EXHIBIT 4.5
SCHEME OF AMALGAMATION
of
ICICI LIMITED )
ICICI CAPITAL SERVICES LIMITED ) collectively the Transferor Companies
ICICI PERSONAL FINANCIAL SERVICES )
LIMITED )
with
ICICI BANK LIMITED ...................... the Transferee Company
PART I - GENERAL
1. This Scheme of Amalgamation (hereinafter referred to as the "Scheme")
provides for the amalgamation of ICICI Limited, ICICI Capital Services
Limited and ICICI Personal Financial Services Limited (both ICICI Capital
Services Limited and ICICI Personal Financial Services Limited, are
wholly-owned subsidiaries of ICICI Limited) with ICICI Bank Limited
pursuant to Sections 391 to 394 and other relevant provisions of the Act.
2. In this Scheme, unless repugnant to the meaning or context thereof, the
following expressions shall have the following meanings:
"Act" means the Companies Act, 1956 or any amendment or re-enactment
thereof.
"ADRs" means American depositary receipts issued pursuant to the Issue of
Foreign Currency Convertible Bonds and Ordinary Shares (Through Depositary
Receipt Mechanism) Scheme, 1993 together with any modification thereto and
other applicable laws, and where relevant shall include the underlying
equity shares relating thereto.
"Appointed Date" means the later of (i) March 30, 2002 and (ii) the date
on which the approval of the Reserve Bank of India for the Scheme becomes
effective.
"Assets" or "Undertaking" means all the undertakings, the entire
businesses, all the properties (whether movable or immovable, tangible or
intangible), assets, deposits, investments of all kinds (including shares,
scrips, stocks, bonds, debentures, debenture stock, units or pass through
certificates), all cash balances with the Reserve Bank of India and other
banks, money at call and short notice, loans, advances, contingent rights
or benefits, lease and hire purchase contracts and assets, securitised
assets, receivables, benefit of assets or properties or other interest
held in trust, benefit of any security arrangements, authorities,
allotments, approvals, reversions, buildings and structures, office,
residential and other premises, tenancies, leases, licenses, fixed and
other assets, powers, consents, authorities, registrations, agreements,
contracts, engagements, arrangements of all kinds, rights, titles,
interests, benefits and advantages of whatsoever nature and wheresoever
situate belonging to or in the ownership, power or possession or in the
control of or vested in or granted in favour of or held for the benefit of
or enjoyed by the Transferor Companies or to which the Transferor
Companies may be entitled and include but without being limited to trade
and service names and marks and other intellectual property rights of any
nature whatsoever, permits, approvals, authorisations, rights to use and
avail of telephones, telexes, facsimile, email, internet, leased line
connections and installations, utilities, electricity and other services,
reserves, provisions, funds, benefits of all agreements, all records,
files, papers, computer programmes, manuals, data, catalogues, sales and
advertising materials, lists and other details of present and former
customers and suppliers, customers credit information, customer and
supplier pricing information and other records in connection with or
relating to the Transferor Companies and all other interests of whatsoever
nature belonging to or in the ownership, power, possession or the control
of or vested in or granted in favour of or held for the benefit of or
enjoyed by the Transferor Companies, whether in India or abroad.
"Deposit Agreement" shall have the meaning ascribed to it in Clause 17(a).
"Depositary" shall have the meaning ascribed to it in Clause 17(a).
"Effective Date" means the last of the dates on which all conditions,
matters and filings referred to in Clause 26 hereof have been fulfilled
and necessary orders, approvals and consents referred to therein have been
obtained.
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References in this Scheme to the date of "coming into effect of this
Scheme" or "effectiveness of this Scheme" shall mean the Effective Date.
"ICICI" means ICICI Limited, a company incorporated under the Indian
Companies Act, 1913 and having its registered office at ICICI Towers,
Bandra-Kurla Complex, Mumbai 400 051, Maharashtra.
"ICICI Bank" or the "Transferee Company" means ICICI Bank Limited, a
company incorporated under the Companies Act, 1956 and licensed by the
Reserve Bank of India under the Banking Regulation Act, 1949 and having
its registered office at Landmark, Race Course Circle, Vadodara 390 007,
Gujarat.
"ICICI Bank Shares" shall have the meaning ascribed to it in Clause 8.
"ICICI Capital" means ICICI Capital Services Limited, a company
incorporated under the Companies Act, 1956, and having its registered
office at ICICI Towers, Bandra-Kurla Complex, Mumbai 400 051, Maharashtra.
"ICICI PFS" means ICICI Personal Financial Services Limited, a company
incorporated under the Companies Act, 1956, and having its registered
office at ICICI Towers, Bandra-Kurla Complex, Mumbai 400 051, Maharashtra.
"ICICI Stock Options" shall have the meaning ascribed to it in Clause 9
(b) (i).
"Joint Committee" shall have the meaning ascribed to it in Clause 7(a).
"Members" shall have the meaning ascribed to it in Clause 13(a).
"Liabilities" shall have the meaning ascribed to it in Clause 5(a).
"Pledged Documents" shall have the meaning ascribed to it in Clause 4(e).
"Pledged Shares" shall have the meaning ascribed to it in Clause 4(e).
"Preference Shares" shall have the meaning ascribed to it in Clause 13(e).
"Record Date" shall have the meaning ascribed to it in Clause 13(a).
"Securities Act" shall have the meaning ascribed to it in Clause 17(b).
"Security Trustee" shall have the meaning ascribed to it in Clause 4(e).
"Share Exchange Ratio" shall have the meaning ascribed to it in Clause
13(a).
"Transferor Companies" means collectively ICICI, ICICI Capital and ICICI
PFS and "Transferor Company" means individually each of them.
"Transferor Companies' Securities" shall have the meaning ascribed to it
in Clause 5(d).
"Trust" shall have the meaning ascribed to it in Clause 8.
"Trust Deed" shall have the meaning ascribed to it in Clause 8.
"Trustees" shall have the meaning ascribed to it in Clause 8.
PART II - SHARE CAPITAL
3. (a) The share capital of ICICI as of September 30, 2001 is as under:
AUTHORIZED (IN RUPEES)
1,600,000,000 Equity Shares of Rs. 10/- each 1600,00,00,000
5,000,000,000 Preference Shares of Rs. 10/- each 5000,00,00,000
350 Preference Shares of Rs. 10,000,000/- each 350,00,00,000
--------------
6950,00,00,000
--------------
ISSUED, SUBSCRIBED AND PAID-UP
785,345,448 Equity Shares of Rs. 10/- each
fully paid-up 785,34,54,480
Less: Calls in arrears 48,29,648.19
-----------------
784,86,24,831.81
-----------------
350 0.001% Preference Shares of Rs. 1,00,00,000/-
each fully paid-up redeemable at par on April 20,
2018 350,00,00,000
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Of the above -
(i) 6,750,000 Equity Shares are allotted as fully paid-up by way of bonus
shares by capitalization of General Reserve;
(ii) 222,534,943 Equity Shares are allotted as fully paid-up by conversion
of Debentures/Loans into Equity Shares (including 9,798,327 Equity
Shares on conversion of loans of erstwhile SCICI Ltd.)
