - | 100.00 | - |
| Poll | - | - | - | - | - | - | - | |
| Postal Ballot (if applicable) | - | - | - | - | - | - | - | |
| Total | 5,915,617,819 | 4,424,501,213 | 74.79 | 4,424,501,213 | - | 100.00 | - | |
| Public - Non Institutions | E-Voting | 539,120,212 | 26,907,259 | 4.99 | 26,897,879 | 9,380 | 99.97 | 0.03 |
| Poll | - | - | - | - | - | - | - | |
| Postal Ballot (if applicable) | - | - | - | - | - | - | - | |
| Total | 539,120,212 | 26,907,259 | 4.99 | 26,897,879 | 9,380 | 99.97 | 0.03 | |
| Total | 6,454,738,031 | 4,451,408,472 | 68.96 | 4,451,399,092 | 9,380 | 100.00 | 0.00 |
2
| Resolution required : (Ordinary/ | Item No.3 - Re-appointment of Mr. Anup Bagchi (DIN:00105962) who retires by rotation and, being eligible, offers himself for re-appointment |
Whether promoter/ promoter group are interested in the agenda/ resolution? | No. |
| Category | Mode of Voting | No. of shares held | No of votes Polled | % of Votes Polled on outstanding shares | No. of Votes – in favour | No. of Votes – against | % of Votes in favour on votes polled | % of Votes against on votes polled |
| (1) | (2) | (3) ([(2)/(1)]*100 | (4) | (5) | (6) [(4)/(2)]*100 | (7) [(5)/(2)]*100 | ||
| Promoter and Promoter Group | E-Voting | - | - | - | - | - | - | - |
| Poll | - | - | - | - | - | - | - | |
| Postal Ballot (if applicable) | - | - | - | - | - | - | - | |
| Total | - | - | - | - | - | - | - | |
| Public - Institutions | E-Voting | 5,915,617,819 | 4,404,848,449 | 74.46 | 4,356,411,829 | 48,436,620 | 98.90 | 1.10 |
| Poll | - | - | - | - | - | - | - | |
| Postal Ballot (if applicable) | - | - | - | - | - | - | - | |
| Total | 5,915,617,819 | 4,404,848,449 | 74.46 | 4,356,411,829 | 48,436,620 | 98.90 | 1.10 | |
| Public - Non Institutions | E-Voting | 539,120,212 | 26,902,043 | 4.99 | 26,856,205 | 45,838 | 99.83 | 0.17 |
| Poll | - | - | - | - | - | - | - | |
| Postal Ballot (if applicable) | - | - | - | - | - | - | - | |
| Total | 539,120,212 | 26,902,043 | 4.99 | 26,856,205 | 45,838 | 99.83 | 0.17 | |
| Total | 6,454,738,031 | 4,431,750,492 | 68.66 | 4,383,268,034 | 48,482,458 | 98.91 | 1.09 |
3
| Resolution required : (Ordinary/ | Item No.4 - Appointment of Statutory Auditors |
Whether promoter/ promoter group are interested in the agenda/ resolution? | No. |
| Category | Mode of Voting | No. of shares held | No of votes Polled | % of Votes Polled on outstanding shares | No. of Votes – in favour | No. of Votes – against | % of Votes in favour on votes polled | % of Votes against on votes polled |
| (1) | (2) | (3) ([(2)/(1)]*100 | (4) | (5) | (6) [(4)/(2)]*100 | (7) [(5)/(2)]*100 | ||
| Promoter and Promoter Group | E-Voting | - | - | - | - | - | - | - |
| Poll | - | - | - | - | - | - | - | |
| Postal Ballot (if applicable) | - | - | - | - | - | - | - | |
| Total | - | - | - | - | - | - | - | |
| Public - Institutions | E-Voting | 5,915,617,819 | 4,405,172,251 | 74.47 | 4,206,246,231 | 198,926,020 | 95.48 | 4.52 |
| Poll | - | - | - | - | - | - | - | |
| Postal Ballot (if applicable) | - | - | - | - | - | - | - | |
| Total | 5,915,617,819 | 4,405,172,251 | 74.47 | 4,206,246,231 | 198,926,020 | 95.48 | 4.52 | |
| Public - Non Institutions | E-Voting | 539,120,212 | 26,902,070 | 4.99 | 26,878,618 | 23,452 | 99.91 | 0.09 |
| Poll | - | - | - | - | - | - | - | |
| Postal Ballot (if applicable) | - | - | - | - | - | - | - | |
| Total | 539,120,212 | 26,902,070 | 4.99 | 26,878,618 | 23,452 | 99.91 | 0.09 | |
| Total | 6,454,738,031 | 4,432,074,321 | 68.66 | 4,233,124,849 | 198,949,472 | 95.51 | 4.49 |
4
| Resolution required : (Ordinary/ | Item No.5 - Appointment of Branch Auditors |
Whether promoter/ promoter group are interested in the agenda/ resolution? | No. |
| Category | Mode of Voting | No. of shares held | No of votes Polled | % of Votes Polled on outstanding shares | No. of Votes – in favour | No. of Votes – against | % of Votes in favour on votes polled | % of Votes against on votes polled |
