EXHIBIT 1.2
-----------------
Special Adhesive
Stamp Rs.30,000/-
14.12.1993
-----------------
ARTICLES OF ASSOCIATION
OF
ICICI BANK LIMITED
TABLE A EXCLUDED
1. The regulations contained in Table A in the Schedule I of the Companies Act,
1956, shall not apply to the Company except so far as the same are repeated,
contained or expressly made applicable in these presents or by the Act.
2. (a) The regulations for the management of the Company and for the observance
by the Members thereof and their representatives shall, subject as aforesaid
and to any exercise of the statutory powers of the Company in reference to the
repeal or alteration of or addition to its regulations by Special Resolution,
as prescribed or permitted by the Act, be such as are contained in these
presents.
(b) The provisions of the Banking Regulation Act, 1949, shall have
effect notwithstanding anything to the contrary contained in the Memorandum and
Articles of Association of the Company.
INTERPRETATION
3. In these presents, unless there be something in the subject or
context inconsistent therewith:
"The Act" or "the said Act" means "The Companies Act, 1956" and
includes any statutory modification or re-enactment thereof for the
time being in force.
"Board'" or "Board of Directors" means the Board of Directors of the
Company.
"Banking Act" means the Banking Regulation Act, 1949, and includes
any statutory modification or re-enactment thereof for the time being
in force.
"The Company" means ICICI Bank Limited.
"Director" or "Directors" means the Director or Directors of the
Company.
"Financial Year" means the period of twelve months of a calendar year
for which accounts, Balance Sheet and Profit and Loss Account have to
be prepared by the Company.
(1)[ ....]
"Members" means the duly registered holder, from time to time, of the
shares of the Company and includes the subscribers to the Memorandum
of Association but does not include a bearer of a share warrant.
"Month" means calendar month.
"The Office" means the Registered Office for the time being of the
Company.
- ---------------------------------
1 The following definition of the term "ICICI" has been deleted
pursuant to Order dated March 7, 2002 of the High Court of Gujarat at
Ahmedabad in connection with the amalgamation of ICICI Limited, ICICI
Capital Services Limited and ICICI Personal Financial Services
Limited with ICICI Bank Limited.
"ICICI" means The Industrial Credit and Investment Corporation of
India Limited, a public company incorporated under the Indian
Companies Act, 1913.
- ---------------------------------
"These presents" means these Articles of Association as originally
framed or as altered and amended from time to time.
"The Register" means the Register of Members kept by the Company
pursuant to Section 150 (1) of the Act.
"Registrar" means the Registrar of Companies of the State in which
the Office of the Company is for the time being situated.
"Regulatory Agencies" means any authority appointed under the Act or
the Banking Act and includes the Central Government, Company Law
Board, the Registrar or any other authority appointed under the Act
and the Reserve Bank of India acting through any of its duly
authorized officer under the Banking Act or any other authority
authorized to exercise any power under any other law for the time
being in force.
"Reserve Bank" means the Reserve Bank of India established under the
Reserve Bank of India Act, 1934 (2 of 1934).
"The said Acts" means the Act and the Banking Act referred to
collectively.
"The Seal" means the Common Seal for the time being of the Company.
"Writing" or "Written" shall include printing and lithography and any
other mode or modes of representing or reproducing words in a visible
form. Words importing the singular number include where the context
admits or requires the plural number and vice versa.
Words importing the masculine gender only shall include the feminine
gender.
Words importing persons shall include the Central or State
governments, corporations, firms, individuals, trusts, societies,
associations and other bodies, whether incorporated or not.
Subject as aforesaid any words or expression defined in the Act
except where it is repugnant to the subject or context hereof shall
bear the same meaning in these presents.
The marginal notes hereto shall not affect the construction or
meaning hereof.
PRELIMINARY
4. Copies of the Memorandum and Articles of Association of the Company
and every Agreement and every resolution (referred to in Section 192
of the Act) shall be furnished to every Member at his request within
the period and on payment of such sum as may be prescribed by the
Act.
CAPITAL
5. (2)(a) The Authorised Capital of the Company is Rs.1900,00,00,000
divided into 155,00,00,000 equity shares of Rs.10 each and 350
preference shares of Rs.1 crore each.
- ---------------------------------
2. At the time of incorporation, the Authorised Share Capital of the Company
was Rs.300,00,00,000 divided into 30,00,00,000 equity shares of Rs.10/- each.
Pursuant to Order dated March 7, 2002 of the High Court of Gujarat at Ahmedabad
in connection with the amalgamation of ICICI Limited, ICICI Capital Services
Limited and ICICI Personal Financial Services Limited with ICICI Bank Limited,
the Authorised Share Capital was increased to Rs.2,250,00,00,000, being
190,00,00,000 equity shares of Rs.10 each and 350 preference shares of Rs.1
crore each. Thereafter, pursuant to the Special Resolution passed at the 8th
Annual General Meeting of the Company held on September 16, 2002 at Vadodara
and the approval of Reserve Bank of India vide letter dated January 16, 2003,
the Authorised Share Capital was reduced to Rs.1900,00,00,000 divided into
155,00,00,000 equity shares of Rs.10 each and 350 preference shares of Rs.1
crore each.
- ---------------------------------
(b) The Company has power from time to time to increase or
reduce its capital 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,
privileges, conditions or restrictions, as may be
determined by or in accordance with these presents and to
vary, modify or abrogate any such right, privileges or
conditions or restrictions in such manner as may for the
time being be permitted by these presents or the
legislative provisions for the time being in force in that
behalf.
(c) Subject to the provisions of Section 80(1) of the Act, the
Company shall have the power to issue preference shares
which are, or at the option of the Company are to be,
liable to be redeemed. Provided that:
(i) no such shares shall be redeemed except out of
profits of the Company which would otherwise be
available for dividend or out of the proceeds of
a fresh issue of shares made for the purposes of
the redemption;
(ii) no such shares shall be redeemed unless they are
fully paid;
(iii) the premium, if any, payable on redemption must
have been provided for out of the profits of the
Company or the Company's Share Premium Account
before the shares are redeemed; and
(iv) where any such shares are redeemed otherwise than
out of the proceeds of a fresh issue, there
shall, out of profits which would otherwise have
been available for dividend, be transferred to a
reserve fund, to be called the
"Capital Redemption Reserve Account", a sum equal
to the nominal amount of the shares redeemed and
the provisions of the Act relating to the
reduction of the share capital of the Company
shall, apply as if the Capital Redemption Reserve
Account were paid-up share capital of the
Company.
Subject to the rights of the holders of any other shares entitled by
the terms of issue to preferential repayment over the equity shares
in the event of winding up of the Company, the holders of the equity
shares shall be entitled to be repaid the amounts of capital paid up
or credited as paid up on such equity shares and all surplus assets
thereafter shall belong to the holders of the equity shares in
proportion to the amount paid up or credited as paid up on such
equity shares respectively at the commencement of the winding up.
6. The Company shall cause to be kept a Register of Members, an Index of
Members, a Register and Index of Debenture-holders in accordance with
Sections 150, 151 and 152 of the Act.
7. The Directors shall, subject to the provisions of Section 154 of the
Act, have power to close the Register of Members or Debenture-holders
of the Company.
8. The Company may exercise the powers conferred on it by Section 157 of
the Act with regard to the keeping of a foreign register and the
Board may, subject to the provisions of Section 158 of the Act, make
and vary such regulations as it may think fit in respect of the
keeping of any such Register.
9. (a) The Register of Members, the Index of Members, the
Register and Index of Debenture-holders and copies of all
Annual Returns prepared under Section 159 of the Act
together with the copies of certificates and documents
required to be annexed thereto under Section 161 of the Act
shall, except when the Register of Members or
Debenture-holders is closed under the provisions of the Act
or these presents, be kept open to inspection at the Office
on any working day between 11.00 a.m. and 1.00 p.m. or such
other time as the Board may determine, from time to time,
of any Member or Debenture-holder gratis and to inspection
of any other person on payment of such sum as may be
prescribed by the Act.
(b) Any such Member, Debenture-holder or other person may make
extracts therefrom without fee or additional fee as the
case may be or require a copy of any Register, Index or
copy or of any part thereof on payment of such sum as may
be prescribed by the Act. The Directors may at their
discretion reduce or waive the sum payable for each
inspection or extract.
(c) The Company shall send to any Member, Debenture-holder or
other persons, on request, a copy of the Register of
Members, the Index of Members, the Register and Index of
Debenture-holders or any part thereof required under the
Act, on payment of such sum as may be prescribed by the
Act. The copy shall be sent within the period prescribed by
the Act.
10. In accordance with the provisions of the Act:
(a) The shares, 3debentures or other interest of any Member in
the Company shall be movable property, transferable in the
manner provided hereunder.
(b) Each share in the Company shall be distinguished by its
appropriate number.
(c) A certificate under the Common Seal of the Company
specifying any shares held by any Member shall be prima
facie evidence of the title of the Member to such shares.
The shares in the capital of the Company shall be numbered
progressively according to their several denominations and except in
the manner mentioned in these presents, no share shall be subdivided.
11. The Directors shall observe the restrictions as to allotment
contained in Sections 69 and 70 of the Act.
12. Subject to the provisions of the Act and these presents, the shares
in the capital of the Company for the time being (including any
shares forming part of any increased capital of the Company) shall be
under the control of the Directors who may issue, allot or otherwise
dispose of the same or any of them to such persons in such proportion
and on such terms and conditions and either at a premium or at par or
at a discount (subject to compliance with the provisions of Section
79 of the Act and subject to the provisions of the Banking Act) and
at such times as they may from time to time think fit and proper.
13. Subject to the provisions of the Act and these presents, the
Directors may allot and issue shares in the capital of the Company as
payment or part payment for any property sold or goods transferred or
machinery supplied or for services rendered to the Company and any
shares which may be so allotted may be issued as fully paid-up or
partly paid- up shares and if so issued shall be deemed to be fully
paid-up shares or partly paid-up shares.
14. Any unclassified shares (whether forming part of the original capital
or of any increased capital of the Company) may, subject to the
provisions of the Act and these presents, be issued and in particular
such shares may be issued with a preferential or qualified right as
to dividends and in the distribution of the assets of the Company.
- ---------------------------------
3. The word "debentures" has been inserted after the word "Shares" and before
the words "or other interest ..." in Article 10(a) pursuant to the Order dated
March 7, 2002 of the High Court of Gujarat at Ahmedabad in connection with the
amalgamation of ICICI Limited, ICICI Capital Services Limited and ICICI
Personal Financial Services Limited with ICICI Bank Limited
- ---------------------------------
15. In addition to and without derogating from the powers for this
purpose conferred on the Directors under Article 12, the Company in
General Meeting may, subject to the provisions of Section 81 of the
Act, determine that any shares (whether forming part of the original
capital or of any increased capital of the Company) shall be offered
to such persons (whether Members or holders of debentures of the
Company or not) in such proportion and on such terms and conditions
and either at a premium or at par or at a discount (subject to
compliance with the provisions of Section 79 of the Act and subject
to the provisions of the Banking Act), as such General Meeting may
determine and with full power to give to any person (whether a Member
or holder of debentures of the Company or not) the option to call for
or be allotted shares of any class of the Company either at par or at
a premium or subject as aforesaid at discount, such option being
exercisable at such time and for such consideration as may be
directed by such General Meeting or the Company in General Meeting
may, subject to the provisions of Section 81 of the Act, make any
other provisions whatsoever for the issue, allotment or disposal of
any shares.
16. Any application signed by or on behalf of an applicant for shares in
the Company, followed by an allotment of any share therein, shall be
an acceptance of shares within the meaning of these presents and
every person who thus or otherwise accepts any share(s) and whose
name is entered in the Register of Members shall, for the purpose of
these presents, be a Member.
17. The money (if any) which the Directors shall, on the allotment of any
share(s) being made by them, require or direct to be paid by way of
deposit, call or otherwise, in respect of any share(s) allotted by
them, shall immediately on the insertion of the name of the allottee
in the Register of Members as the name of the holder of such shares,
become a debt due to and recoverable by the Company from the allottee
thereof and shall be paid by him accordingly.
18. The Company may issue at a discount shares in the Company of a class
already issued if the following conditions are fulfilled, viz:
(a) the issue of the shares at a discount is authorized by a
resolution passed by the Company in General Meeting and
sanctioned by the Company Law Board;
(b) the resolution specifies the maximum rate of discount at
which the shares are to be issued;
(c) not less than one year has at the date of the issue elapsed
since the date on which the Company was entitled to
commence business; and
(d) the shares to be issued at a discount are issued within two
months after the date on which issue is sanctioned by the
Company Law Board or within such extended time as the
Company Law Board may allow.
19. If, by the conditions of allotment of any shares, the whole or part
of the amount or issue price thereof shall be payable by instalments,
every such instalment shall, when due, be paid up to the Company by
the person who for the time being and from time to time shall be the
registered holder of the share or his legal representative.
20. Where any calls for further share capital are made on shares, such
calls shall be made on a uniform basis on all shares falling under
the same class. For the purposes of this Article, shares of the same
nominal value on which different amounts have been paid up shall not
be deemed to fall under the same class.
21. Save as herein otherwise provided, the Company shall be entitled to
treat the person whose name appears on the Register of Members as the
holder of any share as the absolute owner thereof and, accordingly,
shall not (except as ordered by a court of competent jurisdiction or
as by law required) be bound to recognize any benami trust or equity
or equitable, contingent or other claim to or interest in such share
on the part of any other person whether or not it shall have express
or implied notice thereof.
22. Except to the extent allowed by Section 77 of the Act, no part of the
funds of the Company shall be employed/lent for acquiring the shares
of the Company.
UNDERWRITING COMMISSION
23. The Company may at any time pay a commission to any person for
subscribing or agreeing to subscribe (whether absolutely or
conditionally) for any shares, debentures or other securities of the
Company or procuring or agreeing to procure subscriptions (whether
absolute or conditional) for any shares, debentures or other
securities of the Company but so that if the commission in respect of
the shares, debentures or other securities shall be paid or payable
out of the capital, the statutory conditions and requirements shall
be observed and complied with and the amount or rate of commission
shall not exceed the rates prescribed by the Act and the Banking Act.
The commission may be paid or satisfied in cash or in shares,
debentures or other securities of the Company or partly in one and
partly in the other. The Company may also, on any issue of shares,
debentures or other securities pay such brokerage as may be lawful.
CERTIFICATES
24. (a) The certificates of shares shall be issued in
accordance with the provisions of the Companies (Issue of
Share Certificates) Rules, 1960.
(b) Unless prohibited by any provision of law or of any order
of any court, tribunal or other authority, the Company
shall, within three months or such extended period as may
be permitted pursuant to the provisions of the Act after
the allotment of any of its shares, debentures, debenture
stock and within two months after the application for the
registration of the transfer of any such shares,
debentures, debentures stock, deliver the certificates of
all shares, debentures, debenture stock allotted or
transferred.
25. (a) A certificate may be renewed or a duplicate of a
certificate may be issued if such certificate:
(i) is proved to have been lost or destroyed; or
(ii) having been defaced or mutilated or torn, is
surrendered to the Company; or
(iii) has no further space on the back thereof for
endorsement of transfer.
(b) The manner of issue or renewal of a certificate or issue of
a duplicate thereof, the form of a certificate (original or
renewed) or of a duplicate thereof, the particulars to be
entered in the Register of Members or in the Register of
renewed or duplicate certificates, the form of such
Registers, the fee on payment of which, the terms and
conditions, if any, including terms and conditions as to
evidence and indemnity and the payment of out-of-pocket
expenses incurred by the Company in investigating evidence,
on which a certificate may be renewed or a duplicate
thereof may be issued, shall be such as prescribed by the
Companies (Issue of Share Certificates) Rules, 1960, or any
other Rules in substitution or modification thereof.
26. (a) If and whenever, as a result of issue of new shares,
the consolidation or subdivision of shares, any Member
becomes entitled to any fractional part of a share, the
Directors may subject to the provisions of the Act and
these presents and to the directions, if any, of the
Company in General Meeting:
(i) issue to such Member fractional certificate or
certificates representing such fractional part.