(iii) 69,184,024 Equity Shares are allotted as fully paid-up towards
consideration for amalgamation of erstwhile SCICI Ltd. with ICICI.
(iv) 2,395,205 Equity Shares are allotted as fully paid-up towards
consideration for amalgamation of erstwhile ITC Classic Finance
Limited with ICICI.
(v) 1,657,061 Equity Shares are allotted as fully paid-up towards
consideration for amalgamation of erstwhile Anagram Finance Limited
with ICICI.
(vi) 256,414,285 (including 96,700,000 Equity Shares represented by Global
Depositary Receipts which were converted into American Depositary
Shares) Equity Shares are allotted as fully paid-up represented by
American Depositary Shares through an international offering in US
Dollars.
(b) The share capital of ICICI Capital as of September 30, 2001 is as
under:
AUTHORIZED (IN RUPEES)
5,000,000 Equity Shares of Rs. 10/- each 5,00,00,000
ISSUED, SUBSCRIBED AND PAID-UP
5,000,000 Equity Shares of Rs. 10/- each fully paid-up 5,00,00,000
(c) The share capital of ICICI PFS as of September 30, 2001 is as under:
AUTHORIZED (IN RUPEES)
150,000,000 Equity Shares of Rs. 10/- each 150,00,00,000
ISSUED, SUBSCRIBED AND PAID-UP
5,000,000 Equity Shares of Rs. 10/- each 5,00,00,000
(d) The share capital of the Transferee Company as of September 30, 2001
is as under:
AUTHORIZED (IN RUPEES)
300,000,000 Equity Shares of Rs. 10/- each 300,00,00,000
ISSUED, SUBSCRIBED AND PAID-UP
220,358,680 Equity Shares of Rs. 10/- each fully
paid-up 220,35,86,800
Of the above -
23,539,800 Equity Shares are allotted as fully paid-up towards
consideration for amalgamation of erstwhile Bank of Madura Limited with
the ICICI Bank.
PART III - TRANSFER AND VESTING
4. Upon the coming into effect of this Scheme and with effect from the
Appointed Date and subject to the provisions of this Scheme:
(a) The Undertaking of the Transferor Companies shall, pursuant to the
provisions of Section 394(2) of the Act, without any further act,
instrument or deed, be and stand transferred to and vested in or be
deemed to have been transferred to and vested in the Transferee
Company as a going concern so as to become as and from the Appointed
Date, the estate, assets, rights, title, interest and authorities of
the Transferee Company.
(b) Without prejudice to sub-clause (a) above, in respect of such of the
assets of the Undertaking as are movable in nature or are otherwise
capable of transfer by manual delivery or by endorsement and/or
delivery, the same may be so transferred by the Transferor Companies,
and shall, upon such transfer, become the property, estate, assets,
rights, title, interest and authorities of the Transferee Company.
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(c) All the licenses, permits, quotas, approvals, incentives, subsidies,
rights, claims, leases, tenancy rights, liberties, rehabilitation
schemes, special status and other benefits or privileges enjoyed or
conferred upon or held or availed of by and all rights and benefits
that have accrued to the Transferor Companies shall, pursuant to the
provisions of Section 394(2) of the Act, without any further act,
instrument or deed, be and stand transferred to and vest in or be
deemed to be transferred to and vested in and be available to the
Transferee Company so as to become as and from the Appointed Date the
estates, assets, rights, title, interests and authorities of the
Transferee Company and shall remain valid, effective and enforceable
on the same terms and conditions to the extent permissible under law.
(d) All assets, estate, rights, title, interest, licenses and authorities
acquired by or quotas, approvals, incentives, subsidies, rights,
claims, leases, tenancy rights, liberties, rehabilitation schemes,
special status and other benefits or privileges enjoyed or conferred
upon or held or availed of by and/or all rights and benefits that
have accrued to the Transferor Companies after the Appointed Date and
prior to the Effective Date in connection or in relation to the
operation of the Undertaking shall, pursuant to the provisions of
Section 394(2) of the Act, without any further act, instrument or
deed, be and stand transferred to and vested or deemed to be
transferred to and vested in the Transferee Company.
(e) Such of the shares which have been pledged in favour of one or more
of the Transferor Companies (the "Pledged Shares"), whether in their
own name or as an agent or trustee, by third parties by way of
security under the terms of the relevant agreements, documents and/or
arrangements (collectively the "Pledge Documents"), shall, without
any further act, instrument or deed be and stand transferred to ICICI
Trusteeship Services Limited, a company incorporated under the
Companies Act, 1956 and having its registered office at ICICI Towers,
Bandra-Kurla Complex, Mumbai 400 051, Maharashtra, who shall hold the
Pledged Shares on trust as a trustee exclusively for the benefit of
the persons for whose benefit the pledge has been created (ICICI
Trusteeship Services Limited is hereinafter referred to as the
"Security Trustee"), and all the rights, benefits and obligations of
such Transferor Company as pledgee, agent or trustee under the Pledge
Documents shall be and stand transferred to and vested in the
Security Trustee, and the Pledge Documents shall continue to be in
full force and effect and may be enforced as fully and effectually as
if, instead of such Transferor Company, the Security Trustee had been
a party thereto. The Security Trustee shall hold the Pledged Shares
in trust for the benefit of the persons for whose benefit the pledge
has been created and exercise all powers, trusts, authorities, duties
and discretions as are specifically vested in the Security Trustee
under the Pledge Documents and such other rights, powers and
discretions as are reasonably incidental thereto, on and subject to
the instructions and directions issued by the person for whose
benefit the pledge has been created, from time to time.
5. Upon the coming into effect of this Scheme and with effect from the
Appointed Date:
(a) All debts, including rupee and foreign currency loans, term deposits,
time and demand liabilities, borrowings, bills payable, interest
accrued and all other duties, liabilities, undertakings and
obligations of the Transferor Companies (the "Liabilities") shall,
pursuant to the provisions of Section 394(2) of the Act, without any
further act, instrument or deed be and stand transferred to and
vested in or be deemed to stand transferred to and vested in, the
Transferee Company so as to become the Liabilities of the Transferee
Company, and further that it shall not be necessary to obtain the
consent of any person who is a party to any contract or arrangement
by virtue of which such Liabilities have arisen in order to give
effect to the provisions of this Clause.
(b) In case of such of the Liabilities or the documents governing such of
the Liabilities where there is an obligation on one or more of the
Transferor Companies to maintain any privilege or status specifically
conferred by any statute or regulation, such obligation and related
consequences thereof shall cease to be operative against the
Transferee Company, and the relevant terms of the documents governing
such Liabilities shall, without any further act, instrument or deed,
stand modified accordingly.
(c) All public deposits, debentures or bonds of the Transferor Companies
shall be kept distinctly identified in the records of the Transferee
Company for all intents and purposes including taxation and
accounting and shall not be combined with any existing outstanding
deposit scheme or series of debentures or bonds of the Transferee
Company.