| (1) | (2) | (3) ([(2)/(1)]*100 | (4) | (5) | (6) [(4)/(2)]*100 | (7) [(5)/(2)]*100 | ||
| Promoter and Promoter Group | E-Voting | - | - | - | - | - | - | - |
| Poll | - | - | - | - | - | - | - | |
| Postal Ballot (if applicable) | - | - | - | - | - | - | - | |
| Total | - | - | - | - | - | - | - | |
| Public - Institutions | E-Voting | 5,915,617,819 | 4,424,501,213 | 74.79 | 4,420,061,096 | 4,440,117 | 99.90 | 0.10 |
| Poll | - | - | - | - | - | - | - | |
| Postal Ballot (if applicable) | - | - | - | - | - | - | - | |
| Total | 5,915,617,819 | 4,424,501,213 | 74.79 | 4,420,061,096 | 4,440,117 | 99.90 | 0.10 | |
| Public - Non Institutions | E-Voting | 539,120,212 | 26,902,184 | 4.99 | 26,879,781 | 22,403 | 99.92 | 0.08 |
| Poll | - | - | - | - | - | - | - | |
| Postal Ballot (if applicable) | - | - | - | - | - | - | - | |
| Total | 539,120,212 | 26,902,184 | 4.99 | 26,879,781 | 22,403 | 99.92 | 0.08 | |
| Total | 6,454,738,031 | 4,451,403,397 | 68.96 | 4,446,940,877 | 4,462,520 | 99.90 | 0.10 |
5
| Resolution required : (Ordinary/ | Item No.6 - Ordinary Resolution for appointment of Mr. Hari L. Mundra (DIN:00287029) as an Independent Director |
Whether promoter/ promoter group are interested in the agenda/ resolution? | No. |
| Category | Mode of Voting | No. of shares held | No of votes Polled | % of Votes Polled on outstanding shares | No. of Votes – in favour | No. of Votes – against | % of Votes in favour on votes polled | % of Votes against on votes polled |
| (1) | (2) | (3) ([(2)/(1)]*100 | (4) | (5) | (6) [(4)/(2)]*100 | (7) [(5)/(2)]*100 | ||
| Promoter and Promoter Group | E-Voting | - | - | - | - | - | - | - |
| Poll | - | - | - | - | - | - | - | |
| Postal Ballot (if applicable) | - | - | - | - | - | - | - | |
| Total | - | - | - | - | - | - | - | |
| Public - Institutions | E-Voting | 5,915,617,819 | 4,309,671,862 | 72.85 | 4,253,632,962 | 56,038,900 | 98.70 | 1.30 |
| Poll | - | - | - | - | - | - | - | |
| Postal Ballot (if applicable) | - | - | - | - | - | - | - | |
| Total | 5,915,617,819 | 4,309,671,862 | 72.85 | 4,253,632,962 | 56,038,900 | 98.70 | 1.30 | |
| Public - Non Institutions | E-Voting | 539,120,212 | 14,288,115 | 2.65 | 14,241,048 | 47,067 | 99.67 | 0.33 |
| Poll | - | - | - | - | - | - | - | |
| Postal Ballot (if applicable) | - | - | - | - | - | - | - | |
| Total | 539,120,212 | 14,288,115 | 2.65 | 14,241,048 | 47,067 | 99.67 | 0.33 | |
| Total | 6,454,738,031 | 4,323,959,977 | 66.99 | 4,267,874,010 | 56,085,967 | 98.70 | 1.30 |
6
| Resolution required : (Ordinary/ | Item No.7 - Ordinary Resolution for appointment of Ms. Rama Bijapurkar (DIN:00001835) as an Independent Director |
Whether promoter/ promoter group are interested in the agenda/ resolution? | No. |
| Category | Mode of Voting | No. of shares held | No of votes Polled | % of Votes Polled on outstanding shares | No. of Votes – in favour | No. of Votes – against | % of Votes in favour on votes polled | % of Votes against on votes polled |
| (1) | (2) | (3) ([(2)/(1)]*100 | (4) | (5) | (6) [(4)/(2)]*100 | (7) [(5)/(2)]*100 | ||
| Promoter and Promoter Group | E-Voting | - | - | - | - | - | - | - |
| Poll | - | - | - | - | - | - | - | |
| Postal Ballot (if applicable) | - | - | - | - | - | - | - | |
| Total | - | - | - | - | - | - | - | |
| Public - Institutions | E-Voting | 5,915,617,819 | 4,314,024,697 | 72.93 | 4,190,028,909 | 123,995,788 | 97.13 | 2.87 |
| Poll | - | - | - | - | - | - | - | |
| Postal Ballot (if applicable) | - | - | - | - | - | - | - | |
| Total | 5,915,617,819 | 4,314,024,697 | 72.93 | 4,190,028,909 | 123,995,788 | 97.13 | 2.87 | |
| Public - Non Institutions | E-Voting | 539,120,212 | 14,291,302 | 2.65 | 14,132,222 | 159,080 | 98.89 | 1.11 |
| Poll | - | - | - | - | - | - | - | |
| Postal Ballot (if applicable) | - | - | - | - | - | - | - | |
| Total | 539,120,212 | 14,291,302 | 2.65 | 14,132,222 | 159,080 | 98.89 | 1.11 | |