Such fractional certificate or certificates shall
not be registered, nor shall they bear any
dividend until exchanged with other fractional
certificates for an entire share. The Directors
may, however, fix the time within which such
fractional certificates are to be exchanged for
an entire share and may extend such time and if
at the expiry of such time, any fractional
certificates shall be deemed to be cancelled and
the Directors shall sell the shares represented
by such cancelled fractional certificates for the
best price reasonably obtainable; or
(ii) to sell the shares represented by all such
fractional parts for the best price reasonably
obtainable.
(b) In the event of any shares being sold, in pursuance of
sub-article (a) (ii) above, the Directors shall pay and
distribute to and amongst the persons entitled, in due
proportion the net sale proceeds thereof.
(c) For the purpose of giving effect to any such sale, the
Directors may authorize any person to transfer the shares
sold to the purchaser thereof, comprised in any such
transfer and he shall not be bound to see to the
application of purchase money nor shall his title to the
shares be affected by any irregularity or invalidity in the
proceedings in reference to the same.
CALLS
27. The Directors may from time to time make such calls as they think fit
upon the Members in respect of all moneys unpaid on the shares held
by them, respectively, and not by the conditions of allotment thereof
made payable at fixed times and each Member shall pay the amount of
every call so made on him to the person and at the times and places
appointed by the Directors. A call may be made payable by
instalments.
28. A call shall be deemed to have been made at the time when the
resolution of the Directors authorizing such call was passed and may
be made payable by Members on such date or at the discretion of the
Directors on such subsequent date as shall be fixed by the Directors.
29. Not less than 14 days' notice of every call shall be given,
specifying the time and place of payment, provided that before the
time for payment of such call, the Directors may by notice in writing
to the Members revoke or postpone the same.
30. The Directors may from time to time, at their discretion, extend the
time fixed for the payment of any call by such Member(s) for such
cause as the Directors may deem fit, but no Member(s) shall be
entitled to such extension save as a matter of grace and favour.
31. If by the terms of issue of any share or otherwise any amount is made
payable at any fixed time or by instalments at fixed times, whether
on account of the amount of the share or by way of premium, every
such amount or instalment shall be payable as if it were a call duly
made by the Directors and of which due notice has been given and all
the provisions herein contained in respect of calls shall relate to
such amount or instalment accordingly.
32. If the sum payable in respect of any call or instalment be not paid
on or before the day appointed for payment thereof, the holder for
the time being or the allottee of the share in respect of which a
call shall have been made or the instalment shall be due, shall pay
interest on the same at such rate as the Directors shall fix from
time to time from the day appointed for the payment thereof to the
date of actual payment, but the Directors may, in their absolute
discretion, waive payment of such interest wholly or in part.
33. Neither a judgement nor a decree in favour of the Company for calls
or other moneys due in respect of any shares nor any part payment or
satisfaction thereunder nor the receipt by the Company of a portion
of any money which shall from time to time be due from any Member in
respect of any shares either by way of principal or interest nor any
indulgence granted by the Company in respect of payment of any money
shall preclude the forfeiture of such shares as herein provided.
34. The Directors may, if they think fit, receive from any Member willing
to advance the same, all or any part of the moneys due upon the
shares held by him beyond the sums actually called up, and upon the
moneys so paid in advance or so much thereof as from time to time
exceeds the amount of the calls then made upon the shares in respect
of which such advance has been made the Company may pay interest at
such rate as the Member paying such sum in advance and the Directors
agree upon and the Directors may at any time repay the amount so
advanced upon giving to such Member one month's notice in writing.
35. No Member shall be entitled to receive any dividend or to exercise
any privilege as a Member until he shall have paid all calls for the
time being due and payable on every share held by him whether alone
or jointly with any person, together with interest and expenses, if
any.
36. On the trial or hearing of any action or suit brought by the Company
against any Member or his legal representatives for the recovery of
any moneys claimed to be due to the Company in respect of his shares,
it shall be sufficient to prove that the name of the Member, in
respect of whose shares the moneys are sought to be recovered, is
entered in the Register of Members as a Member/one of the Members at
or any subsequent date on which the moneys sought to be recovered are
alleged to have become due on the shares and that the resolution
making the call is duly recorded in the Minute book and the notice of
such call was duly given to the Member, holder or joint-holder or his
legal representatives sued in pursuance of these presents. It shall
not be necessary to prove the appointment of Directors who made such
call, nor that the quorum of Directors was present at the Board at
which any such call was made nor that the Meeting at which any such
call was made had been duly convened or constituted nor any other
matter whatsoever but the proof of the matters aforesaid shall be
conclusive evidence of the debt.
FORFEITURE, SURRENDER AND LIEN
37. If any Member fails to pay the whole or any part of any call or
instalment or any money due in respect of any share(s) either by way
of principal or interest on or before the day appointed for the
payment of the same, the Directors may at any time thereafter during
such time as the call or instalment or any part thereof or other
moneys remain unpaid or a judgement or decree in respect thereof
remains unsatisfied in whole or in part serve a notice on such Member
or on the person (if any) entitled to the share(s) by transmission
requiring him to pay such call or instalment or such part thereof or
other moneys as remain unpaid together with any interest that may
have accrued and all expenses (legal or otherwise) that may have been
incurred by the Company by reason of such non-payment.
38. The notice shall name a day not being less than 14 days from the date
of the notice and the place or places on and at which such call or
instalment or such part or other moneys as aforesaid and such
interest and expenses as aforesaid are to be paid. The notice shall
also state that in the event of non-payment at or before the time and
at the place appointed the share(s) in respect of which the call was
made or instalments is payable will be liable to be forfeited.
39. If the requisition of any such notice as aforesaid is not complied
with any of the share(s) in respect of which such notice has been
given may, at any time thereafter before payment of all calls or
instalments, interest and expenses or the money due in respect
thereof, be forfeited by a resolution of the Directors to that
effect. Such forfeiture shall include all dividends declared in
respect of the forfeited share(s) and not actually paid before the
forfeiture.
40. When any share(s) shall have been so forfeited an entry of the
forfeiture with the date thereof shall be made in the Register of
Members.
41. Any share(s) so forfeited shall be deemed to be the property of the
Company and may be sold, re-allotted or otherwise disposed of either
to the original holder thereof or to any other person upon such terms
and in such manner as the Directors shall think fit.
42. The Directors may at any time before any share(s) so forfeited shall
have been sold, re- allotted or otherwise disposed of, annul the
forfeiture thereof upon such conditions as they think fit.
43. The forfeiture of share(s) shall involve the extinction at the time
of the forfeiture, of all interest in and all claims and demand
against the Company in respect of the share(s) and all other rights
incidental to the share(s), except only such of those rights as by
these presents are expressly saved.
44. Any Member whose share(s) has/have been forfeited shall,
notwithstanding the forfeiture, be liable to pay and shall forthwith
pay to the Company all calls, instalments, interest, expenses and
other moneys owing upon or in respect of such shares at the time of
the forfeiture together with further interest thereon from the time
of the forfeiture until payment at such rate as the Directors may
determine and the Directors may enforce the payment of the whole or a
portion thereof if they think fit but shall not be under any
obligation to do so.
45. A certificate in writing under the hand of any Director or the
Secretary or such other person as may be authorized from time to time
that the call in respect of share(s) was made and that the forfeiture
of share(s) was made, by a resolution of the Directors to that
effect, shall be conclusive evidence of the fact stated therein as
against all persons entitled to such share.
46. The Company may receive consideration, if any, given for the share(s)
on any sale, re- allotment or other disposition thereof and the
person to whom such share(s) is sold, re- allotted or disposed of may
be registered as the holder of the share(s) and shall not be bound to
see to the application of the consideration, if any, nor shall his
title to the share(s) be affected by any irregularity or invalidity
in the proceedings in reference to the forfeiture, sale, re-allotment
or other disposal of the share(s).
47. Upon sale, re-allotment or other disposal under the provisions of
these presents, the certificate or certificates originally issued in
respect of the relative share(s) shall (unless the same shall on
demand by the Company have been previously surrendered to it by the
defaulting Member) stand cancelled automatically and become null and
void and of no effect and the Directors shall be entitled to issue a
new certificate or certificates in respect of such share(s) to the
person(s) entitled thereto.
48. The provisions of these Articles as to the forfeiture shall apply in
the case of non-payment of any sum which by terms of issue of
share(s) become payable at a fixed time, as if the same had been
payable by virtue of a call duly made or notified.
49. The Company shall have no lien on its fully-paid shares. In the case
of partly paid-up shares, the Company shall have a first and
paramount lien on every share for all moneys that remain unpaid
together with any interest that may have accrued and all expenses
(legal or otherwise) that may have been incurred by the Company by
reason of non-payment of calls. Any such lien shall extend to all
dividends from time to time declared in respect of such shares.
Unless otherwise agreed, the registration of a transfer of shares
shall operate as a waiver of the Company's lien, if any, on such
shares.
50. For the purpose of enforcing such lien, the Directors may sell the
shares subject thereto in such manner as they think fit, but no sale
shall be made unless some sum in respect of which the lien exists is
presently payable nor until notice in writing of the intention to
sell shall have been served on such Member or the person (if any)
entitled by transmission to the shares and default shall have been
made by him in payment of the sum presently payable for 14 days after
such notice.
51. The net proceeds of any such sale after payment of the costs of such
sale shall be applied in or towards the satisfaction of the debt or
liability in respect whereof the lien exists so far as the same is
presently payable and the residue (if any) paid to the Member or the
person (if any) entitled by transmission to the shares so sold.
Provided that the amount so paid to such Member or person shall not
exceed the amount received by the Company from such Member or person
towards such shares.
52. The Directors may, subject to the provisions of the Act, accept a
surrender of any share(s) from or any Member desirous of surrendering
on such terms as they think fit.
TRANSFER AND TRANSMISSION OF SHARES
53. The Company shall keep a book to be called the "Register of
Transfers" and therein shall fairly and distinctly enter the
particulars of every transfer or transmission of any share.
54. The Company shall not register a transfer of shares in, or debentures
of, the Company, unless in accordance with the provisions of Section
108 of the Act, a proper instrument of transfer duly stamped and
executed by or on behalf of the transferor and by or on
behalf of the transferee and specifying the name, address and
occupation, if any, of the transferee has been delivered to the
Company along with the certificate relating to the shares or
debentures, or if no such certificate is in existence, along with the
letter of allotment of the shares or debentures.
Provided that where on an application in writing made to
the Company by the transferee and bearing the stamp
required for an instrument of transfer, it is proved to the
satisfaction of the Directors that the instrument of
transfer signed by or on behalf of the transferor and by or
on behalf of the transferee has been lost, the Company may
register the transfer on such terms as to indemnity as the
Board may think fit.
Provided further that nothing in this Article shall
prejudice any power of the Company to register as
shareholder or debenture-holder any person to whom the
right to any shares in, or debentures of, the Company has
been transmitted by operation of law.
55. A transfer of the shares or other interest in the Company of a
deceased Member thereof made by his legal representative shall,
although the legal representative is not himself a Member, be as
valid as if he had been a Member at the time of the execution of the
instrument of transfer.
56. (a) An application for the registration of a transfer of
any share(s), debenture(s) or any other securities or other
interest of a Member in the Company may be made either by
the transferor or by the transferee.
(b) Where the application is made by the transferor and relates
to partly paid shares, the transfer shall not be
registered, unless the Company gives notice of the
application to the transferee and the transferee makes no
objection to the transfer within two weeks from the receipt
of the notice.
(c) For the purpose of sub-article (b) above, notice to the
transferee shall be deemed to have been duly given if it is
despatched by prepaid registered post to the transferee at
the address given in the instrument of transfer and shall
be deemed to have been duly delivered at the time at which
it would have been delivered in the ordinary course of
post.
(4)(d) Acquisition of shares by a person/group which would
take in the aggregate his/her/its holding to a level of 5
per cent or more of the total issued capital of the Bank
(or such other percentage as may be presribed by the
Reserve Bank of India from time to time) should be effected
by such buyer(s) after obtaining prior approval of the
Reserve Bank of India. The term 'group' will have the same
meaning as contained in Section 2(e) of the Monopolies and
Restrictive Trade Practices Act, 1969.
57. Nothing in these presents shall prejudice the powers of the Company
to refuse to register the transfer of any shares.
58. The transferor shall be deemed to remain the holder of such shares
until the name of the transferee is entered in the Register of
Members in respect thereof.
59. (a) Notwithstanding anything contained in Articles 54, 55
and 56 but subject to the provisions of Section 111 of the
Act and subject to the provisions of the Securities
Contracts (Regulation) Act, 1956 and the Rules and
Regulations made thereunder and other applicable laws and
the Banking Act, the Directors may, at their absolute and
uncontrolled discretion, decline to register or acknowledge
any transfer of shares and by giving reasons for such
refusal and in particular may so decline in respect of the
shares upon which the Company has a lien or whilst any
moneys in respect of the shares desired to be transferred
or any of them remain unpaid and such refusal shall not be
affected by the fact that the proposed transferee is
already a Member. Provided that registration of any
transfer shall not be refused on the ground of the
transferor being either alone or jointly with any other
person or persons indebted to the Company on any account
whatsoever.
- ---------------------------------
4. Sub-Article No. 56(d) inserted under Article No. 56 vide Resolution adopted
by the Members of the Company at their Seventh Annual General Meeting held on
Monday, June 11, 2001.
(b) Without prejudice to the foregoing provisions and without
limiting in any manner the generality of the above
provisions, the Directors of the Company may, at their
absolute and uncontrolled discretion, refuse to register
the transfer of any shares or other securities of the
Company being shares or securities issued by the Company in
favour of any transferee whether individual, firm, group,
constituent of a group, Body Corporate or Bodies Corporate
under the same management or otherwise and whether in his
or its own name or in the name of any other person if the
total nominal value of the shares or other securities
intended to be so transferred exceeds, or together with the
total nominal value of any shares or others securities
already held in the Company by such individual, firm,
group, constituent of a group, Body Corporate or Bodies
Corporate under the same management or otherwise will
exceed one per cent of the paid-up equity share capital of
the Company or, if the Directors are satisfied that as a
result of the proposed transfer of any shares or securities
or block of shares or securities of the Company, a change
in the composition of the Board of Directors or change in
the controlling interest of the Company is likely to take
place and that such change would be prejudicial to the
interest of the Company or to the public interest. For the
purpose of this Article, the Directors of the Company shall
be entitled, inter alia, to rely upon this Article to form
its own opinion as to whether such registration of transfer
of any of its shares or other securities exceeding one per
cent of the paid-up equity share capital of the Company
should be refused or not.
(c) Notwithstanding anything to the contrary, the restrictive
provisions contained in the preceding sub-article (b) shall
not apply to the transfer of any shares or other securities
made to and representing the own investment of any of the
following:
(i) public financial institutions within the meaning
of Section 4A of the Act;
(ii) public sector banks;
(iii) multilateral agencies, foreign banks and
institutions; and
(iv) public sector mutual funds being mutual funds
sponsored, promoted or managed by a public
financial institution or a public sector bank.
60. If the Company refuses to register the transfer of any shares, it
shall, within two months from the date on which the instrument of
transfer is delivered to the Company, send to the transferee and the
transferor notice of the refusal.
61. Subject to the provisions of the Act, no transfer shall be made to a
person who is of unsound mind. The Directors may at their absolute
discretion approve a minor, becoming a Member of the Company on such
terms as the Directors may stipulate.
62. The instrument of transfer shall, after registration, be retained by
the Company and shall remain in its custody. All the instruments of
transfer which the Directors may decline to register shall on demand
be returned to the persons depositing the same. The Directors may
cause to be destroyed all transfer deeds lying with the Company after
such period as may be prescribed.
63. The executors or administrators of a deceased Member or a holder of a
Succession Certificate or other legal representative in respect of
shares of a deceased Member where he was a sole or only surviving
holder shall be the only person whom the Company will be bound to
recognize as having any title to the shares registered in the name of
such Member and the Company shall not be bound to recognize such
executors, administrators or holder unless such executors or
administrators shall have first obtained probate or Letters of
Administration or such holder is the holder of a Succession
Certificate or other legal representation as the case may be, from a
court of competent jurisdiction.