(d) (i) All debentures, bonds, notes or other securities of the
Transferor Companies, whether convertible into equity or
otherwise, (the "Transferor Companies' Securities"), shall,
pursuant to the provisions of Section 394(2) of the Act, without
any further act, instrument or deed become securities of the
Transferee Company and all rights, powers, duties and
obligations in relation thereto shall be and stand transferred
to and vested in or deemed to be transferred to and vested in
and shall be exercised by or against the
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Transferee Company as if it were the Transferor Company in
respect of the Transferor Companies' Securities so transferred.
If the Transferor Companies' Securities are listed on any stock
exchange, the same shall, subject to applicable regulations, be
listed and/or admitted to trading on the relevant stock
exchange/s whether in India or abroad, where the Transferor
Companies' Securities were listed and/or admitted to trading on
the same terms and conditions unless otherwise modified in
accordance with the provisions hereof.
(ii) Loans and other obligations (including any guarantees, letters
of credit, letters of comfort or any other instrument or
arrangement which may give rise to a contingent liability in
whatever form), if any, due or which may at any time in future
become due between or amongst the Transferor Companies and the
Transferee Company shall stand discharged and there shall be no
liability in that behalf on either party. Provided however,
security over any moveable and/or immoveable properties and
security in any other form (both present and future), if any,
created by any person in favour of any one or more of the
Transferor Companies for securing the obligation of the persons
for and on whose behalf a guarantee, letter of credit, letter of
comfort or other similar instrument has been executed or
arrangements entered into by the Transferor Companies in favour
of the Transferee Company shall, pursuant to the provisions of
Section 394(2) of the Act, without any further act, instrument
or deed stand vested in and be deemed to be in favour of the
Transferee Company and the benefit of such security shall be
available to the Transferee Company as if such security was ab
initio created in favour of the Transferee Company.
(iii) Any securities, debentures or notes, if any, issued by any one
or more of the Transferor Companies, and held by the Transferee
Company, and vice versa shall, unless sold or transferred by
such Transferor Company or the Transferee Company, as the case
may be, at any time prior to the Appointed Date or the Effective
Date (whichever is later), stand cancelled as on the Effective
Date, and shall be of no effect and such Transferor Company or
the Transferee Company, as the case may be, shall have no
further obligation outstanding in that behalf.
(iv) Without prejudice to the provisions of clause (d) (ii) above,
the guarantees, letters of credit, letters of comfort and other
similar arrangements, if any, given or executed or made by ICICI
in favour of, for the benefit of and on behalf of, ICICI Capital
and/or ICICI PFS in favour of any person shall stand discharged.
(e) If the Effective Date occurs after the Appointed Date, the following
provisions shall apply:
(i) where any of the liabilities and obligations of the Transferor
Companies as on the Appointed Date transferred to the Transferee
Company have been discharged by the Transferor Companies after
the Appointed Date and prior to the Effective Date, such
discharge shall be deemed to have been for and on account of the
Transferee Company;
(ii) all loans raised and utilized and all debts, duties,
undertakings, liabilities and obligations incurred or undertaken
by the Transferor Companies in relation to or in connection with
the Undertaking after the Appointed Date and prior to the
Effective Date shall be deemed to have been raised, used,
incurred or undertaken for and on behalf of the Transferee
Company and to the extent they are outstanding on the Effective
Date, shall, pursuant to the provisions of Section 394(2) of the
Act, without any further act, instrument or deed be and stand
transferred to or vested in or be deemed to be transferred to
and vested in the Transferee Company and shall become the
liabilities and obligations of the Transferee Company which
shall meet, discharge and satisfy the same; and
(iii) all estates, assets, rights, title, interests and authorities
accrued to and/or acquired by the Transferor Companies in
relation to or in connection with the Undertaking after the
Appointed Date and prior to the Effective Date shall have been
deemed to have been accrued to and/or acquired for and on behalf
of the Transferee Company and shall, pursuant to the provisions
of Section 394(2) of the Act, without any further act,
instrument or deed be and stand transferred to or vested in or
be deemed to be transferred to or vested in the Transferee
Company to that extent and shall become the estates, assets,
right, title, interests and authorities of the Transferee
Company.
6. If the Effective Date occurs after the Appointed Date:
(a) each of the Transferor Companies with effect from the Appointed Date
and upto and including the Effective Date:
(i) shall carry on and shall be deemed to have carried on all the
business and activities as hitherto and shall hold and stand
possessed of and shall be deemed to have held and stood
possessed of the Undertaking on account of, and in trust for,
the Transferee Company; and
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(ii) all the profits or incomes accruing or arising to the Transferor
Companies, or expenditure or losses arising or incurred
(including the effect of taxes, if any, thereon) by the
Transferor Companies shall, for all purposes, be treated and be
deemed to be and accrue as the profits or incomes or expenditure
or losses or taxes of the Transferee Company, as the case may
be.
(b) each of the Transferor Companies with effect from the Appointed Date
and upto and including the Effective Date shall carry on its business
and activities with reasonable diligence and business prudence and
shall not undertake financial commitments either for itself or on
behalf of its subsidiaries or group companies or any third party, or
sell, transfer, alienate, charge, mortgage or encumber the
Undertaking or any part thereof, save and except in each case in the
following circumstances:
(i) if the same is in its ordinary course of business as carried on
by it as on the date of filing of this Scheme with the High
Court of Judicature at Bombay and the High Court of Gujarat at
Ahmedabad; or
(ii) if the same is expressly permitted by this Scheme; or
(iii) if prior written consent of the Transferee Company has been
obtained.
(c) the Transferee Company with effect from the Appointed Date and upto
and including the Effective Date shall carry on its business and
activities with reasonable diligence and business prudence and shall
not undertake financial commitments either for itself or on behalf of
its subsidiaries or group companies or any third party, or sell,
transfer, alienate, charge, mortgage or encumber its undertaking or
any part thereof, save and except in each case in the following
circumstances:
(i) if the same is in its ordinary course of business as carried on
by it as on the date of filing this Scheme with the High Court
of Judicature at Bombay and the High Court of Gujarat at
Ahmedabad; or
(ii) if the same is expressly permitted by this Scheme; or
(iii) if prior written consent of each of the Transferor Companies
has been obtained.
7. (a) The Board of Directors of ICICI and the Transferee Company have
jointly constituted a committee in the manner described in sub-clause
(b) below (the "Joint Committee") to perform the functions specified
in subclause (c) below from the date of filing of this Scheme with
the High Court of Judicature at Bombay and the High Court of Gujarat
at Ahmedabad until the Effective Date.
(b) The constitution of the Joint Committee shall be as mentioned
hereinbelow:
(i) Shri K. V. Kamath (Managing Director and Chief Executive
Officer, ICICI), as the Chairman of the Joint Committee;
(ii) Shri H. N. Sinor (Managing Director and Chief Executive Officer,
ICICI Bank), as a member of the Joint Committee;
(iii) Shri K. V. Kamath shall have the power and authority to appoint
such additional members of the Joint Committee, as may be
necessary, from amongst the whole time Directors and/or
employees of ICICI;
(iv) Shri H. N. Sinor shall have the power and authority to appoint
such additional members of the Joint Committee, as may be
necessary, from amongst the whole time Directors and/or
employees of ICICI Bank.