| Total | 6,454,738,031 | 4,328,315,999 | 67.06 | 4,204,161,131 | 124,154,868 | 97.13 | 2.87 |
7
| Resolution required : (Ordinary/ | Item No.8 - Ordinary Resolution for appointment of Mr. B. Sriram (DIN:02993708) as an Independent Director |
Whether promoter/ promoter group are interested in the agenda/ resolution? | No. |
| Category | Mode of Voting | No. of shares held | No of votes Polled | % of Votes Polled on outstanding shares | No. of Votes – in favour | No. of Votes – against | % of Votes in favour on votes polled | % of Votes against on votes polled |
| (1) | (2) | (3) ([(2)/(1)]*100 | (4) | (5) | (6) [(4)/(2)]*100 | (7) [(5)/(2)]*100 | ||
| Promoter and Promoter Group | E-Voting | - | - | - | - | - | - | - |
| Poll | - | - | - | - | - | - | - | |
| Postal Ballot (if applicable) | - | - | - | - | - | - | - | |
| Total | - | - | - | - | - | - | - | |
| Public - Institutions | E-Voting | 5,915,617,819 | 4,314,024,697 | 72.93 | 4,309,884,426 | 4,140,271 | 99.90 | 0.10 |
| Poll | - | - | - | - | - | - | - | |
| Postal Ballot (if applicable) | - | - | - | - | - | - | - | |
| Total | 5,915,617,819 | 4,314,024,697 | 72.93 | 4,309,884,426 | 4,140,271 | 99.90 | 0.10 | |
| Public - Non Institutions | E-Voting | 539,120,212 | 14,287,969 | 2.65 | 14,251,167 | 36,802 | 99.74 | 0.26 |
| Poll | - | - | - | - | - | - | - | |
| Postal Ballot (if applicable) | - | - | - | - | - | - | - | |
| Total | 539,120,212 | 14,287,969 | 2.65 | 14,251,167 | 36,802 | 99.74 | 0.26 | |
| Total | 6,454,738,031 | 4,328,312,666 | 67.06 | 4,324,135,593 | 4,177,073 | 99.90 | 0.10 |
8
| Resolution required : (Ordinary/ | Item No.9 - Ordinary Resolution for appointment of Mr. Subramanian Madhavan (DIN:06451889) as an Independent Director |
Whether promoter/ promoter group are interested in the agenda/ resolution? | No. |
| Category | Mode of Voting | No. of shares held | No of votes Polled | % of Votes Polled on outstanding shares | No. of Votes – in favour | No. of Votes – against | % of Votes in favour on votes polled | % of Votes against on votes polled |
| (1) | (2) | (3) ([(2)/(1)]*100 | (4) | (5) | (6) [(4)/(2)]*100 | (7) [(5)/(2)]*100 | ||
| Promoter and Promoter Group | E-Voting | - | - | - | - | - | - | - |
| Poll | - | - | - | - | - | - | - | |
| Postal Ballot (if applicable) | - | - | - | - | - | - | - | |
| Total | - | - | - | - | - | - | - | |
| Public - Institutions | E-Voting | 5,915,617,819 | 4,314,024,697 | 72.93 | 4,192,767,860 | 121,256,837 | 97.19 | 2.81 |
| Poll | - | - | - | - | - | - | - | |
| Postal Ballot (if applicable) | - | - | - | - | - | - | - | |
| Total | 5,915,617,819 | 4,314,024,697 | 72.93 | 4,192,767,860 | 121,256,837 | 97.19 | 2.81 | |
| Public - Non Institutions | E-Voting | 539,120,212 | 14,287,529 | 2.65 | 14,244,313 | 43,216 | 99.70 | 0.30 |
| Poll | - | - | - | - | - | - | - | |
| Postal Ballot (if applicable) | - | - | - | - | - | - | - | |
| Total | 539,120,212 | 14,287,529 | 2.65 | 14,244,313 | 43,216 | 99.70 | 0.30 | |
| Total | 6,454,738,031 | 4,328,312,226 | 67.06 | 4,207,012,173 | 121,300,053 | 97.20 | 2.80 |
9
| Resolution required : (Ordinary/ | Item No.10 - Ordinary Resolution for appointment of Mr. Sandeep Bakhshi (DIN: 00109206) as Managing Director and Chief Executive Officer to fix his remuneration |
Whether promoter/ promoter group are interested in the agenda/ resolution? | No. |
| Category | Mode of Voting | No. of shares held | No of votes Polled | % of Votes Polled on outstanding shares | No. of Votes – in favour | No. of Votes – against | % of Votes in favour on votes polled | % of Votes against on votes polled |
| (1) | (2) | (3) ([(2)/(1)]*100 | (4) | (5) | (6) [(4)/(2)]*100 | (7) [(5)/(2)]*100 | ||
| Promoter and Promoter Group | E-Voting | - | - | - | - | - | - | - |
| Poll | - | - | - | - | - | - | - | |
| Postal Ballot (if applicable) | - | - | - | - | - | - | - | |
| Total | - | - | - | - | - | - | - | |