Provided that in any case where the Directors, at their
absolute discretion, think fit, the Directors may dispense
with production of probate or Letters of Administration or
Succession Certificate or other legal representation and
under
Article 64 register the name of any person who claims to be
absolutely entitled to the share standing in the name of a
deceased Member as a Member.
64. Any person becoming entitled to any share in consequence of the
death, lunacy, bankruptcy or insolvency of any Member or by any
lawful means other than by a transfer in accordance with these
presents, may, with the consent of the Directors (which they shall
not be under any obligation to give) upon producing such evidence
that he sustains the character in respect of which he proposes to act
under this Article or of his title as the Directors shall require,
either be registered as a Member in respect of such shares or may
subject to the regulations as to transfer contained in these presents
transfer such shares to some other person. This Article is in these
presents referred to as the "Transmission Clause".
65. The Directors shall have the same right to refuse to register a
person entitled by transmission to any shares or his nominee as if he
were the transferee named in an ordinary transfer presented for
registration.
66. Every transmission of a share shall be verified in such manner as the
Directors may require and the Company may refuse to register any
transmission until the same be so verified or until or unless an
indemnity be given to the Company with regard to such registration
which the Directors, at their discretion, shall consider sufficient,
provided nevertheless that there shall not be any obligation on the
Company or the Directors to accept any indemnity.
67. A fee not exceeding the prescribed amount may be charged in respect
of the transfer or transmission to the same party of any number of
shares of any class or denomination subject to such maximum on any
one transfer or transmission as may from time to time be fixed by the
Directors. Such maximum may be a single fee payable on any one
transfer or on transmission of any number of shares of one class or
denomination or may be on a graduated scale varying with the number
of shares of any one class comprised in one transfer or transmission
or may be fixed in any other manner as the Directors may, at their
discretion, determine. The Directors in their absolute discretion may
reduce or waive any fee payable.
68. The Company shall incur no liability or responsibility whatever in
consequence of their registering or giving effect to any transfer of
shares made or purporting to be made by the apparent legal owner
thereof (as shown or appearing in the Register of Members) to the
prejudice of persons having or claiming any equitable right, title or
interest to or in the same shares notwithstanding that the Company
may have had notice of such equitable right, title or interest or
notice prohibiting registration of such transfer, and may have
entered such notice or referred thereto in any book of the Company
and the Company shall not be bound or required to regard or attend or
give effect to any notice which may be given to them of any equitable
right, title or interest or be under any liability whatsoever for
refusing or neglecting to do so though it may have been entered or
referred to in some book of the Company but the Company shall
nevertheless be at liberty to regard and attend to any such notice
and give effect thereto, if the Directors shall so think fit.
CONVERSION OF SHARES INTO STOCK
69. The Company may, by Ordinary Resolution:
(a) convert any paid-up shares into stock; and
(b) reconvert any stock into paid-up shares of any
denomination.
70. The holders of stock may transfer the same or any part thereof in the
same manner as, and subject to the same regulations under which, the
shares from which the stock arose might, before the conversion, have
been transferred, or as near thereto as circumstances admit.
Provided that the Board may from time to time fix the
minimum amount of stock transferable, so, however, that
such minimum shall not exceed the nominal amount of the
shares from which the stock arose.
71. The holders of stock shall, according to the amount of stock held by
them, have the same rights, privileges and advantages as regards
dividends, voting at meetings of the Company and other matters, as if
they held the shares from which the stock arose; but no such
privilege or advantage (except participation in the dividends and
profits of the Company and in the assets on winding up) shall be
conferred by an amount of stock which would not, if existing in
shares, have conferred that privilege or advantage.
72. Such of the regulations of the Company (other than those relating to
share warrants) as are applicable to paid-up shares shall apply to
stock and the words, "share" and "shareholder" in those regulations
shall include "stock" and "stockholder" respectively.
INCREASE, REDUCTION AND ALTERATION OF CAPITAL
73. The Company may from time to time increase its share capital by
issuing new shares, subject to the provisions of the Banking
Regulation Act, 1949.
74. The new shares (except such of them as shall be unclassified shares
subject to the provisions of Article 14) shall, subject to the
provision of the Act and these presents, be issued upon such terms
and conditions and with such rights and privileges annexed and in
particular such shares may be issued with a preferential or qualified
right to dividends and in distribution of the assets of the Company.
Any preference share so issued shall be redeemable within such period
as may be prescribed.
75. The new shares (resulting from an increase of capital as aforesaid)
may, subject to the provision of the Act and these presents, be
issued or disposed of by the Company in General Meeting or by the
Directors under their powers in accordance with the provisions of
Articles 12, 13, 14, 15 and the following provisions:
(a) (i) such new shares shall be offered to the
persons who, at the date of the offer, are
holders of the equity shares of the Company in
proportion, as nearly as circumstances admit, to
the capital paid up on those shares at that date;
(ii) the offer aforesaid shall be made by notice
specifying the number of shares offered and
limiting a time not being less than 15 days from
the date of the offer within which the offer, if
not accepted, will be deemed to have been
declined;
(iii) the offer aforesaid shall be deemed to include a
right exercisable by the persons concerned to
renounce the shares offered to him or any of them
in favour of any other person and the notice
referred to in clause (ii) above shall contain a
statement of this right; and
(iv) after the expiry of the time specified in the
notice aforesaid, or on receipt of earlier
intimation from the person to whom such notice is
given that he declines to accept the shares
offered, the Board of Directors may dispose them
of in such manner as they think most beneficial
to the Company.
(b) Nothing in clause (iii) of sub-article (a) above shall be
deemed;
(i) to extend the time within which the offer should
be accepted; or
(ii) to authorize any person to exercise the right of
renunciation for a second time on the ground that
the person in whose favour the renunciation was
first made has declined to take the shares
comprised in the renunciation.
(c) Nothing in Article 75 of these presents shall apply to the
increase of the subscribed capital of the Company caused by
the exercise of an option attached to the debentures issued
or loans raised by the Company:
(i) to convert such debentures or loans into shares
in the Company; or
(ii) to subscribe to shares in the Company.
76. In addition to and without derogating from the powers for the purpose
conferred on the Directors under Article 15 the Company in General
Meeting may, in accordance with the provisions of Section 81 of the
Act, determine that any shares (whether forming part of the original
capital or of any increased capital of the Company) shall be offered
to such persons (whether Members or holders of debentures of the
Company or not) in
such proportion and on such terms and conditions and either at a
premium or at par or at a discount, (subject to compliance with the
provisions of Section 79 of the Act) as such General Meeting shall
determine.
77. Except so far as otherwise provided by the conditions of issue or by
these presents any capital raised by the creation of new shares shall
be considered part of the original capital and shall be subject to
the provisions herein contained with reference to the payment of
calls and instalments, transfer and transmission, forfeiture, lien,
surrender, voting and otherwise.
78. The Company may from time to time by Special Resolution reduce its
share capital (including the Capital Redemption Reserve Account, if
any) in any way authorized by law and, in particular, may pay off any
paid-up share capital upon the footing that it may be called up again
or otherwise and may if and so far as necessary alter its Memorandum
and Articles of Association reducing the amount of its share capital
and of its shares accordingly.
79. The Company may in General Meeting by Ordinary Resolution alter the
condition of shares of its Memorandum and Articles of Association as
follows:
(a) Consolidate and divide all or any of its share capital into
shares of larger amount than its existing shares.
(b) Subdivide shares or any of them into shares of smaller
amount than originally fixed by the Memorandum, subject
nevertheless to the provisions of the Act in that behalf.
(c) Cancel shares which, at the date of such General Meeting,
have not been taken or agreed to be taken by any person and
diminish the amount of its share capital by the amount of
the shares so cancelled.
80. The Directors may, at their absolute discretion, refuse applications
for the subdivision of share certificates, debenture or bond
certificates into denominations of less than the marketable lot
except when such subdivision is required to be made to comply with a
statutory provision or an order of a competent court of law.
(5)80A The Company may purchase its own shares in the manner provided for in
Section 77A of the Act.
MODIFICATION OF CLASS RIGHTS
81. (a) If, at any time, the share capital of the Company is
divided into different classes of shares, the rights and
privileges attached to the shares of any class may, subject
to the provisions of the Act, and whether or not the
Company is being wound up, be varied, modified, commuted,
affected or abrogated with the consent in writing of the
holders of not less than three-fourths of the issued shares
of that class or with the sanction of a Special Resolution
passed at a separate meeting of the holders of the issued
shares of that class.
- ---------------------------------
5. Article 80A has been inserted pursuant to the Order dated March 7, 2002 of
the High Court of Gujarat at Ahmedabad in connection with the amalgamation of
ICICI Limited, ICICI Capital Services Limited and ICICI Personal Financial
Services Limited with ICICI Bank Limited.
- ---------------------------------
(b) This Article is not to derogate from any power the Company
would have had if this Article were omitted and the right
of the dissentient shareholders being holders of not less
in the aggregate than 10 per cent of the issued shares of
that class, being persons who did not consent to or vote in
favour of the Resolution for the variation, to apply to the
Court to have the variations or modifications cancelled as
provided in Section 107 of the Act.
JOINT-HOLDERS
82. Where two or more persons are registered as the holders of any share,
they shall be deemed to hold the same as joint tenants with benefits
of survivorship, subject to the following and other provisions
contained in these presents
(a) The Company shall be entitled to decline to register more
than three persons as the joint-holders of any share.
(b) The joint-holders of any share shall be liable severally as
well as jointly for and in respect of all calls and other
payments which ought to be made in respect of such share.
(c) On the death of any such joint-holder, the survivor or
survivors shall be the only person or persons recognized by
the Company as having any title to the share but the
Directors may require such evidence of death as they may
deem fit and nothing herein contained shall be taken to
release the estate of a deceased joint-holder from any
liability on shares held by him jointly with any other
person.
(d) Any one of such joint-holders may give effectual receipts
for any dividends or other moneys payable in respect of
such share.
(e) Only the person whose name stands first in the Register of
Members as one of the joint-holders of any share shall be
entitled to delivery of the certificate relating to such
share or to receive notice (which expression shall be
deemed to include all documents mentioned in Article 191
from the Company and any notice given to such person shall
be deemed notice to all the joint-holders.
(f) Any one of two or more joint-holders may vote at any
meeting, either personally or by attorney or by proxy, in
respect of such share as if he were solely entitled thereto
and if more than one of such joint holders be present at
any meeting personally or by proxy or by attorney then,
that one of such persons so present whose name stands first
or higher (as the case may be) in the Register in respect
of such share shall alone be entitled to vote in respect
thereof but the other or others of the joint-holders shall
be entitled to be present at the meeting, provided always
that a joint-holder present at any meeting personally shall
be entitled to vote in preference to a joint-holder present
by attorney or by proxy although the name of such
joint-holder present by attorney or proxy stands first or
higher (as the case may be) in the Register in respect of
such shares. Several executors or administrators of a
deceased Member in whose (deceased Member's) sole name any
share stands shall, for the purpose of this clause, be
deemed joint-holders.
BORROWING POWERS
83. Subject to the relevant provisions of the Act, the Board of Directors
may from time to time, by a resolution passed at a meeting of the
Board, borrow moneys and may generally raise and secure the payment
of such sum or sums in such manner and upon such terms and conditions
in all respects as they think fit and in particular by the issue of
bonds, perpetual or redeemable debentures or debenture stock or any
mortgage or charge or
other security on the undertaking or the whole or any part of the
property of the Company (both present and future) including its
uncalled capital for the time being.
Provided that the Directors shall not borrow moneys, where
moneys to be borrowed together with the moneys borrowed by
the Company, apart from temporary loans obtained in its
ordinary course of business and except as otherwise
provided hereafter, shall exceed the aggregate of the
paid-up capital of the Company and its free reserves, that
is to say, reserves not set apart for any specific purpose.
Provided, however, that:
(a) nothing contained hereinabove shall apply to any
sums of moneys borrowed by the Company from any
other banking companies or from the Reserve Bank of
India, State Bank of India or any other bank
established by or under any law for the time being
in force;
(b) acceptance by the Company in the ordinary course of
business of deposits of moneys shall not be deemed
to be borrowing of moneys by the Company for the
purpose aforesaid.
Provided, further, that the Company shall not create
(a) charge upon any unpaid capital of the Company; and
(b) a floating charge on-the undertaking or any property
of the Company or any part thereof unless the
creation of such floating charge is certified in
writing by the Reserve Bank of India as provided in
the Banking Act.
84. Any bonds, debentures, debenture stock or other securities issued or
to be issued by the Company shall be under the control of the
Directors who may issue them upon such terms and conditions and in
such manner and for such consideration as they shall consider to be
for the benefit of the Company.
85. Debentures, debenture stock, bonds or other securities may be made
assignable free from any equities between the Company and the person
to whom the same may be issued.
86. Subject to the provision of the said Acts, any bonds, debentures,
debenture stock or other securities may be issued at a discount,
premium or at par and with any special privileges as to redemption,
surrender, drawing, allotment of shares, appointment of Directors or
otherwise.
87. If any uncalled capital of the Company is included in or charged by
any mortgage or other security, the Directors may authorize the
person in whose favour such mortgage or security is executed or any
other person in trust for him to make calls on the Members in respect
of such uncalled capital and the provisions hereinbefore contained in
regard to calls shall mutatis mutandis apply to calls made under such
authority and such authority may be made exercisable either
conditionally or unconditionally and either presently or contingently
and either to the exclusion of the Directors' power or otherwise and
shall be assignable if expressed so to be.
88. The Directors shall cause a proper register to be kept in accordance
with the provisions of Section 143 of the Act of all mortgages and
charges specifically affecting the property of the Company and shall
duly comply with the requirements of the Act in regard to
registration of mortgages and charges and in regard to inspection to
be given to creditors or Members of the Register of Charges and of
copies of instruments creating charges.
Such sum as may be prescribed by the Act shall be payable by any
person other than a creditor or Member of the Company for each
inspection of the Register of Charges.
MEETINGS
89. The Company shall, in each year, hold, in addition to any other
meetings, a general meeting which shall be styled as its "Annual
General Meeting" in accordance with the provisions of Section 166 of
the Act.
90. All general meetings other than Statutory General Meeting and the
Annual General Meetings shall be called Extraordinary General
Meetings.
91. The Board of Directors may, whenever they think fit, and shall, on
the requisition of such number of Members of the Company as is
specified in sub-article (c) of this Article forthwith proceed and
call an Extraordinary General Meeting of the Company and in case of
such requisition the following provisions shall apply:
(a) The requisition shall set out the matters for the
consideration of which the meeting is to be called, shall
be signed by the requisitionists and shall be deposited at
the Registered Office of the Company.
(b) The requisition may consist of several documents in like
form, each signed by one or more requisitionists.
(c) The number of Members entitled to requisition a meeting
with regard to any matter shall be such number of them as
hold at the date of the deposit of the requisition, not
less than one-tenth of such of the paid-up capital of the
Company as at that date carries the right of voting in
regard to that matter.
(d) Where two or more distinct matters are specified in the
requisition, the provisions of sub-article (c) above shall
apply separately in regard to each such matter and the
requisition shall accordingly be valid only in respect of
those matters in regard to which the condition specified in
that sub-article is fulfilled.
(e) If the Board does not, within 21 days from the date of the
deposit of a valid requisition in regard to any matters,
proceeds duly to call a meeting for the consideration of
those matters on a day not later than 45 days from the date
of the deposit of the requisition, the meeting may be
called by the requisitionists themselves or by such of the
requisitionists as represent either a majority in value of
the paid-up share capital held by all of them or not less
than one-tenth of such of the paid-up share capital of the
Company as is referred to in sub-article (c) above,
whichever is less. However, for the purpose of this
sub-article, the Directors shall, in the case of a meeting
at which a resolution is to be proposed as a Special
Resolution, give such notice thereof as is required by the
Act.
(f) A meeting called under sub-article (e) above by the
requisitionists or any of them:
(i) shall be called in the same manner, as nearly as
possible, as that in which meetings are to be
called by the Board, but
(ii) shall not be held after the expiration of three
months from the date of the deposit of the
requisition.
Provided that nothing contained in clause (ii) of sub-article (f)
shall be deemed to prevent a meeting duly commenced before the expiry
of the period of three months aforesaid, from adjourning to some day
after the expiry of that period.