(c) From the date of filing of this Scheme with the High Court of
Judicature at Bombay and the High Court of Gujarat at Ahmedabad and
until the Effective Date, the Joint Committee shall perform the
following functions:
(i) in case of any ambiguity or any question as to whether any
matter is within or outside the ordinary course of the business
of the Transferor Companies and/or the Transferee Company, it
shall determine the same on the basis of evidence that it may
deem relevant for the purpose (including the books and records
of the Transferor Companies and/or the Transferee Company);
(ii) to consider for approval the matters pertaining to the share
capital of the Transferor Companies and/or the Transferee
Company as specified in Clause 9 below;
(iii) to deal with the matters, if any, in relation to change in the
employees' compensation structure of the Transferor Companies
and the Transferee Company and matters incidental or
consequential or related thereto; and
(iv) to perform such other functions specifically provided elsewhere
in this Scheme or as may be specifically conferred on it by the
Boards of Directors of ICICI and the Transferee Company
respectively.
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(d) Unless otherwise agreed to between Shri K. V. Kamath and Shri H. N.
Sinor, the quorum for meetings of the Joint Committee shall be two
(2). The Joint Committee shall meet at such times and places, and
shall observe and follow such rules and procedure formulated by the
Joint Committee, from time to time, in regard to the transaction of
business at its meetings. The Chairman of the Joint Committee or, if
for any reason, the Chairman is unable to attend a meeting of the
Joint Committee, any other member elected by the members present from
amongst themselves at the meeting shall preside at such meeting. All
matters shall be decided by the Joint Committee by a majority vote of
the members present and voting at the meeting, and in the event of an
equality of votes, the Chairman or in his absence, the person
presiding, shall have the second or casting vote. If, however,
without convening a meeting of the members of the Joint Committee any
matter is decided by the Joint Committee wherein the consent or
approval of the majority of the members of the Joint Committee is
obtained by letter or letters or any instrument signed by such
members of the Joint Committee then such letter or letters or
instrument shall constitute a resolution passed or decision taken at
the meeting of the Joint Committee duly convened and held and shall
have the effect accordingly. All decisions of the Joint Committee
determined as aforesaid shall be binding on the Transferor Companies
and the Transferee Company.
8. ICICI may, on the Appointed Date, transfer all the shares of the
Transferee Company held by it on such date (the "ICICI Bank Shares") to an
individual trustee or a board of trustees (including the survivors or
survivor of any of the trustees comprising such board of trustees) or a
corporate trustee (hereinafter referred to as the "Trustees"), to have and
to hold the ICICI Bank Shares in trust together with all additions or
accretions thereto upon trust exclusively for the benefit of ICICI and its
successor subject to the powers, provisions, discretions, rights and
agreements contained in the instrument (the "Trust Deed") establishing the
aforesaid trust (the "Trust"). The Trustees shall not exercise any voting
rights with respect to ICICI Bank Shares. It is proposed that the Trustee
shall, within a period of 24 months from the Effective Date subject
however to the prevailing market conditions (in which case, the said
period may be suitably extended in the discretion of the Trustees), sell,
transfer or dispose of the ICICI Bank Shares at such time or times and in
such manner as may be proper in accordance with provisions of the Trust
Deed and shall remit the proceeds thereof to ICICI or its successor and
consequent thereto all obligations of the Trustees under the Trust Deed
shall stand discharged and the trust shall stand terminated.
9. (a) From the date of filing of this Scheme with the High Court of
Judicature at Bombay and the High Court of Gujarat at Ahmedabad and
upto and including the Effective Date, none of the Transferor
Companies and/or the Transferee Company shall make any change in its
capital structure in any manner either by any increase (including by
way of issue of equity and/or preference shares on a rights basis or
by way of a public issue, bonus shares and/or convertible debentures
or otherwise), decrease, reduction, reclassification, sub-division,
consolidation, re-organisation, or in any other manner which may, in
any way, affect the Share Exchange Ratio (as defined in Clause 13
below), except with the prior approval of the Joint Committee
provided that nothing contained in this sub-clause shall be deemed to
affect any pre-existing obligations of any of the Transferor
Companies and/or the Transferee Company, including in respect of the
issue of further employees' stock options, vesting of stock options
or exercise of vested options under any existing scheme or conversion
of any loan or convertible security into equity shares in accordance
with the terms of any loan obtained or convertible security issued by
any of the Transferor Companies and/or the Transferee Company.
(b) (i) In respect of the stock options granted by ICICI under the
employees' stock options scheme to its directors and employees
and employees of ICICI Capital or ICICI PFS or any other
subsidiary or associate company of ICICI which have not yet been
exercised and are outstanding ("ICICI Stock Options"), the said
directors and employees shall, in lieu of the options held by
them in ICICI, receive such number of options in the Transferee
Company determined in accordance with the Share Exchange Ratio
(as defined in Clause 13 below). The exercise price of the
options received by the aforesaid directors and employees in
lieu of the ICICI Stock Options shall be twice the price payable
by the said directors and employees for the exercise of the
ICICI Stock Options. All other terms and conditions in relation
to the options aforesaid shall be similar to those contained in
the employees stock option scheme of the Transferee Company.
(ii) Upon the coming into effect of this Scheme, Section IV Part I of
the employees' stock options scheme of the Transferee Company
shall stand amended in the following manner:
"The maximum number of Options granted to any Eligible Employee
in a financial year shall not exceed 0.05% of the issued equity
shares of the Bank at the time of grant of the Options and the
aggregate of all such Options granted to the Eligible Employees
shall not exceed five percent of the aggregate number
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of the issued equity shares of the Bank after coming into effect
of the amalgamation of ICICI Limited, ICICI Capital Services
Limited and ICICI Personal Financial Services Limited with the
Bank and the issuance of equity shares by the Bank pursuant to
the aforesaid amalgamation of ICICI Limited, ICICI Capital
Services Limited and ICICI Personal Financial Services Limited
with the Bank."
10. Upon the coming into effect of this Scheme:
(a) all suits, actions and legal and other proceedings by or against the
Transferor Companies pending and/or arising on or before the
Appointed Date or the Effective Date (whichever is later) shall be
transferred in the name of the Transferee Company and shall be
continued and be enforced by or against the Transferee Company as
effectually and in the same manner and to the same extent as if the
same had been pending and/or arisen by or against the Transferee
Company.