| Public - Institutions | E-Voting | 5,915,617,819 | 4,311,612,787 | 72.89 | 4,311,275,141 | 337,646 | 99.99 | 0.01 |
| Poll | - | - | - | - | - | - | - | |
| Postal Ballot (if applicable) | - | - | - | - | - | - | - | |
| Total | 5,915,617,819 | 4,311,612,787 | 72.89 | 4,311,275,141 | 337,646 | 99.99 | 0.01 | |
| Public - Non Institutions | E-Voting | 539,120,212 | 26,897,707 | 4.99 | 26,865,116 | 32,591 | 99.88 | 0.12 |
| Poll | - | - | - | - | - | - | - | |
| Postal Ballot (if applicable) | - | - | - | - | - | - | - | |
| Total | 539,120,212 | 26,897,707 | 4.99 | 26,865,116 | 32,591 | 99.88 | 0.12 | |
| Total | 6,454,738,031 | 4,338,510,494 | 67.21 | 4,338,140,257 | 370,237 | 99.99 | 0.01 |
10
| Resolution required : (Ordinary/ | Item No.11 - Ordinary Resolution for appointment of Mr. Sandeep Batra (DIN:03620913) as Director |
Whether promoter/ promoter group are interested in the agenda/ resolution? | No. |
| Category | Mode of Voting | No. of shares held | No of votes Polled | % of Votes Polled on outstanding shares | No. of Votes – in favour | No. of Votes – against | % of Votes in favour on votes polled | % of Votes against on votes polled |
| (1) | (2) | (3) ([(2)/(1)]*100 | (4) | (5) | (6) [(4)/(2)]*100 | (7) [(5)/(2)]*100 | ||
| Promoter and Promoter Group | E-Voting | - | - | - | - | - | - | - |
| Poll | - | - | - | - | - | - | - | |
| Postal Ballot (if applicable) | - | - | - | - | - | - | - | |
| Total | - | - | - | - | - | - | - | |
| Public - Institutions | E-Voting | 5,915,617,819 | 4,406,221,824 | 74.48 | 4,376,628,337 | 29,593,487 | 99.33 | 0.67 |
| Poll | - | - | - | - | - | - | - | |
| Postal Ballot (if applicable) | - | - | - | - | - | - | - | |
| Total | 5,915,617,819 | 4,406,221,824 | 74.48 | 4,376,628,337 | 29,593,487 | 99.33 | 0.67 | |
| Public - Non Institutions | E-Voting | 539,120,212 | 26,895,921 | 4.99 | 26,849,531 | 46,390 | 99.83 | 0.17 |
| Poll | - | - | - | - | - | - | - | |
| Postal Ballot (if applicable) | - | - | - | - | - | - | - | |
| Total | 539,120,212 | 26,895,921 | 4.99 | 26,849,531 | 46,390 | 99.83 | 0.17 | |
| Total | 6,454,738,031 | 4,433,117,745 | 68.68 | 4,403,477,868 | 29,639,877 | 99.33 | 0.67 |
11
| Resolution required : (Ordinary/ | Item No.12 - Ordinary Resolution for appointment of Mr. Sandeep Batra (DIN : 03620913) as Wholetime Director (designated as Executive Director) to fix his remuneration |
Whether promoter/ promoter group are interested in the agenda/ resolution? | No. |
| Category | Mode of Voting | No. of shares held | No of votes Polled | % of Votes Polled on outstanding shares | No. of Votes – in favour | No. of Votes – against | % of Votes in favour on votes polled | % of Votes against on votes polled |
| (1) | (2) | (3) ([(2)/(1)]*100 | (4) | (5) | (6) [(4)/(2)]*100 | (7) [(5)/(2)]*100 | ||
| Promoter and Promoter Group | E-Voting | - | - | - | - | - | - | - |
| Poll | - | - | - | - | - | - | - | |
| Postal Ballot (if applicable) | - | - | - | - | - | - | - | |
| Total | - | - | - | - | - | - | - | |
| Public - Institutions | E-Voting | 5,915,617,819 | 4,314,024,697 | 72.93 | 4,311,275,141 | 2,749,556 | 99.94 | 0.06 |
| Poll | - | - | - | - | - | - | - | |
| Postal Ballot (if applicable) | - | - | - | - | - | - | - | |
| Total | 5,915,617,819 | 4,314,024,697 | 72.93 | 4,311,275,141 | 2,749,556 | 99.94 | 0.06 | |
| Public - Non Institutions | E-Voting | 539,120,212 | 26,895,200 | 4.99 | 26,846,397 | 48,803 | 99.82 | 0.18 |
| Poll | - | - | - | - | - | - | - | |
| Postal Ballot (if applicable) | - | - | - | - | - | - | - | |
| Total | 539,120,212 | 26,895,200 | 4.99 | 26,846,397 | 48,803 | 99.82 | 0.18 | |
| Total | 6,454,738,031 | 4,340,919,897 | 67.25 | 4,338,121,538 | 2,798,359 | 99.94 | 0.06 |
12
| Resolution required : (Ordinary/ | Item No.13 - Ordinary Resolution for revision in remuneration of Mr. N. S. Kannan (DIN: 00066009) |
Whether promoter/ promoter group are interested in the agenda/ resolution? | No. |