(g) Where two or more persons hold any share or interest in the
Company jointly, a requisition or a notice calling a
meeting, signed by one or some only of them
shall, for the purposes of this Article have the same force
and effect as if it had been signed by all of them.
(h) Any reasonable expense incurred by the requisitionists by
reason of the failure of the Board to call a meeting shall
be repaid to the requisitionists by the Company and any sum
so repaid shall be retained by the Company out of any sums
due or to become due from the Company by way of fees or
other remuneration for their services to such of the
Directors as were in default.
92. (a) A General Meeting of the Company may be called by
giving not less than 21 day's notice in writing.
(b) A General Meeting may be called after giving shorter notice
than that specified in sub-article (a) above if consent is
accorded thereto
(i) in the case of an Annual General Meeting by all
the Members entitled to vote thereat; and
(ii) in the case of any other meeting by Members of
the Company holding not less than 95 per cent of
such part of the paid-up share capital of the
Company gives a right to vote at the meeting.
Provided that where any Members of the Company are entitled
to vote only on some resolution or resolutions to be moved
at a Meeting and not on the others, those Members shall be
taken into account for the purposes of this sub-article in
respect of the former resolution or resolutions and not in
respect of the latter.
93. (a) Every notice of a meeting of the Company shall specify
the place and the day and hour of the meeting and shall
contain a statement of the business to be transacted
thereat.
(b) Notice of every meeting of the Company shall be given:
(i) to every Member of the Company, in any manner
authorized by sub-sections (1) to (4) of Section
53 of the Act;
(ii) to the persons entitled to a share in consequence
of the death or insolvency of a Member by sending
it through the post in a prepaid letter addressed
to them by name or by the title of
representatives of the deceased or assignees of
the insolvent or by any like description, at the
address, if any, in India supplied for the
purpose by the persons claiming to be so entitled
or until such an address has been so supplied, by
giving the notice in any manner in which it might
have been given if the death or insolvency had
not occurred; and
(iii) to the Auditor or Auditors for the time being of
the Company in the manner authorized by Section
53 of the Act in the case of any Member or
Members of the Company.
(c) The accidental omission to give notice to or the
non-receipt of notice by any Member or other person to whom
it should be given shall not invalidate the proceedings at
the meeting.
94. (a) In the case of an Annual General Meeting, all business
to be transacted at the meeting shall be deemed special,
with the exception of business relating to:
(i) the consideration of accounts, Balance Sheet and
reports of the Board of Directors and Auditors;
(ii) the declaration of a dividend;
(iii) the appointment of Directors in the place of
those retiring; and
(iv) the appointment of and the fixing of remuneration
of the Auditors.
(b) In the case of any other meeting, all business shall be
deemed special.
(c) Where any items of business to be transacted at the meeting
are deemed to be special as aforesaid, there shall be
annexed to the notice of the meeting a statement setting
out all material facts concerning each such item of
business, including in particular the nature of the concern
or interest, if any, therein, of every Director and the
Manager, if any.
Provided that where any item of special business as
aforesaid to be transacted at a meeting of the Company
relates to, or affects any other company, the extent of
shareholding interest in that other company of every
Director and the Manager, if any, of the Company shall also
be set out in the statement if the extent of such
shareholding interest is not less than 20 per cent of the
paid-up share capital of that other company.
(d) Where any item of business consists of the according of
approval to any document by the meeting, the time and place
where the document can be inspected shall be specified in
the statement aforesaid.
95. (a) A resolution shall be an Ordinary Resolution when at a
General Meeting of which the notice required under the Act
has been duly given, the votes cast (whether on a show of
hands, or on a poll, as the case may be), in favour of the
resolution (including the casting vote, if any, of the
Chairman) by Members who, being entitled so to do, vote in
person or where proxies are allowed, by proxy, exceed the
votes, if any, cast against the resolution by Members so
entitled and voting.
(b) A resolution shall be a Special Resolution when
(i) the intention to propose the resolution as a
Special Resolution has been duly specified in the
notice calling the General Meeting or other
intimation given to the Members of the
resolution;
(ii) the notice required under the Act has been duly
given of the General Meeting; and
(iii) the votes cast in favour of the resolution
(whether on a show of hands, or on a poll, as the
case may be), by Members who, being entitled so
to do, vote in person, or where proxies are
allowed, by proxy, are not less than three times
the number of the votes, if any, cast against the
resolution by Members so entitled and voting.
96. (a) Where, by any provisions contained in the Act or in
these presents, Special Notice is required of any
resolution, notice of the intention to move the resolution
shall be given to the Company not less than 14 days before
the meeting at which it is to be moved, exclusive of the
day on which the notice is served or deemed to be served
and the day of the meeting.
(b) The Company shall, immediately after the notice of the
intention to move any such resolution has been received by
it, give its Members notice of the resolution in the same
manner as it gives notice of the meeting, or if that is not
practicable, shall give them notice thereof, either by
advertisement in a newspaper having an appropriate
circulation or in any other mode allowed by these presents,
not less than seven days before the meeting.
PROCEEDINGS AT GENERAL MEETING
97. Five members personally present shall be a quorum for a General
Meeting and no business shall be transacted at any General Meeting
unless the requisite quorum be present when the meeting proceeds to
business.
98. No business shall be discussed at any General Meeting except the
election of a Chairman whilst the Chair is vacant.
99. (a) The Chairman, if any, of the Board shall preside as
Chairman at every General Meeting of the Company.
(6)(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.
100. If within half an hour from the time appointed for the General
Meeting, a quorum be not present, the meeting, if convened on the
requisition of shareholders, shall be dissolved and in any other
case, shall stand adjourned to the same day in the next week, at the
same time and place or to such other day and at such other time and
place as the Directors may determine. If at such adjourned meeting
also, a quorum, be not present within half an hour from the time
appointed for holding the meeting, the Members present shall be a
quorum and may transact the business for which the meeting was
called.
- ---------------------------------
6. The following Article 99(b) has been replaced by the above new Article 99(b)
pursuant to the Order dated March 7, 2002 of the High Court of Gujarat at
Ahmedabad in connection with the amalgamation of ICICI Limited, ICICI Capital
Services Limited and ICICI Personal Financial Services Limited with ICICI Bank
Limited.
(b) If there is no such Chairman, or if he is not present within 15
minutes after the time appointed for holding the meeting or is
unwilling to act as Chairman of the meeting, then the Directors
present at the meeting shall elect one of the ICICI Directors
referred to in Article 128 to be Chairman of the meeting and
failing which, the Members present and voting shall choose one
of their Members to be Chairman of the meeting.
- ---------------------------------
101. (a) The Chairman may, with the consent of any meeting at
which a quorum is present, and shall, if so directed by the
meeting, adjourn the meeting from time to time, and from
place to place.
(b) No business shall be transacted at any adjourned meeting
other than the business left unfinished at the meeting from
which the adjournment took place.
(c) When a meeting is adjourned for more than 30 days, notice
of the adjourned meeting shall be given as in the case of
an original meeting.
(d) Save as aforesaid, it shall not be necessary to give any
notice of the adjournment or of the business to be
transacted at an adjourned Meeting.
102. At any General Meeting a resolution put to the vote of the meeting
shall be decided on a show of hands unless a poll is (before or on
the declaration of the result of the show of hands) demanded in the
manner hereinafter mentioned and unless a poll is so demanded, a
declaration by the Chairman that a resolution has, on a show of
hands, been carried unanimously or by a particular majority or lost
and an entry to that effect in the book of
the proceedings of the Company shall be conclusive evidence of the
fact, without proof of the number of proportion of the votes recorded
in favour of or against such resolution.
103. (a) Before or on the declaration of the result of the
voting on any resolution on a show of hands, a poll may be
ordered to be taken by the Chairman of the meeting of his
own motion and shall be ordered to be taken by him on a
demand made in that behalf by any Member or Members present
in person or by proxy and holding shares in the Company:
(i) which confer a power to vote on the resolution
not being less than one-tenth of the total voting
power in respect of the resolution; or
(ii) on which an aggregate sum of not less than Rs.
50,000/- has been paid up.
(b) The demand for a poll may be withdrawn at any time by the
person who made the demand.
104. (a) If a poll is demanded on the election of a Chairman or
on a question of adjournment, it shall be taken forthwith
and without adjournment.
(b) A poll demanded on any other question shall be taken at
such time not being later than 48 hours from the time when
the demand was made, as the Chairman may direct.
105. On a poll taken at a meeting of the Company, a Member entitled to
more than one vote or his proxy or other person entitled to vote for
him as the case may be, need not, if he votes, use all his votes or
cast in the same way all the votes he uses.
106. (a) Where a poll is to be taken, the Chairman of the
meeting shall appoint two scrutineers to scrutinize the
votes given on the poll and to report thereon to him.
(b) The Chairman shall have power, at any time before the
result of the poll is declared, to remove a scrutineer from
office and to fill vacancies in the office of the
scrutineer arising from such removal or from any other
cause.
(c) Of the two scrutineers appointed under this Article, one
shall always be a Member (not being an officer or employee
of the Company) present at the meeting, provided that such
a Member is available and willing to be appointed.
107. (a) Subject to the provisions of the Act, the Chairman of
the meeting shall have power to regulate the manner in
which a poll shall be taken.
(b) The result of the poll shall be deemed to be the decision
of the meeting on the resolution on which the poll was
taken.
108. In the case of an equality of votes, whether on a show of hands or on
a poll, the Chairman of the meeting at which the show of hands takes
place or at which the poll is demanded, shall be entitled to a
casting vote in addition to his own vote or votes to which he may be
entitled as a Member.
109. The demand for a poll shall not prevent the continuance of a meeting
for the transaction of any business other than the question on which
the poll has been demanded.
110. The Company shall cause Minutes of all proceedings of General
Meetings to be entered in books kept for that purpose. The Minutes of
each meeting shall contain a fair and correct summary of the
proceedings thereat. All appointments of officers made at any of the
meetings shall be included in the Minutes of the meeting. Any such
Minutes, if
purporting to be signed by the Chairman of the meeting at which the
proceedings took place or in the event of death or inability of that
Chairman, by a Director duly authorized by the Board for the purpose,
shall be evidence of the proceedings.
111. The books containing Minutes of proceedings of General Meetings of
the Company shall be kept at the Registered Office of the Company and
shall be open to the inspection of any Member without charge, between
11 a.m. and 1 p.m. on all working days.
112. Any Member shall be entitled to be furnished within the prescribed
period after he has made a request in that behalf to the Company with
a copy of any Minutes referred to above on payment of such sum as may
be prescribed by the Act.
VOTES OF MEMBERS
113 (a) on a show of hands, every Member present in person
shall have one vote; and
- ---------------------------------
7. The following Article 113 has been replaced by the above new Article 113
pursuant to the Order dated March 7, 2002 of the High Court of Gujarat at
Ahmedabad in connection with the amalgamation of ICICI Limited, ICICI Capital
Services Limited and ICICI Personal Financial Services Limited with ICICI Bank
Limited
113. Subject to any rights or restrictions for the time being attached to
any class or classes of shares:
(a) on a show of hands, every Member present in person shall
have one vote, and shall be governed by the ceiling of one
per cent of the total voting rights as stipulated by
Section 12 (2) of the Banking Regulation Act; and
(b) on a poll, the voting rights of Members shall be as
provided by Section 87 of the Act, but will be subject to
the restrictions and limitations as prescribed by or under
the Banking Regulation Act.
- ---------------------------------
(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.
114. A Member of unsound mind or in respect of whom an order has been made
by any court having jurisdiction in lunacy may vote, whether on a
show of hands or on a poll, by his committee or other legal guardian
and any such committee or guardian may, on a poll, vote by proxy.
115. A Body Corporate (whether a company within the meaning of the Act or
not) may, Corporates if it is a Member, by resolution of its Board of
Directors or other governing body authorize such person as it thinks
fit to act as its representative at any meeting of the Company in
accordance with the provisions of Section 187 of the Act. The
production at the meeting of a copy of such resolution duly signed by
one Director of such Body Corporate or by a member of its governing
body and certified by him as being a true copy of the resolution
shall on .production at the meeting be accepted by the Company as
sufficient evidence of the validity of his appointment.
116. Any person entitled under the Transmission Clause to transfer any
shares may vote at the General Meetings in respect thereof as if he
was the registered holder of such shares provided that atleast 48
hours before the time of holding the meeting or adjourned meeting as
the case may be at which he proposes to vote he shall satisfy the
Directors of his right to transfer such shares unless the Directors
shall have previously admitted his right to vote at such meeting in
respect thereof.
117. (a) Any Member of the Company entitled to attend and vote
at a meeting of the Company shall be entitled to appoint
another person (whether a Member or not) as his proxy to
attend and vote instead of himself but a proxy so appointed
shall not have any right to speak at the meeting.
(b) In every notice calling a meeting of the Company, there
shall appear with reasonable prominence a statement that a
Member entitled to attend and vote is entitled to appoint a
proxy to attend and vote instead of himself and that a
proxy need not be a Member.
118. Votes may be given either personally or by attorney or by proxy or,
in the case of a Body Corporate, by a representative duly authorized
as aforesaid.
119. Every instrument of proxy whether for a specified meeting or
otherwise shall be in writing under the hand of the appointee or his
attorney authorized in writing or if such appointee is a Body
Corporate, under its Common Seal or the hand of an officer or an
attorney duly authorized by it and shall, as nearly as circumstances
will admit, be in the form specified in Schedule IX of the Act.
120. No person shall act as proxy unless the instrument of his appointment
and the power of attorney or other authority, if any, under which it
is signed or a notarially certified copy of that power or authority
shall have been deposited at the Office at least 48 hours before the
time for holding the meeting at which the person named in the
instrument of proxy proposes to vote and in default the:instrument
appointing the proxy shall not be treated as valid. No attorney shall
be entitled to vote unless the power of attorney or other instrument
appointing him as attorney or a notarially certified copy thereof has
either been registered in the records of the Company at any time not
less than 48 hours before the time of the meeting at which the
attorney proposes to vote or is deposited at the Office not less than
48 hours before the time of such meeting as aforesaid.
Notwithstanding that a power of attorney or other authority has been
registered in the records of the Company, the Company may by notice
in writing addressed to the Member or the attorney at least seven
days before the date of a meeting require him to produce the original
Power of Attorney or authority and unless the same is thereupon
deposited with the Company not less than 48 hours before the time
fixed for the meeting the attorney shall not be entitled to vote at
such meeting unless the Directors, at their absolute discretion,
excuse such non-production and deposit. Every Member entitled to vote
at a meeting of the Company or on any resolution to be moved thereat
shall be entitled during the period beginning 24 hours before the
time fixed for the commencement of the meeting and ending with the
conclusion of the meeting to inspect the proxies lodged at any time
during the business hours of the Company provided that not less than
three days notice in writing of the intention so to inspect is given
to the Company.
121. If any such instrument of appointment be confined to the object of
appointing a proxy or substitute for voting at meetings of the
Company, it shall remain permanently or for such time As the
Directors may determine, in the custody of the Company and if
embracing other objects a copy thereof, examined with the original,
shall be delivered to the Company to remain in the custody of the
Company.
122. A vote given in accordance with the terms of an instrument of proxy
shall be valid notwithstanding the previous death of the principal or
revocation of the proxy or of any Power of Attorney under which such
proxy was signed or the transfer of the share in respect of which the
vote is given, provided that no intimation in writing of the death,
revocation or transfer shall have been received at the Office of the
Company before the meeting.
123. No objection shall be made to the validity of any vote except at the
meeting or poll at which such vote shall be tendered and every vote
whether given personally or by proxy not disallowed at such meeting
or poll, shall be deemed valid for all purposes of such meeting or
poll whatsoever.
124. The Chairman of any meeting shall be the sole judge of the validity
of every vote tendered at such meeting. The Chairman present at the
taking of a poll shall be the sole judge of the validity of every
vote tendered at such poll.
125. Any Member whose name is entered in the Register of Members of the
Company shall enjoy the same rights and be subject to the same
liabilities as all other Members of the same class.
DIRECTORS
(8)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).
127. The persons hereinafter named are the First Directors of the Company
(a) Shri Parampally Vasudeva Maiya
(b) Shri Girish Sumanlal Mehta
(c) Shri Sethumadhava Rao Ragothaman
The First Directors shall retire at the first Annual General Meeting.