(b) the Transferee Company shall be notified as the 'designated person'
under the provisions of Section 16 read with Section 2(d) of the
Shipping Development Fund Committee (Abolition) Act, 1986 and all
suits, actions and legal and other proceedings by or against ICICI in
its capacity as such 'designated person' pending and/or arising on or
before the Appointed Date or the Effective Date (whichever is later)
shall be transferred in the name of the Transferee Company and shall
be continued and be enforced by or against the Transferee Company as
effectually and in the same manner and to the same extent as if the
Transferee Company had originally been notified as the 'designated
person' in that behalf and as if the same had been pending and/ or
arisen by or against the Transferee Company.
11. (a) Upon the coming into effect of this Scheme, and subject to the
provisions of this Scheme, all contracts, deeds, bonds, agreements,
arrangements and other instruments (including all tenancies, leases,
licenses and other assurances in favour of any of the Transferor
Companies or powers or authorities granted by or to any of them) of
whatsoever nature to which any of the Transferor Companies is a party
or to the benefit of which any of the Transferor Companies may be
eligible, and which are subsisting or having effect immediately
before the Appointed Date or the Effective Date (whichever is later),
shall, without any further act, instrument or deed, be in full force
and effect in favour of or against the Transferee Company, as the
case may be, and may be enforced as fully and effectually as if,
instead of such Transferor Company, the Transferee Company had been a
party or beneficiary or obligee thereto.
(b) The Transferee Company may, at any time after the coming into effect
of this Scheme in accordance with the provisions hereof, if so
required, under any law or otherwise, execute deeds of confirmation
in favour of any party to any contract or arrangement to which any of
the Transferor Companies is a party or any writings as may be
necessary to be executed in order to give formal effect to the above
provisions. The Transferee Company shall be deemed to be authorized
to execute any such writings on behalf of the Transferor Companies
and to carry out or perform all formalities or compliances required
for the purposes referred to above on the part of the Transferor
Companies.
12. Upon the coming into effect of this Scheme:
(a) the employees of the Transferor Companies who are in service on the
Appointed Date or the Effective Date (whichever is later), shall
become the employees solely of the Transferee Company on such date
without any break or interruption in service and on terms and
conditions as to remuneration not less favourable than those
subsisting with reference to the respective Transferor Companies on
the said date.
(b) the existing provident fund, gratuity fund, and pension and/or
superannuation fund or trusts created by the Transferor Companies or
any other special funds created or existing for the benefit of the
employees of the Transferor Companies shall be transferred to the
relevant funds of the Transferee Company. In the event that the
Transferee Company does not have its own fund with respect to any
such matters, the Transferee Company shall create its own funds to
which the contributions pertaining to the employees of Transferor
Companies shall be transferred.
PART IV - REORGANIZATION OF CAPITAL
13. (a) Upon the coming into effect of this Scheme, and in consideration of
the transfer of and vesting of the Undertaking and the Liabilities of
the Transferor Companies in the Transferee Company in terms of this
Scheme, the Transferee Company shall without any further application,
act, instrument or deed, issue and allot to the equity shareholders
of ICICI whose names are recorded in the Register of Members of ICICI
(the "Members"), on a date (hereinafter referred to as the "Record
Date") to be fixed by the Board of Directors of
8
the Transferee Company or a committee of such Board of Directors,
equity shares of Rs. 10/- (Rupees ten only) each, credited as fully
paid up, in the ratio of 1(one) equity share of the face value of Rs.
10/- (Rupees ten only) each in the Transferee Company for every 2
(two) equity shares of the face value of Rs. 10/- (Rupees ten only)
each held in ICICI .
(the above ratio in which the shares of the Transferee Company are to
be allotted to the shareholders of ICICI by the Transferee Company is
hereinafter referred to as the "Share Exchange Ratio").
(b) The share certificates in relation to the shares held by the said
Members in ICICI (and the ADRs that have been issued representing the
underlying shares in ICICI) shall be deemed to have been
automatically cancelled and be of no effect on and from such Record
Date, without any further act, instrument or deed. In so far as the
issue of shares pursuant to sub-clause (a) above is concerned, each
of the said Members of ICICI, shall have the option, exercisable by
notice in writing by the said Members to the Transferee Company on or
before such date as may be determined by the Board of Directors of
the Transferee Company or a committee of such Board of Directors, to
receive either in certificate form or in dematerialised form, the
shares of the Transferee Company in lieu thereof and in terms hereof.
In the event that such notice has not been received by the Transferee
Company in respect of any of the said Members, the shares of the
Transferee Company shall be issued to such Members in certificate
form. Those of the said Members exercising the option to receive the
shares in dematerialised form shall be required to have an account
with a depository participant and shall provide details thereof and
such other confirmations as may be required. It is only thereupon
that the Transferee Company shall issue and directly credit the
demat/dematerialised securities account of such Member with the
shares of the Transferee Company.
(c) No shares shall be issued by the Transferee Company pursuant to the
amalgamation of ICICI Capital and ICICI PFS, both of which are wholly
owned subsidiaries of ICICI.
(d) In respect of equity shares of ICICI where calls are in arrears,
without prejudice to any remedies that ICICI or the Transferee
Company, as the case may be, shall have in this behalf, the
Transferee Company shall not be bound to issue any shares of the
Transferee Company (whether partly paid or otherwise) nor to confirm
any entitlement to such holder until such time as the
calls-in-arrears are paid.
(e) Upon the coming into effect of this Scheme, the Transferee Company
shall issue to the holders of 0.001% preference shares of Rs.
1,00,00,000/- each fully paid-up (the "Preference Shares") of ICICI
one 0.001% preference share of Rs. 1,00,00,000/- fully paid in lieu
of every Preference Share on the same terms and conditions subject to
the approval of the Reserve Bank of India and issue of notification
and/or grant of permission for issuance of such preference shares,
and/or amendment of the Banking Regulation Act, 1949. Provided
however, in case such approval and/or grant of permission and/or
amendment is not forthcoming ICICI will make alternate arrangements
for accounting for the Preference Shares. The Preference Shares of
ICICI shall stand cancelled upon the issuance of the preference
shares by the Transferee Company as aforesaid. Nothing contained in
this Clause shall affect the redemption on maturity of any of the
Preference Shares of ICICI prior to the Effective Date.
14. No fractional certificates shall be issued by the Transferee Company in
respect of fractional entitlements, if any, to any Member. The Board of
Directors of the Transferee Company shall, instead consolidate all such
fractional entitlements and thereupon issue and allot equity shares in
lieu thereof to the Trust or a director or an officer of the Transferee
Company or such other person as the Transferee Company shall appoint in
this behalf who shall hold the shares in trust on behalf of the Members
entitled to fractional entitlements with the express understanding that
such Trust, director(s) or officer(s) or person shall sell the same in the
market at such time or times and at such price or prices in the market and
to such person or persons, as it/he/they deem fit, and pay to the
Transferee Company, the net sale proceeds thereof, whereupon the
Transferee Company shall distribute such net sale proceeds to the Members
of ICICI in proportion to their respective fractional entitlements.
15. Equity shares issued and allotted by the Transferee Company in terms of
Clause 13 shall be subject to the provisions of the Articles of
Association of the Transferee Company and shall rank pari passu in all
respects with the then existing equity shares of the Transferee Company,
including in respect of dividends, if any, that may be declared by the
Transferee Company, on or after the Appointed Date.