| Category | Mode of Voting | No. of shares held | No of votes Polled | % of Votes Polled on outstanding shares | No. of Votes – in favour | No. of Votes – against | % of Votes in favour on votes polled | % of Votes against on votes polled |
| (1) | (2) | (3) ([(2)/(1)]*100 | (4) | (5) | (6) [(4)/(2)]*100 | (7) [(5)/(2)]*100 | ||
| Promoter and Promoter Group | E-Voting | - | - | - | - | - | - | - |
| Poll | - | - | - | - | - | - | - | |
| Postal Ballot (if applicable) | - | - | - | - | - | - | - | |
| Total | - | - | - | - | - | - | - | |
| Public - Institutions | E-Voting | 5,915,617,819 | 4,314,024,697 | 72.93 | 4,313,687,051 | 337,646 | 99.99 | 0.01 |
| Poll | - | - | - | - | - | - | - | |
| Postal Ballot (if applicable) | - | - | - | - | - | - | - | |
| Total | 5,915,617,819 | 4,314,024,697 | 72.93 | 4,313,687,051 | 337,646 | 99.99 | 0.01 | |
| Public - Non Institutions | E-Voting | 539,120,212 | 14,284,720 | 2.65 | 14,193,576 | 91,144 | 99.36 | 0.64 |
| Poll | - | - | - | - | - | - | - | |
| Postal Ballot (if applicable) | - | - | - | - | - | - | - | |
| Total | 539,120,212 | 14,284,720 | 2.65 | 14,193,576 | 91,144 | 99.36 | 0.64 | |
| Total | 6,454,738,031 | 4,328,309,417 | 67.06 | 4,327,880,627 | 428,790 | 99.99 | 0.01 |
13
| Resolution required : (Ordinary/ | Item No.14 - Ordinary Resolution for revision in remuneration of Ms. Vishakha Mulye (DIN: 00203578) |
Whether promoter/ promoter group are interested in the agenda/ resolution? | No. |
| Category | Mode of Voting | No. of shares held | No of votes Polled | % of Votes Polled on outstanding shares | No. of Votes – in favour | No. of Votes – against | % of Votes in favour on votes polled | % of Votes against on votes polled |
| (1) | (2) | (3) ([(2)/(1)]*100 | (4) | (5) | (6) [(4)/(2)]*100 | (7) [(5)/(2)]*100 | ||
| Promoter and Promoter Group | E-Voting | - | - | - | - | - | - | - |
| Poll | - | - | - | - | - | - | - | |
| Postal Ballot (if applicable) | - | - | - | - | - | - | - | |
| Total | - | - | - | - | - | - | - | |
| Public - Institutions | E-Voting | 5,915,617,819 | 4,314,024,697 | 72.93 | 4,313,687,051 | 337,646 | 99.99 | 0.01 |
| Poll | - | - | - | - | - | - | - | |
| Postal Ballot (if applicable) | - | - | - | - | - | - | - | |
| Total | 5,915,617,819 | 4,314,024,697 | 72.93 | 4,313,687,051 | 337,646 | 99.99 | 0.01 | |
| Public - Non Institutions | E-Voting | 539,120,212 | 14,282,113 | 2.65 | 14,190,637 | 91,476 | 99.36 | 0.64 |
| Poll | - | - | - | - | - | - | - | |
| Postal Ballot (if applicable) | - | - | - | - | - | - | - | |
| Total | 539,120,212 | 14,282,113 | 2.65 | 14,190,637 | 91,476 | 99.36 | 0.64 | |
| Total | 6,454,738,031 | 4,328,306,810 | 67.06 | 4,327,877,688 | 429,122 | 99.99 | 0.01 |
14
| Resolution required : (Ordinary/ | Item No.15 - Ordinary Resolution for revision in remuneration of Mr. Vijay Chandok (DIN: 01545262) |
Whether promoter/ promoter group are interested in the agenda/ resolution? | No. |
| Category | Mode of Voting | No. of shares held | No of votes Polled | % of Votes Polled on outstanding shares | No. of Votes – in favour | No. of Votes – against | % of Votes in favour on votes polled | % of Votes against on votes polled |
| (1) | (2) | (3) ([(2)/(1)]*100 | (4) | (5) | (6) [(4)/(2)]*100 | (7) [(5)/(2)]*100 | ||
| Promoter and Promoter Group | E-Voting | - | - | - | - | - | - | - |
| Poll | - | - | - | - | - | - | - | |
| Postal Ballot (if applicable) | - | - | - | - | - | - | - | |
| Total | - | - | - | - | - | - | - | |
| Public - Institutions | E-Voting | 5,915,617,819 | 4,314,024,697 | 72.93 | 4,313,687,051 | 337,646 | 99.99 | 0.01 |
| Poll | - | - | - | - | - | - | - | |
| Postal Ballot (if applicable) | - | - | - | - | - | - | - | |
| Total | 5,915,617,819 | 4,314,024,697 | 72.93 | 4,313,687,051 | 337,646 | 99.99 | 0.01 | |
| Public - Non Institutions | E-Voting | 539,120,212 | 14,285,014 | 2.65 | 14,196,938 | 88,076 | 99.38 | 0.62 |