(8)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.
- ---------------------------------
8. The following Articles 126 and 128 have been replaced by the above new
Articles 126 and 128 respectively and a new Article 128A has been inserted
pursuant to the Order dated March 7, 2002 of the High Court of Gujarat at
Ahmedabad in connection with the amalgamation of ICICI Limited, ICICI Capital
Services Limited and ICICI Personal Financial Services Limited with ICICI Bank
Limited
126. Until otherwise determined by a General Meeting, the number of
Directors shall not Number of Directors be less than three or more
than 12.
128. (a) One-third of the total number of Directors shall be
non-retiring Directors and, except for the Debenture
Director, such non-rotational Directors (including
Executive Chairman or Chairman and Managing Director or
Non-executive Chairman, Managing Director) hereinafter
referred to as the "ICICI Directors/ Nominee Directors"
shall be appointed by ICICI. The balance Directors shall be
persons whose period of office is liable to determination
by rotation and subject to the provisions of the Act, and
shall be appointed by the Company in General Meeting.
(b) (i) ICICI shall have the power to remove the
Nominee Directors from office, with or without
cause, and in the event of vacancy being caused
in such office, by death, disability,
resignation, removal or otherwise, to appoint
another or others in the place(s) falling vacant;
and
(ii) any appointment or removal of a Nominee Director
shall be by a notice in writing addressed to the
Company and the appointment or removal shall take
effect forthwith upon such notice being delivered
to the Company.
(c) The Board of Directors of the Company shall have no power
to remove from office any Nominee Director.
(d) Subject to the provisions of the Act and rules framed
thereunder, the Company shall pay the Nominee Directors,
sitting fees and reimbursement of expenses and other fees
and commission or reimbursement to which other Directors of
the Company are entitled and pay or reimburse to ICICI any
expenses that may be incurred by ICICI or such Nominee
Directors in connection with their appointment or
directorship.
- ---------------------------------
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 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.
129. Any trust documents covering the issue of debentures or bonds of the
Company may provide for the appointment of a Director (in these
presents referred to as the "Debenture Director") for and on behalf
of the holders of the debentures or bonds for such period as is
therein provided not exceeding the period for which the
debentures/bonds or any of them shall remain outstanding and for the
removal from office of such Debenture Director and on a vacancy being
caused whether by resignation, death, removal or otherwise for
appointment
of a Debenture Director in the vacant place. The Debenture Director
shall not be liable to retire by rotation or be removed from office
except provided as aforesaid.
130. (a) The Board of Directors may appoint an Alternate
Director to act for a Director (hereinafter in this Article
called the "Original Director"), at his suggestion or
otherwise, during his absence for a period of not less than
three months from the state in which meetings of the Board
are ordinarily held.
(b) An Alternate Director appointed under sub-article (a)
above, shall not hold office as such for period longer than
permissible to the Original Director in whose place he has
been appointed and shall vacate office if and when the
Original Director returns to the state in which meetings of
the Board are ordinarily held.
(c) If the term of office of the Original Director is
determined before he so returns to the state aforesaid, any
provision for the automatic re-appointment of retiring
Directors in default of another appointment shall apply to
the Original and not to the Alternate Director.
131. (a) No Director shall be required to hold any qualification
shares of the Company.
(b) No person shall be qualified to be a Director if his
appointment is in contravention of any law or guideline in
force or if by amendment of any law or guideline, his
continuance in office is in contravention of such law or
guideline, he shall immediately vacate his office; on such
vacation he shall not be entitled to any compensation.
132. The fees payable to a Director for attending a meeting of the Board
or Committee thereof shall be decided by the Board of Directors from
time to time within the limits as may be prescribed by the Act or the
Central Government. 9"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."
(9)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.
(10)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.
133. 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 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.
134. Subject to the provision of the said Acts, 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 Directors either by a 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.
135. The Directors shall have the power at any time and from time to time
to appoint, subject to the provisions of these presents, any person
as an Additional Director to the Board but so that the total number
shall not at any time exceed the maximum number fixed for the Board
but any Director so appointed shall hold office only up to the date
of the next Annual General Meeting of the Company and shall then be
entitled for re-election.
- ---------------------------------
9. The above sentence starting with the words "No Directors" and ending with
the words "authorised by the Government" has been inserted in Article 132 as
also a new Article 132A has been inserted pursuant to the Order dated March 7,
2002 of the High Court of Gujarat at Ahmedabad in connection with the
amalgamation of ICICI Limited, ICICI Capital Services Limited and ICICI
Personal Financial Services Limited with ICICI Bank Limited.
10. Article 132B has been inserted pursuant to the Order dated March 7, 2002 of
the High Court of Gujarat at Ahmedabad in connection with the amalgamation of
ICICI Limited, ICICI Capital Services Limited and ICICI Personal Financial
Services Limited with ICICI Bank Limited.
- ---------------------------------
136. If the office of any Director appointed by the Company in General
Meeting is vacated before his term of office expires in the normal
course, the resulting casual vacancy may be filled by the Board of
Directors at a meeting of the Board and the Director so appointed
shall hold office only up to the date up to which the Director in
whose place he is appointed would have held office if it had not been
vacated.
137. Subject to the provisions of the Act, the continuing Directors may
act notwithstanding any vacancy in their body, but so that if the
number falls below the minimum number fixed the Directors shall not,
except in emergencies or for the purpose of filling up vacancies or
for summoning a General Meeting of the Company, act so long as the
number is below the minimum and they may so act notwithstanding the
absence of a necessary quorum.
138. (a) The office of a Director shall become vacant if:
(i) he is found to be of unsound mind by a court of
competent jurisdiction; or
(ii) he applies to be adjudicated an insolvent; or
(iii) he is adjudged an insolvent; or
(iv) he is convicted by a court of any offence
involving moral turpitude and sentenced in
respect thereof to imprisonment for not less than
six months; or
(v) he fails to pay any call in respect of shares
held by him alone or jointly with others within
six months from the last date fixed for the
payment of the call unless the Central Government
has, by notification in the Official Gazette,
removed the disqualification incurred by such
failure; or
(vi) he absents himself from three consecutive
Meetings of the Directors or from all Meetings of
the Directors for a continuous period of three
months, whichever is the longer, without leave of
absence from the Board of Directors; or
(vii) he (whether by himself or by any person for his
benefit or on his account) or any firm in which
he is a partner or any private company of which
he is a Director, accepts a loan or guarantee or
security for a loan from the Company in
contravention of Section 295 of the Act; or
(viii) he acts in contravention of Section 299 of the
Act; or (ix) he becomes disqualified by an order
of the court under Section 203 of the Act; or
(x) he is removed in pursuance of Section 284 of the
Act; or
(xi) he resigns office by notice in writing addressed
to the Company or to the Directors; or
(xii) having been appointed a Director by virtue of his
holding any office or other employment in the
Company, he ceases to hold such office or other
employment in the Company; or
(xiii) he becomes disqualified under Article 131 (b); or
(xiv) he is disqualified for being appointed as a
Director under any of the provisions of either of
the said Acts.
(b) Notwithstanding anything in clauses (iii), (iv) and (ix) of
sub-article (a) above, the disqualification referred to in
those clauses shall not take effect:
(i) for 30 days from the date of adjudication or
sentence or order; or
(ii) where any appeal or petition is preferred within
30 days aforesaid against the adjudication,
sentence or conviction resulting in the sentence
or order until the expiry of seven days from the
date on which such appeal or petition is disposed
of; or
(iii) where, within the seven days aforesaid, any
further appeal or petition is preferred in
respect of the adjudication, sentence, conviction
or order and the appeal or petition, if allowed,
would result in the removal of the
disqualification, until such further appeal or
petition is disposed of.
139. (a) Every Director of the Company who is in any way,
whether directly or indirectly, concerned or interested in
a contract or arrangement or proposed contract or
arrangement entered into or to be entered into, by or on
behalf of the Company, shall disclose the nature of his
concern or interest at a Meeting of the Board of Directors.
(b) (i) In the case of a proposed contract or
arrangement, the disclosure required to be made
by a Director under sub-article (a) above shall
be made at the meeting of the Board at which the
question of entering into contract or arrangement
is first taken into consideration or if the
Director was not, at the date of that meeting,
concerned or interested in the proposed contract
or arrangement at the first meeting of the Board
held after he becomes so concerned or interested;
(ii) in the case of any other contract or arrangement,
the required disclosure shall be made at the
first meeting of the Board held after the
Director becomes concerned or interested in the
contract or arrangement.
(c) (i) For the purpose of sub-articles (a) and (b)
above, a general notice given to the Board by a
Director, to the effect that he is a Director or
a Member of a specified Body Corporate or is a
partner of a specified firm and is to be regarded
as concerned or interested in any contract or
arrangement which may, after the date of the
notice, be entered into with that Body Corporate
or firm shall be deemed to be a sufficient
disclosure of concern or interest in relation to
any contract or arrangement so made;
(ii) any such general notice shall expire at the end
of the financial year in which it is given, but
may be renewed for further periods of one
financial year at a time, by a fresh notice given
in the last month of the financial year in which
it would otherwise expire;
(iii) no such general notice and no renewal thereof
shall be of effect unless it is either given at a
meeting of the Board or the Director concerned
takes reasonable steps to secure that it is
brought up and read at the first meeting of the
Board after it is given.
(d) Nothing in this Article shall be taken to prejudice the
operation of any rule of law restricting a Director of the
Company from having any concern or interest in any
contracts or arrangements with the Company.
(e) Nothing in this Article shall apply to any contract or
arrangement entered into or to be entered into between the
Company and any other company where any of the Directors of
the Company or two or more of them together holds or hold
not more than two per cent of the paid-up share capital in
the other company.
140. (a) No Director of the Company shall, as a Director, take
part in the discussion of, or vote on, any contract or
arrangement entered into or to be entered into, by Board's
proceedings or on behalf of the Company, if he is in any
way, whether directly or indirectly, concerned or
interested in the contract or arrangement; nor shall his
presence count for the purpose of forming a quorum at the
time of any such discussion or vote; and if he does vote,
his vote shall be void.
(b) Sub-article (a) above shall not apply to:
(i) any contract of indemnity against any loss which
the Directors or any one or more of them may
suffer by reason of becoming or being sureties or
a surety for the Company;
(ii) any contract or arrangement entered into or to be
entered into with a public company or a private
company which is a subsidiary of a public
company, in which the interest of the Director
aforesaid consists solely:
o in his being a Director of such company
and the holder of not more than shares
of such number or value therein as is
requisite to qualify him for
appointment as a Director thereof, he
having been nominated as such Director
by the Company, or
o in his being a member holding not more
than two per cent of the paid- up share
capital of such other company.
(11)[(iii) ....]
141. (a) Subject to the provisions of the said Acts, these
presents and any other law for the time being in force, a
Director of the Company may be or become a Director of any
company promoted by the Company or in which he may be
interested as vendor, member or otherwise and no such
Director shall be accountable for any benefits received as
Director or member of such other company.
(b) A Director shall, within 20 days of his appointment to or
relinquishment of his office as Director, Managing
Director, Manager or Secretary in any other Body Corporate,
disclose to the Company the particulars relating to his
office in the other Body Corporate which are required to be
specified under Section 303(l) of the Act.
(c) The Company shall enter the aforesaid particulars in a
Register kept for the purpose in conformity with Section
303 of the Act.
- ---------------------------------
11. The following Article 140(b) (iii) has been deleted pursuant to the Order
dated March 7, 2002 of the High Court of Gujarat at Ahmedabad in connection
with the amalgamation of ICICI Limited, ICICI Capital Services Limited and
ICICI Personal Financial Services Limited with ICICI Bank Limited.
(iii) any contract or agreement entered into or to be entered into with
ICICI in which the interest of a Nominee Director consists solely of his
being a Director or officer of ICICI.
- ---------------------------------
(d) A Director shall give notice in writing to the Company of
his holding of shares and debentures of the Company or its
subsidiary, together with such particulars as may be
necessary to enable the Company to comply with the
provision of Section 307 of the Act. If such notice be not
given at a meeting of the Board, the Director shall take
all reasonable steps to secure that it is brought up and
read at the next meeting of the Board after it is given.
The Company shall enter particulars of a Director's holding
of shares and debentures as aforesaid in a Register kept
for the purpose in conformity with Section 307 of the Act.
(e) If any Director has any interest in any other company,
institution, financial intermediary or any Body Corporate
by virtue of his position as director or partner or with
which he may be associated in any other capacity, then he
shall disclose his interest to the Board of Directors.
ROTATION OF DIRECTORS
(12)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 one-third, 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."
143. The Directors to retire by rotation at every Annual General Meeting
shall be those who have been longest in office since their last
appointment, but as between persons who became Directors on the same
day, those who are to retire shall (unless they otherwise agree among
themselves) be determined by lot.
144. A retiring Director shall be eligible for re-election.
145. The Company at the Annual General Meeting at which a Director retires
in the manner aforesaid may fill up the vacated office by appointing
the retiring Director or some other person thereto.
146. If the place of the retiring Director is not so filled up and the
meeting has. not expressly resolved not to fill the vacancy, the
meeting shall stand adjourned till the same day in the next week, at
the same time and place, or if that day is a public holiday, till the
next succeeding day which is not a public holiday, at the same time
and place, and if at the adjourned meeting also, the place of the
retiring Director is not filled up and that meeting also has not
expressly resolved not to fill the vacancy, the retiring Director
shall be deemed to have been re-appointed at the adjourned meeting,
unless:
(i) at that meeting or at the previous meeting, a resolution
for the re-appointment of such Director has been put to the
meeting and lost;
(ii) the retiring Director has, by a notice in writing addressed
to the Company or the Board of Directors, expressed his
unwillingness to be so re-appointed;
- ---------------------------------
12. The following Article 142 has been replaced by the above new Article 142
pursuant to the Order dated March 7, 2002 of the High Court of Gujarat at
Ahmedabad in connection with the amalgamation of ICICI Limited, ICICI Capital
Services Limited and ICICI Personal Financial Services Limited with ICICI Bank
Limited
142. At every Annual General Meeting of the Company other than the first Annual
General Meeting, one-third of such of the 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 one-third, shall retire from office. The
Debenture Directors and the Nominee Directors, subject to Article 151, shall
not be subject to the retirement under this Article.
- ---------------------------------
(iii) he is not qualified or is disqualified for
appointment;
(iv) a Resolution, whether Special or Ordinary, is
required for his appointment by virtue of any
provisions of the Act;
(v) the provision to sub-article (b) or sub-article
(c) of Article 147 is applicable to the case.
147. (a) At every Annual General Meeting of the Company, a
motion shall not be made for the appointment of two or more
persons as Directors of the Company by a single resolution,
unless a resolution that it shall be so made has first been
agreed to by the meeting without any vote being given
against it.
(b) A resolution moved in contravention of sub-article (a)
above shall be void whether or not objection was taken at
the time to its being so moved.
Provided that where a resolution so moved is passed, no
provision for the automatic re-appointment of retiring
Director, in default of another appointment shall apply.
(c) For the purposes of this Article, a motion for approving a
person's appointment or for nominating a person for
appointment shall be treated as a motion for his
appointment.
148. Subject to the provisions of Sections 252, 255 and 259 of
the Act, the Company may, by Ordinary Resolution from time
to time increase or reduce the number of Directors.
Provided that any increase in the number of Directors
except an increase which is within the permissible maximum
shall not have any effect unless approved by the Regulatory
Agencies whose approval is required under any law for the
time being in force.
149. (a) Subject to the provisions of the said Acts and these
presents, no person, not being a retiring Director, shall
be eligible for election to the office of Directors at any
General Meeting, unless he or some other Member intending
to propose him has, at least 14 days before the meeting,
left at the office of the Company a notice in writing under
his hand signifying his candidature for the office of
Director or the intention of such Member to propose him
along with a deposit of such sum as may be prescribed which
shall be refunded to such person or, as the case may be, to
such Member, if the person succeeds in getting elected as a
Director.
(b) The Company shall inform its Members of the candidature of
a person for the office of Director or the intention of a
Member to propose such person as a candidate for that
office by serving individual notices on the Members not
less than seven days before the meeting.