16. Equity shares of the Transferee Company issued in terms of Clause 13
above, shall, subject to applicable regulations, be listed or admitted to
trading on the relevant stock exchange/s, whether in India or abroad,
where the equity shares of the Transferee Company are presently listed or
admitted to trading.
9
17. (a) Upon the coming into effect of this Scheme and the issue of shares in
the Share Exchange Ratio, pursuant to Clause 13 above, the Transferee
Company shall instruct its depositary (the "Depositary") to issue
ADRs of the Transferee Company to the existing investors in ADRs of
ICICI in an appropriate manner in accordance with the terms of the
Deposit Agreement entered into amongst the Transferee Company,
Bankers Trust Company and all registered holders and beneficial
owners from time to time of the ADRs of the Transferee Company (the
"Deposit Agreement"). The Transferee Company and the Depositary shall
enter into such further documents as may be necessary and appropriate
in this behalf.
(b) The Transferee Company shall take necessary steps for the issue of
ADRs pursuant to Clause 17(a) above and for listing the ADRs on the
New York Stock Exchange, including without limitation the filing of a
supplemental listing application with the New York Stock Exchange and
any required amendment of the Form F-6 under the Securities Act of
1933, as amended, of the United States of America (the "Securities
Act").
(c) The ADRs issued to the existing investors in the ADRs of ICICI
pursuant to Clause 17(a) above shall be similar in all material
respects with the then existing ADRs of the Transferee Company.
(d) The equity shares underlying the ADRs issued to the existing
investors in the ADRs of ICICI shall not be registered under
Securities Act in reliance upon the exemption from registration
contained in Section 3(a)(10) of the Securities Act, and upon a
no-action letter issued by the staff of the US Securities and
Exchange Commission. To obtain this exemption, the Transferee Company
will rely on the approval of the Scheme by the High Court of
Judicature at Bombay and the High Court of Gujarat at Ahmedabad
following the hearing by each court.
(e) If, on account of the Share Exchange Ratio, fractional ADRs of the
Transferee Company have to be issued, then, in accordance with
Section 4.03 of the Deposit Agreement, in lieu of delivering receipts
for fractional ADRs the Depository may, in its discretion, sell the
shares represented by the aggregate of such fractions, at public or
private sale, at such place or places and at such price or prices as
it may deem proper, and distribute the net proceeds of any such sale
in accordance with the terms of the Deposit Agreement.
PART V - GENERAL TERMS AND CONDITIONS
18. (a) The Transferor Companies and the Transferee Company shall be entitled
to declare and pay dividends, whether interim or final, to their
respective equity shareholders in respect of the accounting period
prior to the Appointed Date. Provided that any such declaration after
the Appointed Date and prior to the Effective Date shall be made with
the prior approval of the Board of Directors of the Transferor
Companies and the Transferee Company.
(b) Until the coming into effect of this Scheme, the holder of equity
shares of the Transferor Companies and the Transferee Company shall,
save as expressly provided otherwise in this Scheme, continue to
enjoy their existing rights under their respective articles of
association including the right to receive dividends.
(c) It is clarified that the aforesaid provisions in respect of
declaration of dividends, whether interim or final, are enabling
provisions only and shall not be deemed to confer any right on any
member of any of the Transferor Companies and/or the Transferee
Company to demand or claim any dividends which, subject to the
provisions of the Act, shall be entirely at the discretion of the
respective Boards of Directors of the Transferor Companies and the
Transferee Company and subject, wherever necessary, to the approval
of the shareholders of the Transferor Companies and the Transferee
Company, respectively.
19. (a) Upon the coming into effect of this Scheme and with effect from the
Appointed Date, for the purpose of accounting for and dealing with
the value of the assets and liabilities of ICICI in the books of the
Transferee Company, the fair value of the assets (after deducting
such provisions as are outstanding in the books of ICICI on the date
immediately preceding the Appointed Date in respect of any asset or
class of assets) and liabilities shall be determined on the Appointed
Date to the satisfaction of the Transferee Company.
(b) Upon the coming into effect of the Scheme and with effect from the
Appointed Date:
(i) If the fair value of any class of assets of ICICI determined in
accordance with sub-clause (a) above is less than the value of
such class of assets appearing in the books of ICICI immediately
prior to the Appointed Date, the assets shall be accounted for
and dealt with in the books of the Transferee Company at the
value appearing in the books of ICICI on the date immediately
preceding the Appointed Date and a provision equal to the
difference between the value appearing in the books of ICICI and
the fair value determined in accordance with sub-clause (a)
above shall be made in the books of the Transferee Company.
10
(ii) If the fair value of any class of assets of ICICI determined in
accordance with sub-clause (a) above is greater than the value
of such class of assets appearing in the books of ICICI
immediately prior to the Appointed Date, the assets shall be
accounted for and dealt with in the books of the Transferee
Company at the fair value.
(iii) Provisions outstanding in the books of ICICI on the date
immediately preceding the Appointed Date in respect of any asset
or class of assets shall be accounted for and dealt with in the
books of the Transferee Company as provisions against the assets
or class of assets against which such provisions were held in
the books of ICICI on the date immediately preceding the
Appointed Date.
(iv) The liabilities of ICICI shall be accounted for and dealt with
in the books of the Transferee Company at the fair value
determined in accordance with sub-clause (a) above.
(c) The excess of the fair value of the net assets of ICICI over the
paid-up value of the shares to be issued and allotted pursuant to the
terms of Clause 13, shall be accounted for and dealt with in the
books of the Transferee Company as follows:
(i) The balance in "Special Reserve Account" of ICICI shall continue
to be designated as Special Reserve Account in the books of the
Transferee Company;
(ii) The balance in "Debenture Redemption Reserve Account" of ICICI
shall continue to be designated as a Debenture Redemption
Reserve Account in the books of the Transferee Company;
(iii) The aggregate balance in "Capital Reserve Account", "Capital
Redemption Reserve Account", "Share Premium Account", "General
Reserve Account", "Profit and Loss Account" and any other
account included in reserves and surplus of ICICI on the date
immediately preceding the Appointed Date shall be reduced by the
provisions created in accordance with sub-clause (b)(i) above
and such further adjustments as may be deemed necessary
including such adjustments as may be required to ensure the
uniform application of accounting standards and policies adopted
by the Transferee Company and the net balance thereof shall be
credited by the Transferee Company to its General Reserve
Account.
(d) (i) Upon the coming into effect of the Scheme and with effect from
the Appointed Date, the assets and liabilities of ICICI Capital
and ICICI PFS shall be accounted for and dealt with in the books
of the Transferee Company at their fair values to be determined
on the Appointed Date to the satisfaction of the Transferee
Company.
(ii) In determining the fair value of the assets and liabilities of
ICICI Capital and ICICI PFS and making the necessary
adjustments, the provisions of sub-clauses (a) to (c) above
shall be applied mutatis mutandis to ICICI Capital and ICICI
PFS.