| Poll | - | - | - | - | - | - | - | |
| Postal Ballot (if applicable) | - | - | - | - | - | - | - | |
| Total | 539,120,212 | 14,285,014 | 2.65 | 14,196,938 | 88,076 | 99.38 | 0.62 | |
| Total | 6,454,738,031 | 4,328,309,711 | 67.06 | 4,327,883,989 | 425,722 | 99.99 | 0.01 |
15
| Resolution required : (Ordinary/ | Item No.16 - Ordinary Resolution for revision in remuneration of Mr. Anup Bagchi (DIN: 00105962) |
Whether promoter/ promoter group are interested in the agenda/ resolution? | No. |
| Category | Mode of Voting | No. of shares held | No of votes Polled | % of Votes Polled on outstanding shares | No. of Votes – in favour | No. of Votes – against | % of Votes in favour on votes polled | % of Votes against on votes polled |
| (1) | (2) | (3) ([(2)/(1)]*100 | (4) | (5) | (6) [(4)/(2)]*100 | (7) [(5)/(2)]*100 | ||
| Promoter and Promoter Group | E-Voting | - | - | - | - | - | - | - |
| Poll | - | - | - | - | - | - | - | |
| Postal Ballot (if applicable) | - | - | - | - | - | - | - | |
| Total | - | - | - | - | - | - | - | |
| Public - Institutions | E-Voting | 5,915,617,819 | 4,314,024,697 | 72.93 | 4,313,687,051 | 337,646 | 99.99 | 0.01 |
| Poll | - | - | - | - | - | - | - | |
| Postal Ballot (if applicable) | - | - | - | - | - | - | - | |
| Total | 5,915,617,819 | 4,314,024,697 | 72.93 | 4,313,687,051 | 337,646 | 99.99 | 0.01 | |
| Public - Non Institutions | E-Voting | 539,120,212 | 14,287,157 | 2.65 | 14,213,524 | 73,633 | 99.48 | 0.52 |
| Poll | - | - | - | - | - | - | - | |
| Postal Ballot (if applicable) | - | - | - | - | - | - | - | |
| Total | 539,120,212 | 14,287,157 | 2.65 | 14,213,524 | 73,633 | 99.48 | 0.52 | |
| Total | 6,454,738,031 | 4,328,311,854 | 67.06 | 4,327,900,575 | 411,279 | 99.99 | 0.01 |
16
| Resolution required : ( | Item No.17 - Special Resolution for alterations to Memorandum of Association |
Whether promoter/ promoter group are interested in the agenda/ resolution? | No. |
| Category | Mode of Voting | No. of shares held | No of votes Polled | % of Votes Polled on outstanding shares | No. of Votes – in favour | No. of Votes – against | % of Votes in favour on votes polled | % of Votes against on votes polled |
| (1) | (2) | (3) ([(2)/(1)]*100 | (4) | (5) | (6) [(4)/(2)]*100 | (7) [(5)/(2)]*100 | ||
| Promoter and Promoter Group | E-Voting | - | - | - | - | - | - | - |
| Poll | - | - | - | - | - | - | - | |
| Postal Ballot (if applicable) | - | - | - | - | - | - | - | |
| Total | - | - | - | - | - | - | - | |
| Public - Institutions | E-Voting | 5,915,617,819 | 4,424,779,598 | 74.80 | 4,359,799,428 | 64,980,170 | 98.53 | 1.47 |
| Poll | - | - | - | - | - | - | - | |
| Postal Ballot (if applicable) | - | - | - | - | - | - | - | |
| Total | 5,915,617,819 | 4,424,779,598 | 74.80 | 4,359,799,428 | 64,980,170 | 98.53 | 1.47 | |
| Public - Non Institutions | E-Voting | 539,120,212 | 26,895,665 | 4.99 | 26,862,577 | 33,088 | 99.88 | 0.12 |
| Poll | - | - | - | - | - | - | - | |
| Postal Ballot (if applicable) | - | - | - | - | - | - | - | |
| Total | 539,120,212 | 26,895,665 | 4.99 | 26,862,577 | 33,088 | 99.88 | 0.12 | |
| Total | 6,454,738,031 | 4,451,675,263 | 68.97 | 4,386,662,005 | 65,013,258 | 98.54 | 1.46 |
17
| Resolution required : ( | Item No.18 - Special Resolution for adoption of revised Articles of Association |
Whether promoter/ promoter group are interested in the agenda/ resolution? | No. |
| Category | Mode of Voting | No. of shares held | No of votes Polled | % of Votes Polled on outstanding shares | No. of Votes – in favour | No. of Votes – against | % of Votes in favour on votes polled | % of Votes against on votes polled |
| (1) | (2) | (3) ([(2)/(1)]*100 | (4) | (5) | (6) [(4)/(2)]*100 | (7) [(5)/(2)]*100 | ||
| Promoter and Promoter Group | E-Voting | - | - | - | - | - | - | - |
| Poll | - | - | - | - | - | - | - | |
| Postal Ballot (if applicable) | - | - | - | - | - | - | - | |
| Total | - | - | - | - | - | - | - | |