Provided that it shall not be necessary for the Company to
serve individual notices upon the Members as aforesaid if
the Company advertises such candidature or intention not
less than seven days before the meeting in at least two
newspapers circulating in the place where the Registered
Office of the Company is located, of which one is published
in the English language and the other in the regional
language of that place.
(c) Every person (other than a Director retiring by rotation or
otherwise or a person who has left at the office of the
Company a notice under Section 257 of the Act signifying
his candidature for the office of a Director) proposed as a
candidate for the office of a Director shall sign and file
with the Company his consent in writing to act as a
Director, if appointed.
(d) The Company shall ensure that the appointment of Directors
of the Company in General Meeting and 13appointment of the
Non-rotational Directors and their retirement shall be in
accordance with the provisions of the said Acts.
(e) A person, other than:
(i) a Director re-appointed after retirement by
rotation or immediately on the expiry of his term
of office; or
(ii) an Additional or Alternate Director or a person
filling a casual vacancy in the office of a
Director under Section 262 of the Act, appointed
as a Director or re-appointed as an Additional or
Alternate Director immediately on the expiry of
his term of office; or
(iii) a person named as Director of the Company under
this Article as first registered Shall not act as
a Director of the Company unless he has, within
30 days of his appointment, signed and filed with
the Registrar his consent in writing to act as
such Director.
150. (a) The Company may subject to the provisions of Section
284 of the Act, by Ordinary Resolution remove a Director
(not being a Debenture Director or a 14Non-Rotational
Director) before the expiry of his period of office.
(b) Special Notice shall be required of any resolution to
remove a Director under this Article or to appoint somebody
instead of a Director so removed at the meeting at which he
is removed.
(c) On receipt of notice of a resolution to remove a Director
under this Article, the Company shall forthwith send a copy
thereof to the Director concerned and the
Director (whether or not he is a Member of the Company)
shall be entitled to be heard on the resolution at the
meeting.
(d) Where notice is given of a resolution to remove a Director
under this Article and the Director 13 concerned makes with
respect thereto representations in writing to the Company
(not exceeding a reasonable length) and requests their
notification to Members of the Company, the Company- shall,
unless the representations are received by it too late for
it to do so:
- ---------------------------------
13. The words "nomination of ICICI Directors by ICICI" have been replaced with
the following words "appointment of the Non-Rotational Directors" pursuant to
the Order dated March 7, 2002 of the High Court of Gujarat at Ahmedabad in
connection with the amalgamation of ICICI Limited, ICICI Capital Services
Limited and ICICI Personal Financial Services Limited with ICICI Bank Limited
14. The words " Nominee Director" have been replaced with the following words
"Non-Rotational Director" pursuant to the Order dated March 7, 2002 of the High
Court of Gujarat at Ahmedabad in connection with the amalgamation of ICICI
Limited, ICICI Capital Services Limited and ICICI Personal Financial Services
Limited with ICICI Bank Limited
- ---------------------------------
(i) in any notice of the resolution given to Members
of the Company, state `the fact of the
representations having been made, and
(ii) send a copy of the representations to every
Member of the Company to whom notice of the
meeting is sent (whether before or after receipt
of the representations by the Company) and if a
copy of the representation is not sent as
aforesaid because they were received too late or
because of the Company's default, the Director
may (without prejudice to his right to be heard
orally) require that the representations shall be
read out at the meeting.
Provided that copies of the
representations need not be sent out
and the representations need not be
read out at the meeting, if on the
application either of the Company or of
any other person who claims to be
aggrieved, the Company Law Board is
satisfied that the rights conferred by
this sub-article are being abused to
secure needless publicity for
defamatory matter.
(e) A vacancy created by the removal of a Director under this
Article may, if he had been appointed by the Company in
General Meeting or by the Board, be filled by the
appointment of another Director in his stead, by the
meeting at which he is removed, provided Special Notice of
the intended appointment has been given under sub-article
(b) above. A Director so appointed shall hold office until
the date up to which his predecessor would have held office
if he had not been removed as aforesaid.
(f) If the vacancy is not filled under sub-article (e) of this
Article, it may be filled as a casual vacancy in accordance
with the provisions so far as they may be applicable of
Article 136 and all the provisions of that Article shall
apply accordingly.
Provided that the Director who was removed from
office shall not be reappointed as a Director by
the Board of Directors.
CHAIRMAN - EXECUTIVE CHAIRMAN - CHAIRMAN AND MANAGING DIRECTOR -
MANAGING DIRECTOR - WHOLE-TIME DIRECTOR
(15)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.
16[(b) and (c) ...]
- ------------------------------------
15. The following Article 151(a) has been replaced by the above new Article
151(a) pursuant to the Order dated March 7, 2002 of the High Court of Gujarat
at Ahmedabad in connection with the amalgamation of ICICI Limited, ICICI
Capital Services Limited and ICICI Personal Financial Services Limited with
ICICI Bank Limited
151. (a) Subject to the provisions of the said Acts and these
presents, ICICI shall be entitled to appoint from time to
time, one or more of the ICICI Directors to be Chairman and
Managing Director of the Company to act as the Whole-time
or Executive Chairman and Managing Director of the Company
(hereinafter referred to as the "Executive Chairman") or a
Managing Director or Managing Directors and/or Whole-time
Director or Whole-time Directors of the Company
(hereinafter referred to as the "Managing Director") for
such term not exceeding five years at a time as ICICI 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 or them and the Company) remove or
dismiss him or them from office and appoint another or
others in his or their place or places.
16. The following Articles 151(b) and 151(c) have been deleted pursuant to the
Order dated March 7, 2002 of the High Court of Gujarat at Ahmedabad in
connection with the amalgamation of ICICI Limited, ICICI Capital Services
Limited and ICICI Personal Financial Services Limited with ICICI Bank Limited.
(b) If ICICI has not nominated Executive Chairman or Managing
Director as provided in sub-article (a) above, then subject
to the provisions of the said Acts and these presents, the
Board of Directors of the Company shall have the power to
appoint from time to time one or more of their body to be
the Executive Chairman or Managing Director as the case may
be.
(c) Unless ICICI has exercised its rights to appoint the
Executive Chairman as provided in sub-article (a) above,
ICICI shall have the right to appoint a executive
Chairman.
- -----------------------------------
(d) Subject to the provisions of the said Acts and these
presents, the Executive Chairman or the Managing Director
shall not, while he continues to hold that office, be
subject to retirement by rotation under Article 142, but he
shall be subject to the provisions of any contract between
him and the Company and be subject to the same provisions
as to the resignation and removal as the other Directors of
the Company and he shall ipso facto and immediately cease
to be an Executive Chairman or Managing Director if he
ceases to hold the office of Director from any cause,
provided that if at any time the number of Directors
(including Executive Chairman or Managing Director) as are
not subject to retirement by rotation shall exceed
one-third of the total number of the Directors for the time
being, then the Executive Chairman or Managing Director or
any of them as the Directors may from time to time
determine shall be liable to retirement by rotation in
accordance with Article 142 to the intent that the number
of Directors not liable to retirement by rotation shall not
exceed one-third of the total number of Directors for the
time being.
(e) The remuneration of the Managing Director or Whole-time
Director shall (subject to Section 309 of the Act and other
applicable provisions of the said Acts and these Articles
and of any contract between him and the Company) be fixed
by the Directors, from time to time and may be by way of
fixed salary and/or perquisites or commission on profits of
the Company or by participation in such profits or by any
or all these modes or any other mode not expressly
prohibited by the Act.
(f) Subject to sub-article (d) above, the Managing Director(s)
and/or Whole-time Director(s) so appointed shall not be
liable to retire at any General Meeting of the Company.
(g) Subject to the provisions of Sections 198, 269, 309, 310
and 311 of the Act and also subject to the limitations,
conditions and provisions of Schedule XIII of the Act, the
appointment and payment of remuneration to the Executive
Chairman or Managing Director(s) shall be subject to
approval of the Members in General Meeting.
(h) Subject to the superintendence, control and direction of
the Board, the day-to- day management of the Company shall
be in the hands of the Executive Chairman or Managing
Director, with power to the Board to distribute such
day-to-day management functions in any manner as deemed fit
by the Board, subject to the provisions of the Act and
these presents and shall also be subject to the provisions
of the Banking Regulation Act, 1949.
(i) The Executive Chairman or Managing Director shall not
exercise the powers to: (i) make calls on shareholders in
respect of any money unpaid on the shares in the Company;
(ii) issue debentures;
and except to the extent mentioned in the
Resolution passed at the Board Meeting under
Section 292 of the Act, shall also not exercise
the powers to:
(iii) borrow moneys, otherwise than on debenture;
(iv) invest the funds of the Company; and
(v) make loans, give credits or sign credit notes
exceeding an amount fixed by the Board from time
to time.
PROCEEDINGS OF DIRECTORS' MEETINGS
152. The Directors may meet together for the despatch of business, adjourn
and otherwise regulate their meetings and proceedings as they think
fit.
Provided, however, that the meeting of the Board of Directors
shall be held at least once in every three calendar months and
at least four such meetings shall be held every year.
153. The Chairman may at any time and the Manager, Secretary or such other
officer of the Company as may be authorized by the Directors shall
upon the requisition of a Director convene a meeting of the Board.
154. Notice of every meeting of the Board of Directors of the Company
shall be given in writing to every Director for the time being in
India and at his usual address in India to every other Director.
155. Subject to Section 287 of the Act, the quorum for a meeting of the
Board shall be one- third of its total strength excluding Directors,
if any, whose places may be vacant at the time and any fraction
contained in that one-third being rounded off as one or two
Directors, whichever is higher.
Provided that where at any time the number of interested
Directors exceeds or is equal to two-thirds of the total
strength of the number of remaining Directors, that is to say,
the number of Directors who are not interested, present at the
Meeting being not less than two, shall be the quorum during such
time.
(17)[.....]
For the purposes of this Article:
(i) "total strength" means the total strength of the
Directors of the Company as determined in pursuance
of the Act, after deducting therefrom the number of
the Directors, if any, whose places may be vacant at
the time;
- -----------------------
17 The following para of Article 155 has been deleted pursuant to the Order
dated March 7, 2002 of the High Court of Gujarat at Ahmedabad in connection
with the amalgamation of ICICI Limited, ICICI Capital Services Limited and
ICICI Personal Financial Services Limited with ICICI Bank Limited
"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."
- ---------------------------------
(ii) "interested Director" means any Director whose
presence cannot by reason of Article 140 count
for the purpose of forming a quorum at a meeting
of the Board,
at the time of the discussion or vote on any
matter.
156. (a) If a meeting of the Board could not be held for want of
quorum, then, unless the Directors present at such meeting
otherwise decide, the meeting shall automatically stand
adjourned till the same day in the next week, at the same
time and place, or if that day is a public holiday, till
the next succeeding day which is not a public holiday at
the same time and place.
(b) The provisions of Article 152 shall not be deemed to have
been contravened merely by reason of the fact that a
meeting of the Board which had been called in compliance
with the terms of that Article could not be held for want
of a quorum.
(18)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.
158. The meetings and proceedings of any such Committee shall be governed
by the provisions of these presents for regulating the meetings and
proceedings of the Directors, so far as the same are applicable
thereto and are not superseded by any regulations made by the
Directors under Article 157.
- ----------
18. he following Article 157 has been replaced by the above new Article 157
pursuant to the Order dated March 7, 2002 received from the High Court of
Gujarat at Ahmedabad in connection with the amalgamation of ICICI Limited,
ICICI Capital Services Limited and ICICI Personal Financial Services Limited
with ICICI Bank Limited
157. Subject to the restrictions contained in Section 292 of the Act, the
Board may delegate any of their powers to the Committees of the Board
consisting of at least the Chairman or the Managing Director of the
Company and one ICICI Director (other than Chairman or Managing
Director); and the Board may from time to time revoke and discharge
such Committee of the Board either wholly or in part and either as to
persons or purposes, but every Committee of the Board 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 Board. All acts
done by any such Committee of the Board in conformity with such
regulations and in fulfilment of the purposes of its appointment but
not otherwise, shall have the force and effect as if done by the
Board. The quorum for a meeting of such a Committee shall be two.
- ---------------------------------
(19)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.
(b) Subject to the provisions of Sections 316, 372(5) and 386
of the Act, any question arising at any meeting of the
Board shall be decided by a majority of votes and in case
of equality of votes, the Chairman shall have second or
casting vote.
160. The meeting of the Board of Directors for the time being at which
quorum is present, shall be able to exercise all or any of the
authorities, powers and discretion which by or under the Act or these
presents are vested in or exercisable by the Board of Directors
generally.
161. (a) The Board shall exercise the following powers on behalf
of the Company, and it shall do so only by means of
resolutions passed at its meetings
(i) the power to make calls on shareholders in
respect of money unpaid on their shares;
(ii) the power to issue debentures;
(iii) the power to borrow moneys otherwise than by
debentures;
(iv) the power to invest the funds of the Company; and
(v) the power to make loans.
(b) Provided that the Board may, by a resolution passed at a
meeting, delegate to any Committee of Directors, the Managing
Director, the Manager or any other principal officer of the
Company or in the case of a branch office of the Company, to a
principal officer of the branch office, the powers specified in
clauses (iii), (iv) and (v) of sub-article (a) above to the
extent and subject to the conditions specified in Section 292 of
the Act.
- ---------------------------------
19. The following Article 159(a) has been replaced by the above new Article
159(a) pursuant to the Order dated March 7, 2002 received from the High Court
of Gujarat at Ahmedabad in connection with the amalgamation of ICICI Limited,
ICICI Capital Services Limited and ICICI Personal Financial Services Limited
with ICICI Bank Limited
159. (a) All meetings of the Directors and the Committee shall be presided
over by the Chairman. If at any meeting the Chairman is not present
within fifteen minutes of the time appointed for holding the same,
the Directors present shall choose one of the other ICICI Directors
to be Chairman of such meeting.
- ---------------------------------
(20)[(c ) .......]
162. The Board shall not, except with the consent of the Company, in
General Meeting:
(a) Sell, lease or otherwise dispose of the whole or
substantially the whole, of the undertaking of the Company
or where the Company owns more than one undertaking of the
whole or substantially the whole, of any such undertaking.
(b) Remit or give time for the repayment of, any debt due by a
Director.
(c) Invest, otherwise than in trust securities, the amounts of
compensation received by the Company in respect of the
compulsory acquisition of any such undertaking as is
referred to in sub-article (a) or of any premises or
properties used for any such undertaking and without which
it cannot be carried on or can be carried on only with
difficulty or only after a considerable time.
- ---------------
20. The following Article 161(c) has been deleted pursuant to the Order dated
March 7, 2002 of the High Court of Gujarat at Ahmedabad in connection with the
amalgamation of ICICI Limited, ICICI Capital Services Limited and ICICI
Personal Financial Services Limited with ICICI Bank Limited
(c) Notwithstanding anything contained in sub-article (a) above, the following
matters can be considered only at a meeting of the Board of Directors or
Committee of Directors of the Company at which at least one ICICI Director is
present, hereinafter referred to as the "Fundamental Matters". Resolutions on
Fundamental Matters shall not be effective unless there is a favourable vote of
the majority of ICICI Directors present at the meeting:
(i) any decision to alter or amend or authorize additional
business activities in which the Company may participate;
(ii) any amendment to the Memorandum or Articles of Association
of the Company or any change in the authorized or issued
share capital of the Company;
(iii) any merger involving the Company, any acquisition of
property or asset by the Company or any significant sale of
or other disposition by the Company of any property or
asset, in either case, where the consequence thereof might
have a material effect on the income or financial position
of the Company or any liquidation, dissolution or
bankruptcy of the Company;
(iv) the establishment of any subsidiary, any significant sale
or contribution or other disposition of property or asset
to a subsidiary of the Company and the exercise by the
Company of any shareholder's voting rights for shares of
any subsidiary;
(v) any determination of maximum exposure limit with respect to
categories of the Company's activities;
(vi) the selection and replacement of the Auditors of the
Company, and (vii) any determination of broad policies
regarding staffing, employment and codes of conduct.