(iii) An amount equal to the net assets of ICICI Capital and ICICI
PFS shall be credited by the Transferee Company to its General
Reserve Account.
20. Upon the coming into effect of this Scheme:
(a) Clauses V of the Memorandum of Association of the Transferee Company
shall, without any further act, instrument or deed, be and stand
altered, modified and amended pursuant to Sections 94 and 394 and
other applicable provisions of the Act in the manner set forth in
Schedule I hereto.
(b) The Articles of Association of the Transferee Company shall, without
any further act, instrument or deed, be and stand altered, modified
and amended pursuant to Sections 31 and 394 and other applicable
provisions of the Act in the manner set forth in Schedule II hereto.
21. Upon the coming into effect of this Scheme, the Board of Directors of the
Transferee Company shall be reconstituted in accordance with the
provisions of the Act and the Banking Regulation Act, 1949. Provided that,
subject to the approval of the Reserve Bank of India, the maximum number
of Directors on the Board of Directors shall be increased to 21 (exclusive
of the nominee director appointed by the Government of India and the
director as may be nominated pursuant to the trust documents in relation
to the issue of debentures or bonds of the Transferee Company and/or the
Transferor Companies).
22. Upon the coming into effect of this Scheme, the borrowing limits of the
Transferee Company in terms of Section 293 (1)(d) of the said Act, shall
without further act, instrument or deed stand enhanced by an amount
aggregating to Rs.100,550 crore being the aggregate borrowing limits of
the Transferor Companies, such limits being incremental to the existing
limits of the Transferee Company.
11
23. The Transferor Companies shall with all reasonable despatch, make
applications/petitions under Sections 391 and 394 and other applicable
provisions of the Act to the High Court of Judicature at Bombay for
sanctioning of this Scheme and for dissolution of the Transferor Companies
without winding up under the provisions of law, and obtain all approvals
as may be required under law. Upon coming into effect of this Scheme, the
Transferor Companies shall, without any further act, deed, or instrument,
be dissolved without winding-up.
24. The Transferee Company shall also with all reasonable despatch, make
applications/petitions under Sections 391 and 394 and other applicable
provisions of the Act to the High Court of Gujarat at Ahmedabad for
sanctioning of this Scheme under the provisions of law, and obtain all
approvals as may be required under law.
25. (a) The Transferor Companies and the Transferee Company may assent from
time to time on behalf of all persons concerned to any modifications
or amendments or additions to this Scheme or to any conditions or
limitations which either the Boards of Directors of any of the
Transferor Companies and the Transferee Company deem fit, or which
the High Court of Judicature at Bombay and/or the High Court of
Gujarat at Ahmedabad and/or any other authorities (including the
Reserve Bank of India) under law may deem fit to approve of or impose
and which the Transferor Companies and the Transferee Company may in
their discretion deem fit and to resolve all doubts or difficulties
that may arise in carrying out and implementing this Scheme and to
do, authorise and execute all acts, instruments, deeds, matters and
things necessary, or to review the position relating to the
satisfaction of the conditions to this Scheme and if necessary, to
waive any of those (to the extent permissible under law) for bringing
this Scheme into effect. In the event of any of the conditions that
may be imposed by the Courts or other authorities (including the
Reserve Bank of India) which the Transferor Companies or the
Transferee Company may find unacceptable for any reason, then the
Transferor Companies and the Transferee Company are at liberty to
withdraw the Scheme. The aforesaid powers of the Transferor Companies
and the Transferee Company may be exercised by their respective
Boards of Directors, a committee or committees of the concerned Board
of Directors or any director authorised in that behalf by the
concerned Board of Directors (hereinafter referred to as the
"delegates").
(b) For the purpose of giving effect to this Scheme or to any
modifications or amendments thereof or additions thereto, the
delegate of the Transferor Companies and Transferee Company may give
and are authorised to determine and give all such directions as are
necessary including directions for settling or removing any question
of doubt or difficulty that may arise and such determination or
directions, as the case may be, shall be binding on all parties, in
the same manner as if the same were specifically incorporated in this
Scheme.
(c) In the event of there being any pending share transfers, whether
lodged or outstanding, of any shareholder of ICICI, the Board of
Directors or any committee thereof of ICICI shall be empowered in
appropriate cases, even subsequent to the Record Date to effectuate
such a transfer in ICICI as if such changes in registered holder were
operative as on the Record Date, in order to remove any difficulties
arising to the transferor or the transferee of the share in the
Transferee Company and in relation to the new shares after the Scheme
becomes effective.
26. This Scheme is conditional upon and subject to:
(a) the Scheme being agreed to by the requisite majorities of the members
of the Transferor Companies and the Transferee Company as required
under the Act and the requisite orders of the High Court of
Judicature at Bombay and the High Court of Gujarat at Ahmedabad
referred to in Clauses 23 and 24 above being obtained;
(b) the approval of the Reserve Bank of India being obtained;
(c) such other sanctions and approvals including from any governmental
authority or contracting party, if any, as may be required by law or
contract in respect of the Scheme being obtained; and
(d) the certified copies of the court orders referred to in this Scheme
being filed with the Registrar of Companies, Maharashtra, and the
Registrar of Companies, Gujarat.
27. In the event of this Scheme not becoming effective by June 30, 2002 or by
such later date as may be agreed to by the respective Boards of Directors
of the Transferor Companies and the Transferee Company, this Scheme shall
become null and void and in that event no rights and liabilities
whatsoever shall accrue to or be incurred inter se by the parties or their
shareholders or creditors or employees or any other person. In such case
each company shall bear its own costs or as may be mutually agreed amongst
themselves.
28. All costs, charges and expenses, including any taxes and duties of the
Transferor Companies and Transferee Company respectively in relation to or
in connection with this Scheme and incidental to the completion of the
amalgamation of the Transferor Companies in pursuance of this Scheme shall
be borne and paid by ICICI.
12
Schedule I
Amendment to the Memorandum of Association
Clause V of the Memorandum of Association of the Transferee Company shall stand
modified and amended by deleting the Clause and replacing it with the
following:
"The authorized capital of the Company shall be Rs. 2,250,00,00,000
divided into 1,90,00,00,000 shares of Rs. 10/- 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 reduce the capital of the Company and to divide
the shares in the capital for the time being into several classes and to
attach thereto respectively such preferential, cumulative, convertible,
guarantee, qualified or other special rights, privilege, condition or
restriction, 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 or the legislative provisions for the time
being in force."
13
Schedule II
Amendments to the Articles of Association
The Articles of Association of the Company shall stand modified and amended in
the following manner.
1. By deleting the definition of ICICI in Article 3.
2. By deleting Article 5(a) and replacing it with the following: -
"5(a) The Authorised Share Capital of the Company is Rs. 2,250,00,00,000
divided into 1,90,00,00,000 equity shares of Rs. 10/- each and 350
preference shares of Rs. 1 crore each."
3. By inserting the word 'debentures' in Article 10(a) after the word
'shares' and before the words 'or other interest....'.