| Public - Institutions | E-Voting | 5,915,617,819 | 4,392,962,715 | 74.26 | 4,180,171,036 | 212,791,679 | 94.47 | 4.84 |
| Poll | - | - | - | - | - | - | - | |
| Postal Ballot (if applicable) | - | - | - | - | - | - | - | |
| Total | 5,915,617,819 | 4,392,962,715 | 74.26 | 4,180,171,036 | 212,791,679 | 94.47 | 4.84 | |
| Public - Non Institutions | E-Voting | 539,120,212 | 26,895,021 | 4.99 | 26,862,422 | 32,599 | 99.88 | 0.12 |
| Poll | - | - | - | - | - | - | - | |
| Postal Ballot (if applicable) | - | - | - | - | - | - | - | |
| Total | 539,120,212 | 26,895,021 | 4.99 | 26,862,422 | 32,599 | 99.88 | 0.12 | |
| Total | 6,454,738,031 | 4,419,857,736 | 68.47 | 4,207,033,458 | 212,824,278 | 95.18 | 4.82 |
| Details of Invalid Votes | |
| Category | No. of Votes |
| Promoter & Promoter Group | Nil |
| Public Institutions | Nil |
| Publi - Non Institutions | Nil |
Percentage figures have been rounded off to nearest decimal.
All the above resolutions have been passed with requisite majority.
Note: Section 12(2) of the Banking Regulation Act, 1949 caps the voting rights of shareholders of a bank upto 15% of the total voting rights of all shareholders. In line with the same, the shareholding of Deutsche Bank Trust Company Americas (DBTCA)(Depositary to the ADS holders) which was 1,519,530,051 equity shares and which formed 23.54% of the total equity shares (6,454,738,031 equity shares) as on the cut off date i.e. August 2, 2019 was reckoned only to the extent of 968,210,705 equity shares i.e. 15% of the total equity shares for the purpose of electronic voting. Hence in the column pertaining to number of shares held, the actual number of shares held by DBTCA i.e. 1,519,530,051 equity shares is included and in the number of votes polled, only 15% of the total number of equity shares i.e 968,210,705 equity shares are reckoned
For ICICI Bank Limited
/s/ Vivek Ranjan
Vivek Ranjan
Chief Manager
18
Item 4
Summary of proceedings of the Twenty-Fifth Annual General Meeting of ICICI Bank Limited held on Friday, August 9, 2019
The Twenty-Fifth Annual General Meeting (AGM) of the Members of the Bank was held on Friday, August 9, 2019 at 11.45 a.m. at Professor Chandravadan Mehta Auditorium, General Education Centre, Opposite D. N. Hall Ground, The Maharaja Sayajirao University, Pratapgunj, Vadodara 390 002.
Mr. Girish Chandra Chaturvedi, Non-Executive (part-time) Chairman of the Bank, chaired the meeting.
The Meeting was attended by 426 Members in person, by proxy and through authorised representatives.
The following Directors were present:
| 1. | Mr. Girish Chandra Chaturvedi, Chairman |
| 2. | Mr. S. Madhavan, non-executive Independent Director |
| 3. | Ms. Neelam Dhawan, non-executive Independent Director and Chairperson of the Board Governance, Remuneration & Nomination Committee |
| 4. | Mr. Radhakrishnan Nair, non-executive Independent Director |
| 5. | Ms. Rama Bijapurkar, non-executive Independent Director |
| 6. | Mr. B. Sriram, non-executive Independent Director |
| 7. | Mr. Uday Chitale, non-executive Independent Director and Chairman of the Audit Committee |
| 8. | Mr. Anup Bagchi, Executive Director |
| 9. | Mr. Sandeep Bakhshi, Managing Director & Chief Executive Officer |
| 10. | Ms. Vishakha Mulye, Executive Director |
Mr. Hari L Mundra, non-executive Independent Director and Mr. Lalit Kumar Chandel Government Nominee Director could not attend the AGM due to their personal commitments. Mr. Hari L Mundra, Chairman of the Stakeholders Relationship Committee had authorised Mr. Uday Chitale, Member of the Stakeholders Relationship Committee to attend this Meeting in his absence.
Mr. Sandeep Batra, Executive Director (Designate), Mr. Rakesh Jha, Group Chief Financial Officer, and Mr. Ranganath Athreya, Company Secretary were present at the Meeting.
The authorised representatives of Statutory Auditors and Secretarial Auditors of the Bank were also present at the Meeting.