- ---------------------------------
(d) Borrow moneys where the moneys to be borrowed together with
the moneys already borrowed by the Company (apart from
temporary loans obtained from the Company's bankers in the
ordinary course of business) will exceed the aggregate
of the paid-up capital of the Company and its free
reserves, that is to say, reserves not set apart for any
specific purpose or;
(i) the expression "temporary loans" means loans repayable on
demand or within six months from the date of the loan or
such higher term, discounting of bills and issues of other
short-term loans of a seasonal nature, but does not include
loans raised for the purpose of financing expenditure of
capital nature; and
(ii) accepting deposits by the Company shall not be considered
as the Company having borrowed moneys for the purpose of
this Article.
(e) Contribute to charitable and other funds not directly
relating to the business of the Company or the welfare of
its employees, any amounts the aggregate of which will, in
any financial year, exceed the prescribed limits.
163. All acts done by any meeting of the Board or of a Committee thereof
or by any person acting as a Director, shall be valid notwithstanding
that it may be afterwards discovered that the appointment of any one
or more of such Directors or of any person acting as aforesaid, was
invalid by reason of defect or disqualification or had terminated by
virtue of any provision contained in the Act or these presents.
Provided that nothing in this Article shall be deemed to give
validity to acts done by a Director after his appointment has been
shown to the Company to be invalid or to have terminated.
164. No Resolution shall be deemed to have been duly passed by the Board
or by a Committee thereof by circulation, unless the Resolution has
been circulated in draft, together with the necessary papers, if any,
to all the Directors, or to all the Members of the Committee, then in
India (not being less in number than the quorum fixed for a meeting
of the Board or Committee, as the case may be) and to all other
Directors or Members, at their usual address in India and has been
approved by such of the Directors as are then in India or by a
majority of such of them, as are entitled to vote on the Resolution.
165. (a) If the requirements as to the constitution of the Board
as laid down in any of the said Acts are not fulfilled at
any time, the Board shall reconstitute such Board so as to
ensure that such requirements are fulfilled.
(b) If, for the purpose of reconstituting the Board under
sub-article (a) above, it is necessary to retire any
Director or Directors, the Board shall, by lots drawn at a
Board Meeting, decide which Director or Directors shall
cease to hold office and such decision shall be binding on
every Director.
(c) Every Director, if he is appointed under any casual or
other vacancy, shall hold office until the date up to which
his predecessor would have held office, if the election had
not been held or, as the case may be, the appointment had
not been made.
(d) No act or proceeding of the Board of Directors of the
Company shall be invalid by reason only of any defect in
the composition thereof or on the ground that it is
subsequently discovered that any of its Members did not
fulfill the requirements of this Article.
POWERS OF DIRECTORS
166. (a) Subject to the provisions of the said Acts, the Board
of Directors shall be entitled to exercise all such powers
and to do all such acts and things, as the Company is
authorised to exercise and do.
Provided that the Board shall not exercise any power to do
any act or thing which is directed or required, by any act
or by the Memorandum or Articles of the Company or
otherwise, to be exercised or done by the Company in
General Meeting.
Provided further that in exercising any such power or doing
any such act or thing, the Board shall be subject to the
provisions contained in that behalf in any Act or in the
Memorandum or Articles of the Company or in any regulations
not inconsistent therewith and duly made thereunder
including regulations made by the Company in General
Meeting.
(b) No regulation made by the Company in General Meeting shall
invalidate any prior act of the Board which would have been
valid if that regulation had not been made.
167. Without prejudice to the general powers conferred by the last
preceding Article and the other powers conferred by these presents
but subject, however, to the provisions of the Act, the Memorandum
and these presents it is hereby expressly declared that the Directors
shall have the following powers.
(a) To pay the costs, charges and expenses preliminary and
incidental to the promotion, formation, establishment and
registration of the Company.
(b) To have an Official Seal for use abroad.
(c) To purchase or otherwise acquire for the Company any
property rights or privileges which the Company is
authorized to acquire at such price and generally on such
terms and conditions as they think fit.
(d) At their discretion to pay for any property or rights or
privileges acquired by or services rendered to the Company,
either wholly or partially in cash or in shares, bonds,
debentures, debenture stock or other securities of the
Company and any such shares may be issued either as fully
paid-up or with such amount credited as paid up thereon as
may be agreed upon and any such bonds, debentures,
debenture stock or other securities may be either
specifically charged upon all or any part of the property
of the Company and its uncalled capital or not so charged.
(e) To insure and keep insured against loss or damage by fire
or otherwise for such period and to such extent as they may
think proper all or any part of the buildings, machinery,
goods, stores, produce and other movable property of the
Company either separately or jointly; also to insure all or
any portion of the goods, produce, machinery and other
articles imported or exported by the Company and to sell,
assign, surrender or discontinue any policies of assurance
effected in pursuance of this power.
(f) To open accounts with any bank or bankers or with any
company, firm or individual and to pay money into and draw
money from any such account from time to time as the
Directors may think fit.
(g) To the extent permissible under the said Acts, to secure
the fulfilment of any contracts or engagements entered into
by the Company by mortgage or charge of all or any of the
property of the Company and its uncalled capital for the
time being or in such other manner as they think fit.
(h) To attach to any shares issued as the consideration or part
of the consideration for any contract with or property
acquired by the Company or in payment for services rendered
to the Company, such conditions as to the transfer thereof
as they think fit.
(i) To accept from any Member, on such terms and conditions as
shall be agreed, a surrender of his shares or stock or any
part thereof.
(j) To appoint any person or persons (whether incorporated or
not) to accept and hold in trust for the Company any
property belonging to the Company or in which it is
interested or for any other purposes and to execute and do
all such acts and things as may be requisite in relation to
any such trust and to provide for the remuneration of such
trustee or trustees.
(k) To institute, conduct, defend, compound or abandon any
legal proceedings by or against the Company or its officers
or otherwise concerning the affairs of the Company and also
to compound and allow time for payment or satisfaction of
any debt due or of any claims or demands by or against the
Company.
(1) To refer any claim or demand by or against the Company to
arbitration and observe and perform the awards.
(m) To act on behalf of the Company in all matters relating to
bankruptcy and insolvency.
(n) To make and give receipts, releases and other discharges
for moneys payable to the Company and for the claims and
demands of the Company.
(o) To determine from time to time who shall be entitled to
sign on the Company's behalf bills, notes, receipts,
acceptances, endorsements, cheques, dividend warrants,
releases, contracts and documents.
(p) To invest and deal with any of the moneys of the Company
whether or not immediately required for the purposes
thereof, upon such securities and in such manner as they
may think fit and from time to time to vary or realize such
investments.
(q) To execute in the name and on behalf of the Company in
favour of any Director or other person who may incur or be
about to incur any personal liability for the benefit of
the Company such mortgages of the Company's property
(present and future) as they think fit and any such
mortgage may contain a power of sale and such other powers,
covenants and provisions as shall be agreed on.
(r) To give to any Director, officer or other person employed
by the Company an interest in any particular business or
transaction or otherwise or a share in the general profits
of the Company and such interest, commission or share of
profits shall be treated as a part of the working expenses
of the Company.
Provided that the share of general profits of the
Company payable to the Directors or to the
officers of the Company or such other person
shall not exceed in the aggregate a sum
equivalent to three per cent of the net profits
of the Company as determined in accordance with
the provisions of Sections 349 and 350 of the
Act.
Provided, further, that this limitation or
restriction on the percentage of net profits
shall not be applicable to any distribution of a
general bonus to employees of the Company.
(s) To provide for the welfare of employees or ex-employees of
the Company or its predecessors in business and the spouse,
widow or widower, father (including stepfather), mother
(including stepmother), brother (including stepbrother),
sister (including stepsister), son (including stepson),
daughter (including stepdaughter), son's widow, daughter's
widower, deceased son's children, deceased daughter's
children or the dependents of such employees or
ex-employees by building or contributing to the building of
houses or dwellings or by grant of money, pensions,
allowances, bonus or other payments or by building or
contributing to the building of houses or dwelling or by
creating and from time to time subscribing or contributing
to provident funds and other associations, institutions,
funds or trusts and by providing or subscribing or
contributing towards places of instruction and recreation,
hospitals and dispensaries, medical and other attendances
and to subscribe or contribute to or otherwise assist
charitable, benevolent, national and/or other institutions
or objects.
(t) Subject to the provisions of the Act and these presents to
subscribe or guarantee money for any national, charitable,
benevolent, public, general or useful object or for any
exhibition or to any institution, club, society or fund.
(u) The Directors may, before recommending any dividend, set
aside out of the profits of the Company such sums as they
may think proper for depreciation or to a Depreciation Fund
or as reserve or to a Reserve Fund or Sinking Fund or any
Special Fund to meet contingencies or to repay preference
shares or debentures or for payment of dividends or for
equalizing dividends or for repairing, improving, extending
and maintaining any part of the property of the Company or
for such other purposes as the Directors may, in their
absolute discretion, think conducive to the interests of
the Company; and the Directors may invest the several sums
so set aside or so much thereof as required to be invested
upon such investments (subject to the restrictions imposed
by the Act) as the Directors may think fit and from time to
time deal with and vary such investments and dispose of and
apply and expend all or any part thereof for the benefit of
the Company, in such manner and for such purposes as the
Directors (subject to such restrictions as aforesaid), in
their absolute discretion, think conducive to the interests
of the Company notwithstanding that the matters to which
the Directors apply or upon which they expend the same, or
any part thereof may be matters to or upon which the
capital moneys of the Company might rightly be applied or
expended; and the Directors may divide the reserve or any
fund into such special funds and transfer any sum from one
fund to another as the Directors may think fit and may
employ the assets constituting all or any of the above
funds, including the Depreciation Fund, in the business of
the Company or in the purchase or repayment of preference
shares or debentures and that without being bound to keep
the same separate from the other assets and without being
bound to pay interest on the same, with power, however, to
the Directors, at their discretion, to pay or allow to the
credit of such fund interest at such rate as the Directors
may think proper, not exceeding five per cent per annum.
(v) To appoint and, at their discretion, remove or suspend such
committee or committees of experts, technicians or advisers
or such manager(s), officer(s), clerk(s), employee/s) and
agent(s) for permanent, temporary or special services as
they may from time to time think fit and to determine their
powers and duties and fix their salaries and emoluments and
require security in such instances and to such amounts as
they may think fit and also without prejudice as aforesaid
from
time to time to provide for the management and transaction
of the affairs of the Company in any specified locality in
India and the provisions contained in sub- articles (y) and
(z) of this Article following shall be without prejudice to
the general powers conferred by this sub-article.
(w) To comply with the requirements of any local law which, in
their opinion, it shall, in the interest of the Company, be
necessary or expedient to comply with.
(x) From time to time and at any time to establish any Local
Board for managing any of the affairs of the Company in any
specified locality in India or elsewhere and to appoint any
persons to be members of any Local Boards and to fix their
remuneration. And from time to time and at any time, but
subject to the provisions of Section 292 of the Act and
these presents to delegate to any person so appointed any
of the powers, authorities and discretions for the time
being vested in the Directors and to authorize the members
for the time being of any such Local Board or any of them
to fill up any vacancies therein and to act notwithstanding
vacancies and any such appointment or delegation may be
made on such terms and subject to such conditions as the
Directors may think fit and the Directors may at any time
remove any person so appointed and may annul or vary any
such delegation. Any such delegate may be authorized by the
directors to subdelegate all or any of the powers,
authorities and discretions, for the time being, vested in
them.
(y) At any time and from time to time but subject to the
provisions of Section 292 of the Act and these presents by
Power of Attorney to appoint any person or persons to be
the attorney or attorneys of the Company for such purposes
and with such powers, authorities and discretions (not
exceeding those vested in or exercisable by the Directors
under these presents) and for such period and subject to
such conditions as the Directors may from time to time
think fit and any such appointment (if the Directors think
fit) may be made in favour of the members or any of the
members of any Local Board established as aforesaid or in
favour of any company or the Members, Directors, nominees
or managers of any company or firm or otherwise in favour
of any fluctuating body or any persons whatsoever whether
nominated directly or indirectly by the Directors and any
such Power of Attorney may contain such powers for the
protection or convenience of persons dealing with such
attorneys as the Directors may think fit.
(z) Subject to the provisions of the Act and these presents, to
delegate the powers, authorities and discretions vested in
the Directors to any person, firm, company or fluctuating
body of persons as aforesaid.
(aa) Any such delegate or attorney as aforesaid may be
authorized by the Directors to subdelegate all or any of
the powers, authorities and discretions for the time being
vested in him.
(ab) Subject to the provisions of the Act, to enter into all
such negotiations and contracts and rescind and vary all
such contracts and execute and do all such acts, deeds and
things in the name and on behalf of the Company as they may
consider expedient for or in relation to any of the matters
aforesaid or otherwise for the purposes of the Company.
(ac) Subject to the provisions of the Act, to give in the name
and on behalf of the Company such indemnities and
guarantees as may be necessary.
(ad) From time to time to make, vary and repeal any by-law,
regulations and other rules, guidelines or instructions for
regulating the business of the Company, its officials, the
employees and other persons having dealings with the
Company.
168. The Directors shall comply with the provisions of Sections 159, 295,
297, 299, 303, 305, 307 and 308 of the Act.
MINUTES
169. The Company shall cause Minutes of all proceedings of every meeting
of the Board of Directors and all Committees of the Board to be duly
entered in a book or books for that purpose maintained in such form
and manner as may be permitted in law from time to time, including
but not limited to loose leaf volumes. The Minutes shall contain:
(i) a fair and correct summary of the proceedings at the
Meeting;
(ii) the names of the Directors present at the meeting of the
Board of Directors or of any Committee of the Board;
(iii) all decisions taken by the Board and Committee of the Board
and all appointments of officers and Committee of
Directors;
(iv) all resolutions and proceedings of meetings of the Board
and the Committees of the Board; and
(v) in the case of each resolution passed at a meeting of the
Board or Committee of the Board, the names of the
Directors, if any, dissenting from or not concurring in the
Resolution.
170. Any Minutes of any meeting of the Board or of any Committee of the
Board, shall be signed by the Chairman of such meeting or by the
Chairman of the next succeeding meeting and such Minutes shall for
all purposes whatsoever be prima facie evidence of the actual passing
of the resolutions recorded and the actual and regular transaction or
occurrence of the proceedings so recorded and of the regularity of
the meeting at which the same shall appear to have taken place.
THE SEAL
171. (a) The Directors shall provide a Common Seal for the
purpose of the Company and shall have power from time to
time to destroy the same and substitute a new Seal in lieu
thereof and the Directors shall provide for the safe
custody of the Seal.
(b) The Seal of the Company shall not be affixed to any
instrument except by the authority of a resolution of the
Board or of a Committee of the Board authorized by it in
that behalf and except in the presence of at least one
Director and the Secretary or such other person as the
Board may appoint for the purpose and the said Director and
the Secretary or such other person as aforesaid shall sign
every instrument to which the Seal of the Company is so
affixed in their presence.
ESTABLISHMENT OF RESERVE FUND
172. The Company shall create a Reserve Fund and shall, out of the balance
of profit of each year as disclosed in the Profit and Loss Account
and before any dividend is declared, transfer to the Reserve Fund
equivalent to not less than 20 per cent of such profit or such other
percentage as may be notified by any Regulatory Agency.
DIVIDENDS
173. The profits of the Company, subject to the provisions of the Act, the
Memorandum and these presents, shall be divisible among the Members
in proportion to the amount of capital paid-up on the shares held by
them, respectively.
174. Where capital is paid up in advance of calls upon the footing that
the same shall carry interest such capital shall not, whilst carrying
interest, confer a right to dividend or to participate in profits.
175. The Company may pay dividends in proportion to the amount paid up or
credited as paid up on each share where a larger amount is paid up or
credited as paid up on some shares than on others.
176. (a) The Company, before declaring any dividend on its
shares for each year, shall transfer to Reserve Fund an
amount specified in these presents and required by or under
any directions issued under the said Acts and shall also
completely write off all its capitalized expenses
(including preliminary expenses, share selling commission,
brokerage, amount of losses incurred and any other item of
expenditure not represented by tangible assets).