4. By inserting a new Article 80A as follows:
"The Company may purchase its own shares in the manner provided for in
Section 77A of the Act."
5. By deleting Article 99(b) and replacing it with the following:
"99(b) If there be no Chairman or if at any meeting he shall not be
present within 15 minutes after the time appointed for holding such
meeting, or is unwilling to act, the Managing Director shall be
entitled to act as the Chairman of such meeting failing which the
Non-Rotational Directors present may choose one of their number to
act as Chairman of the meeting and in default of their doing so,
the Members present shall choose one of the Directors to take the
Chair and if no Directors present be willing to take the Chair, the
Members present shall choose one of their number to be the Chairman
of the meeting."
6. By deleting Article 113 and replacing it with the following:
"113 (a) on a show of hands, every Member present in person shall have
one vote; and
(b) on a poll, the voting rights of Members shall be as provided in
Section 87 of the Act, but will be subject to the ceiling of ten
per cent of the total voting rights or such other percentage as
may be stipulated by Section 12(2) of the Banking Regulation
Act."
7. By deleting Article 126 and replacing it with the following:
"126 Until otherwise determined by a General Meeting, the number of
Directors shall not be less than three or more than 21 excluding
the Government Director (referred to in Article 128A) and the
Debenture Director (referred to in Article 129) (if any)."
8. By deleting Article 128 and replacing it with the following:
"128 Not more than one-third of the total number of Directors shall be
non-rotational Directors and, except for the Debenture Director and
the Government Director, such non-rotational Directors (hereinafter
referred to as the "Non-Rotational Directors") shall be appointed
by the Board of Directors of the Company. The remaining Directors
shall be persons whose period of office is liable to determination
by rotation and subject to the provisions of the Act shall be
appointed by the Company in General Meeting."
9. By inserting a new Article 128A after the existing Article 128:
"128A(a) During such time as the Guarantee Agreement dated March 14, 1955
or the Guarantee Agreement dated July 15, 1959 or the Guarantee
Agreement dated October 28, 1960 or the Guarantee Agreement dated
February 28, 1962, between the President of India and The
International Bank for Reconstruction and Development shall
remain in force the President of India shall have the right from
time to time to appoint one person as a Director of the Company
and to remove such person from office and on a vacancy being
caused in such office from any cause whether by resignation,
death, removal or otherwise to appoint a Director in the vacant
place. The Company shall be entitled to agree with the President
of India for the appointment of a Director of the Company by the
President of India as contemplated by this Article in respect of
any future advance or advances by the Government of India or in
respect of any guarantee or guarantees that may be given by the
Government of India in connection with the Company's future
borrowings from The International Bank for Reconstruction and
Development or any other financial institution. The Director
appointed under this Article is herein referred to as "the
Government Director" and the term "Government Director" means the
Director for the time being in office under this Article. The
14
Government Director shall not be liable to retire by rotation or
be removed from office except by the President of India as
aforesaid. Subject as aforesaid the Government Director shall be
entitled to the same rights and privileges and be subject to the
same obligations as any other Director of the Company."
10. By inserting the following sentence at the end of Article 132 after the
words "...or the Central Government.":
"No Director who is a Government servant shall be entitled to receive any
remuneration under this Article or other provisions of these presents
except as authorised by the Government."
11. By inserting a new Article 132A after the existing Article 132:
"132A Subject to the provisions of Article 132 in the case of a
Government servant, the Directors may allow and pay to any
Director who is not a bona fide resident of the place where a
meeting is held and who shall come to such place for the purpose
of attending a meeting such sum as the Directors may consider
fair compensation for travelling, hotel and other expenses in
addition to his remuneration as above specified and the Directors
may from time to time fix the remuneration to be paid to any
member or members of their body constituting a committee
appointed by the Directors in terms of these presents and may pay
the same."
12. By inserting a new Article 132B after the Article 132A:
"132B Subject to the provisions of Article 132 in the case of a
Government servant if any Director, being willing, shall be
called upon to perform extra services or to make any special
exertions in going out or residing at a particular place or
otherwise for any of the purposes of the Company, the Company may
remunerate such Director either by fixed sum or otherwise as may
be determined by the Directors and such remuneration may be
either in addition to or in substitution for his remuneration
above provided."
13. By deleting Article 140(b)(iii)
14. By deleting Article 142 and replacing it with the following:
"142 At every Annual General Meeting of the Company, one third of such
Directors for the time being as are liable to retire by rotation
or if their number is not three or a multiple of three, then the
number nearest to onethird, shall retire from office. The
Debenture Directors, the Government Directors and the
Non-Rotational Directors, subject to Article 151, shall not be
subject to retirement under this Article."
15. By deleting the words "nomination of ICICI Directors by ICICI" in Article
149(d) and replacing it with the words "appointment of the Non-Rotational
Directors".
16. By inserting the words "or a Non-Rotational Director" instead of the words
"or a Nominee Director" in Article 150(a).
17. By deleting Article 151(a) and replacing it with the following:
"151(a) Subject to the provisions of the said Acts and these presents,
the Board of Directors of the Company shall be entitled to
appoint from time to time, one or more of the Non-Rotational
Directors to act as the Whole-time or Executive Chairman and
Managing Director or Part-time Chairman or Whole-time Chairman
(hereinafter referred to as the "Executive Chairman") or a
Managing Director or Managing Director(s) and/ or Whole-time
Director or Whole-time Director(s) of the Company (hereinafter
referred to as the "Managing Director") for such term not
exceeding five years at a time as the Board of Directors may
think fit to manage the affairs and business of the Company and
may from time to time (subject to provisions of any contract
between him and the Company) may remove or dismiss him or them
from office and appoint another in his place."
18. By deleting Article 151(b).
19. By deleting Article 151(c).
20. By deleting the following paragraph in Article 155:
"Provide further, that no quorum for a Meeting of the Board shall be
constituted and no such meeting shall proceed to transact any business
unless at least one ICICI Director or his Alternate are present at such
meeting, except where for a particular meeting the said requirement for a
quorum is waived in writing by the ICICI Directors or their Alternates."
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21. By deleting Article 157 and replacing it with the following:
"157 The Directors may subject to the provisions of the Act delegate
any of their powers to Committees consisting of Directors and/or
such other person or persons as they think fit, and they may from
time to time revoke and substitute such delegation. Any Committee
so formed shall in the exercise of the powers so delegated,
conform to any regulations that may from time to time be imposed
on it by the Directors. All acts done by any such Committee in
conformity with such regulations and in fulfilment of the
purposes of its appointment but not otherwise, shall have the
force and the effect as if done by the Board."
22. By deleting Article 159(a) and replacing it with the following:
"159(a) All meetings of the Directors shall be presided over by the
Chairman if present, but if at any meeting of Directors, the
Chairman be not present, at the time appointed for holding the
same, then and in that case the Managing Director shall be
entitled to be the Chairman of such meeting, failing which the
Board shall choose one of the Non-Rotational Directors then
present to preside at the meeting."
23. By deleting Article 161(c).
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