The requisite quorum being present, the Chairman declared the Meeting to be in order and welcomed the Members. The Chairman thereafter introduced all the officials on the dais and informed that the register of proxies, instruments of proxy, other statutory registers as required under the CA2013, Auditors Report, Secretarial Audit Report and documents referred in the Notice of AGM dated May 6, 2019 were open for inspection by the Members. He informed the Members that as required under Regulation 13 of the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014, a certificate from the statutory auditors of the Bank, stating that the Employee Stock Option Scheme of the Bank has been implemented in accordance with the said regulations, has been obtained by the Bank and was placed at the Meeting.
With the consent of the Members present, the Notice convening the Twenty-Fifth AGM was taken as read. The Chairman informed the Members that there were no qualifications, observations or comments or other remarks in the Auditors Report on the financial transactions or matters, which have any adverse effect on the functioning of the Company. He then requested Mr. Ranganath Athreya to read out the key segments of the Auditors Report. Mr. Athreya read the key segments of the Auditors Report and with the consent of the Members present, the rest of the Auditors Report was taken as read.
The Chairman also informed the Members that there were no qualifications, observations or comments or other remarks in the Secretarial Audit Report which have any material adverse effect on the functioning of the Company. With the consent of the Members present, the Secretarial Audit Report was taken as read.
The Chairman then invited Members to speak and raise queries pertaining to the Agenda of the meeting.
Mr. Sandeep Bakhshi provided requisite clarification and information on the various queries raised by the Members.
The Chairman informed the Members that pursuant to the provisions of Section 108 of the CA2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 and Regulation 44 of the Securities and Exchange Board of India (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Bank had extended the Remote e-Voting facility to the Members of the Bank in respect of the business to be transacted at the AGM as set out in the Notice of AGM dated May 6, 2019. The Chairman further informed that the Remote e-Voting facility had commenced at 9.00 a.m. IST on Tuesday, August 6, 2019 and ended on 5.00 p.m. IST on Thursday, August 8, 2019. The Chairman also informed that to facilitate the Members who could not cast their votes through Remote e-Voting, the Bank had provided the facility for electronic voting at the AGM venue.
2
The Chairman informed the Members that the Board had appointed Mr. Alwyn D’souza of Alwyn D’Souza & Co., Practicing Company Secretaries as the scrutinizer to scrutinize the remote e-voting process and electronic voting at the AGM, in a fair and transparent manner.
The Chairman authorised any Executive Director or the Company Secretary of the Bank to declare the results of the remote e-voting as well as electronic voting done at the AGM venue through announcing the results to the stock exchanges as well as by hosting the results on the website of the Bank and alongwith the consolidated scrutinizer’s report and these would be recorded as part of the proceedings of the AGM. The Chairman then thanked the Members for their co-operation and suggestions and declared the meeting as closed.
The following items of business were transacted through remote e-Voting and through electronic voting at the AGM venue:
Ordinary Business:
| 1. | To receive, consider and adopt the financial Statements for the financial year ended March 31, 2019 together with the Reports of the Directors and the Auditors. |
| 2. | Declaration of dividend on equity shares. |
| 3. | Re-appointment of Mr. Anup Bagchi (DIN:00105962) who retires by rotation and, being eligible, offers himself for re-appointment. |
| 4. | Appointment of M/s Walker Chandiok & Co LLP, Chartered Accountants (Registration No. 001076N/N500013) as Statutory Auditors. |
| 5. | Appointment of Branch Auditors. |
Special Business:
| 6. | Appointment of Mr. Hari L. Mundra (DIN: 00287029) as an Independent Director. |
| 7. | Appointment of Ms. Rama Bijapurkar (DIN: 00001835) as an Independent Director. |
| 8. | Appointment of Mr. B. Sriram (DIN: 02993708) as an Independent Director. |
| 9. | Appointment of Mr. Subramanian Madhavan (DIN: 06451889) as an Independent Director. |
| 10. | Appointment of Mr. Sandeep Bakhshi (DIN: 00109206) as a Managing director and Chief Executive Officer and fix his remuneration. |
3
| 11. | Appointment of Mr. Sandeep Batra (DIN: 03620913) as a Director. |
| 12. | Appointment of Mr. Sandeep Batra (DIN: 03620913) as a Wholetime Director (designated as Executive Director) and fix his remuneration |
| 13. | Revision in remuneration of Mr. N. S. Kannan (DIN: 00066009). |
| 14. | Revision in remuneration ofMs. Vishakha Mulye (DIN: 00203578). |
| 15. | Revision in remuneration of Mr. Vijay Chandok(DIN: 01545262). |
| 16. | Revision in remuneration of Mr. Anup Bagchi (DIN: 00105962). |
| 17. | Alterations to Memorandum of Association. |
| 18. | Adoption of revised Articles of Association. |
Basis the consolidated Scrutinizer’s report dated August 9, 2019, all resolutions as set out in the Notice of the AGM dated May 6, 2019 were passed by the Members with requisite majority.
4
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorised.
For ICICI Bank Limited | |||||
| Date: | August 9, 2019 | By: | /s/ Vivek Ranjan | ||
| Name: | Vivek Ranjan | ||||
| Title: | Chief Manager | ||||