(b) Provided, however, that the Company may pay dividends on
its shares without writing off:
(i) the depreciation, if any, in the values of its
investments in approved securities in any case
where such depreciation has not actually been
capitalized or otherwise accounted for as a loss;
(ii) the depreciation, if any, in the value of its
investments in shares, debentures or bonds (other
than approved securities) in any case where
adequate provision for such depreciation has been
made to the satisfaction of the Company; and
(iii) the bad debts, if any, in any case where adequate
provision for such debts has been made to the
satisfaction of the Auditors of the Company.
177. The Company in General Meeting may, subject to the provisions of the
said Acts, declare a dividend to be paid to the Members according to
their respective rights and interests in the profits and may fix the
time for payment.
178. No larger dividend shall be declared than is recommended by the
Directors but the Company in General Meeting may declare a smaller
dividend. Subject to the provisions of Section 205 of the Act, no
dividend shall be payable except out of the profits of the year or
any other undistributed profits. The declaration of the Directors as
to the amount of the net profits of the Company shall be conclusive.
179. Subject to the provisions of the said Acts and these presents, the
Directors may from time to time pay to the Members such interim
dividends as in their judgement the position of the Company
justifies. Such interim dividend may be declared at any time and
shall be set off against the final dividend for the relevant period.
180. Subject to the provisions of the said Acts, the Directors may retain
the dividends payable in respect of which any person is, under the
Transmission Clause, entitled to become a Member or which any person
under that Clause is entitled to transfer until such person shall
become a Member in respect of such shares or shall duly transfer the
same.
181. Subject to the provisions of the said Acts, no Member shall be
entitled to receive payment of any interest or dividend in respect of
his share or shares whilst any money may be due or owing from him to
the Company in respect of such share or shares or otherwise howsoever
either alone or jointly with any other person or persons and the
Directors
may deduct from the interest or dividend payable to any Member all
sums of money so due from him to the Company.
182. Where any instrument of transfer of shares has been delivered to the
Company for registration and the transfer of such shares has not been
registered by the Company, it shall, notwithstanding anything
contained in any other provision of the Act.
(a) Transfer the dividend in relation to such shares to the
special account referred to in Section 205A of the Act
unless the Company is authorized by the registered holder
of such shares in writing to pay such dividend to the
transferee specified in such instrument of transfer; and
(b) Keep in abeyance in relation to such shares any offer of
rights shares under clause (a) of sub-section (1) of
Section 81 and any issue of fully paid-up bonus shares in
pursuance of sub-section (3) of Section 205 of the Act.
183. Unless otherwise directed, any dividend may be paid by cheque or
warrant sent through the post to the registered address of the Member
or person entitled thereto or, in case of joint-holders, to that one
of them first named in the Register in respect of the joint- holding.
Every such cheque shall be made payable to the order of the person to
whom it is sent. The Company shall not be liable or responsible for
any cheque or warrant lost in transmission or for any dividend lost
by the Member or person entitled thereto by the forged endorsement of
any cheque or warrant or the fraudulent or improper recovery thereof
by any other means.
184. (a) Subject to the provisions of Section 205A of the Act,
if the Company has declared a dividend but which has not
been paid or claimed within 42 days from the date of
declaration to any shareholder entitled to the payment of
the dividend, the Company shall, within seven days from the
date of expiry of the said period of 42 days, transfer the
total amount of dividend which remains unpaid or unclaimed
within the said period of 42 days to a special account in
that behalf in any scheduled bank called the "Unpaid
Dividend Account of ICICI Banking Corporation Limited."
(b) Any money transferred to the Unpaid Dividend Account of the
Company which remains unpaid or unclaimed for a period of
three years from the date of such transfer, shall be
transferred by the Company to the general revenue account
of the Central Government. A claim to any money so
transferred to the general revenue account may be preferred
to the Central Government by the shareholders to whom the
money is due. No unclaimed dividend shall be forfeited till
the claim thereto becomes barred by law.
185. Any General Meeting declaring a dividend may make a call on the
Members in respect of moneys unpaid on shares for such amount as the
meeting fixes but so that the call on each Member shall not exceed
the dividend payable to him and so that the call be made payable at
the same time as the dividend and the dividend may, if so arranged
between the Company and the Members, be set off against the call.
186. No dividend shall be payable except in cash.
Provided that nothing in this Article shall be deemed to
prohibit the capitalization of profits or reserves of the
Company for the purpose of issuing fully paid-up bonus shares or
paying up any amount for the time being unpaid on any shares
held by the Members of the Company.
CAPITALIZATION
187. Any General Meeting may resolve that any moneys, investments or other
assets forming part of the undivided profits standing to the credit
of the reserve or Reserve Fund or any other fund of the Company or in
the hands of the Company and available for dividend orrepresenting
premiums received on the issue of shares and standing to the credit
of the share premium account be capitalized.
(i) by the issue and distribution as fully paid-up shares,
debentures, debenture stock, bonds or other obligations of
the Company; or
(ii) by crediting shares of the Company which may have been
issued to and are not fully paid up, with the whole or any
part of the sum remaining unpaid thereon.
Such issue and distribution under (i) above and such payment to the
credit of unpaid share capital under (ii) above shall be made to,
among and in favour of the Members or any class of them or any of
them entitled thereto and in accordance with their respective rights
and interest and in proportion to the amount of capital paid up on
the shares held by them, respectively, in respect of which such
distribution under (i) or payment under (ii) above shall be made on
the footing that such Members become entitled thereto as capital. The
Directors shall give effect to any such resolution and apply such
portion of the profits or reserve or Reserve Fund or any other fund
on account as aforesaid as may be required for the purpose of making
payment in full for the shares, debentures or debenture stock, bonds
or other obligations of the Company so distributed under (i) above or
(as the case may be) for the purpose of paying, in whole or in part,
the amount remaining unpaid on the shares which may have been issued
and are not fully paid up under (ii) above.
Provided that no such distribution or payment shall be made
unless recommended by the Directors and, if so recommended, such
distribution and payment shall be accepted by such Members as
aforesaid in full satisfaction of their interest in the said
capitalized sum.
For the purpose of giving effect to any such resolution, the
Directors may settle any difficulty which may arise in regard to the
distribution or payment as aforesaid as they think expedient and, in
particular, they may issue fractional certificates and may fix the
value for distribution of any specific assets and may determine that
cash payments be made to any Members on the footing of the value so
fixed and may vest any such cash, shares, debentures, debenture
stock, bonds or other obligations in trustees upon such trusts for
the persons entitled thereto as may seem expedient to the Directors
and generally may make such arrangements for the acceptance,
allotment and sale of such shares, debentures, debenture stock, bonds
or other obligations and fractional certificates or otherwise as they
may think fit. Subject to the provisions of the Act and these
presents, in cases where some of the shares of the Company are fully
paid and others are partly paid, only such capitalization may be
effected by the distribution of further shares in respect of the
fully paid shares and by crediting the partly paid shares with the
whole or part of the unpaid liability thereon but so that as between
the holders of the fully paid shares and the partly paid shares the
sums so applied in the payment of such further shares and in the
extinguishment or diminution of the liability on the partly paid
shares shall be so applied pro rata in proportion to the amount then
already paid or credited as paid on the existing fully paid and
partly paid shares, respectively. When deemed requisite a proper
contract shall be filed in accordance with the Act and the Board may
appoint any person to sign such contract on behalf of the holders of
the shares of the
Company which shall have been issued prior to such capitalization and
such appointment shall be effective.
ACCOUNTS
188. (a) The Directors shall cause true accounts to be kept of:
(i) all sums of money received and expended by the
Company and the matters in respect of which such
receipt and expenditure take place;
(ii) all sales and purchases of goods by the Company;
and
(iii) the assets, credits and liabilities of the
Company and generally of all its commercial,
financial and other affairs, transactions and
engagements and of all other matters, necessary
for showing the true financial state and
condition of the Company and the accounts shall
be kept in English in such manner as the
Directors may deem fit; and the books of accounts
shall be kept at the Office and/or at such other
place or places in India as the Directors think
fit and shall be open to inspection by any of the
Directors and such other persons authorized under
the Act during business hours.
(b) If the Company shall have a branch office, whether in or
outside India, proper books of account relating to the
transactions effected at the office shall be kept at that
office and proper summarized returns, made up-to-date at
intervals of not more than three months, shall be sent by
the branch office to the Company at its Registered Office
or other place in India as the Board thinks fit, where the
main books of the Company are kept.
189. Once at least in every calendar year the Directors shall lay before
the Company in Annual General Meeting a Profit and Loss Account for
financial year of the Company immediately preceding the financial
year in which such meeting is held and a Balance Sheet containing a
summary of the assets and liabilities of the Company made up as at
the end of the last working day of that financial year or in case
where an extension of time has been granted for holding the meeting
up to such extended time and every such Balance Sheet, shall as
required by Section 217 of the Act, be accompanied by a report (to be
attached thereto) of the Directors as to the state and condition of
the Company and as to the amount (if any) which they recommend to be
paid out of the profits by way of dividend and the amount (if any)
set aside by them for the Reserve Fund, general reserve or Reserve
Account shown specifically in the Balance Sheet or to be shown
specifically in a subsequent Balance Sheet.
190. Every Balance Sheet and Profit and Loss Account of the Company shall
give a true and fair view of the state of affairs of the Company or
its branch office and shall, subject to the provisions of Section 211
of the Act and to the extent they are not inconsistent with the Act,
be in the forms set out in the Third Schedule of the Banking Act or
as near thereto as circumstances admit.
191. The Balance Sheet and the Profit and Loss Account shall be signed by
at least three Directors, one of whom shall be a Managing Director or
when only one Director is for the time being in India, by such
Director and by the Manager or Secretary. The Balance Sheet and the
Profit and Loss Account shall be approved by the Board of Directors
before they are signed on behalf of the Board in accordance with
provisions of this Article and before they are submitted to the
Auditors for their Report thereon. The Auditors' Report shall be
attached to the Balance Sheet and the Profit and Loss Account or
there shall be inserted at the foot of the Balance Sheet and the
Profit and Loss Account a reference to the Report. A copy of such
Balance Sheet and the Profit and
Loss Account so audited together with a copy of the Auditors' Report
and every other document required by law to be annexed or attached to
the Balance Sheet shall not less than 21 days before the meeting at
which the same are to be laid before the Members of the Company, be
subject to the provisions of Section 219 of the Act, sent to every
trustee for the holders of any debenture and to all persons other
than such Members or Trustees, being so entitled.
192. After the Balance Sheet and Profit and Loss Account have been laid
before the Company at a General Meeting, three copies thereof signed
by the Managing Director, the Manager or Secretary or if there be
none of these by a Director of the Company shall be filed with the
Registrar together with the requisite returns in accordance with the
requirements of Sections 159 and 161 of the Act.
AUDIT
193. At least once in every year, the accounts of the Company shall be
balanced and audited and the correctness of the Profit and Loss
Account and Balance Sheet ascertained by one or more Auditor or
Auditors to be appointed as required by the said Acts.
194. The Company, at each Annual General Meeting, shall appoint an Auditor
or Auditors to hold office from the conclusion of that meeting until
the conclusion of the next Annual General Meeting. The appointment
and the removal of Auditors and the person who may be appointed as
Auditors shall be as provided in Sections 224, 224A, 225 and 226 of
the Act and the relevant provisions of the Banking Regulation Act,
1949.
195. The audit of the branch office, if any, of the Company shall be by
and in the manner provided by Section 228 of the Act.
196. The remuneration of the Auditors of the Company shall be fixed by the
Company in General Meeting or by the Board of Directors, if so
authorized by the Company in General Meeting except that the
remuneration of any Auditors appointed to fill any casual vacancy, may
be fixed by the Directors and where his appointment has been made by
the Central Government, pursuant to Article 194, may be fixed by the
Central Government.
197. Every Auditor of the Company shall have a right of access at all
times to the books and accounts and vouchers of the Company and shall
be entitled to require from the Directors and officers of the Company
such information and explanations as may be necessary for the
performance of the duties of the Auditors and the Auditors shall make
a Report to the shareholders on the accounts examined by them and on
every Balance Sheet and Profit and Loss Account and every other
document declared by the Act to be part of or annexed to the Balance
Sheet or Profit and Loss Account which are laid before the Company in
General Meeting during their tenure of office and the Report shall
state whether in their opinion and to the best of their information
and according to the explanations given to them the said accounts
give the information required by the said Acts in the manner so
required and give a true and fair view:
(a) in the case of the Balance Sheet, of the state of the
Company's affairs as at the end of its financial year, and
(b) in the case of the Profit and Loss Account, of the profit
or loss for financial year. The Auditors' Report shall also
state:
(i) Whether they had obtained all the information and
explanations which to the best of their knowledge
and belief were necessary for the purpose of
their audit;
(ii) Whether, in their opinion, proper books of
accounts as required by law have been kept by the
Company so far as it appears from the examination
of those books and proper returns adequate for
the purpose of their audit have been received
from the branches not visited by them; and
(iii) Whether the Company's Balance Sheet and Profit
and Loss Account dealt with by the Report are in
agreement with the books of accounts and returns.
Where any of the matters referred to in items (i) and (ii)
aforesaid are answered in the negative or with a
qualification, the Auditors' Report shall state the reason
for the same. The Auditors' Report shall be attached to the
Balance Sheet and Profit and Loss Account or set out at the
foot thereof and such Report shall be read before the
Company in General Meeting and shall be open to inspection
by any member of the Company.
198. All notices of and other communications relating to any General
Meeting of a Company which any Member of the Company is entitled to
have sent to him shall also be forwarded to the Auditors of the
Company; and the Auditors shall be entitled to attend any General
Meeting and to be heard at any General Meeting which they attend on
any part of the business which concerns them as Auditors.
199. In additions to the matter which under the preceding Article the
Auditor is required to state in his Report, he shall also state in
his Report:
(i) whether or not the information and explanations required by
him have been found to be satisfactory;
(ii) whether or not the transactions of the Company which have
come to his notice have been within the powers of the
Company;
(iii) whether or not the returns received from branch offices of
the Company have been found adequate for the purposes of
his audit;
(iv) whether the Profit and Loss Account shows a true balance
(profit or loss) for the period covered by such accounts;
(v) any other matter which he considers should be brought to
the notice of the shareholders of the Company.
200. Where any of the matters referred to in the Act hereof is answered in
the negative or with a qualification, the Auditors' Report shall
state the reason for the answer.
201. The accounts of the Company shall not be deemed as not having been
and the Auditors' Report shall not state that those accounts have not
been properly drawn up on the ground merely that the Company has not
disclosed certain matters if:
(i) those matters are such as the Company is not required to
disclose by virtue of any provisions contained in the said
Acts; and
(ii) those provisions are specified in the Balance Sheet and
Profit and Loss Account of the Company.
202. Every account, when audited and approved by a General Meeting, shall
be conclusive except as regards any error discovered therein within
three months after the approval thereof. Whenever any such error is
discovered within that period, the account shall forthwith be
corrected and henceforth shall be conclusive.
NOTICES
203 (a) A notice (which expression for the purposes of these
presents shall be deemed to include and shall include any
summon, notice, process, order, judgement
or any other document in relation to or in the winding up
of the Company) may be given by the Company to any Member
either personally or by sending it by post to him to his
registered address or if he has no registered address in
India to the address, if any, within India supplied by him
to the Company for the giving of notices to him.
(b) Where a notice is sent by post, the service of such notice
shall be deemed to be effected by properly addressing,
pre-paying and posting a letter containing the notice.
Provided that where a Member has intimated to the
Company in advance that documents should be sent
to him under a certificate of posting or by
registered post with or without acknowledgement
due and has deposited with the Company a sum
sufficient to defray the expenses of doing so,
service of the document or notice shall not be
deemed to be effected unless it is sent in the
manner intimated by the Member.
204. If a Member has no registered address in India and has not supplied
to the Company an address within India for the giving of notices to
him a notice advertised in a newspaper circulating in the
neighbourhood of the Registered Office shall be deemed to be duly
given to him on the day on which the advertisement appears.
205. A notice may be given by the Company to the persons entitled to a
share in consequence of the death or insolvency of a Member by
sending it through the post in a pre-paid letter addressed to them by
name or by the title of representatives of the deceased or assignee
of the insolvent or by any like description at the address (if any)
in India supplied for the purpose by the persons claiming to be so
entitled or (until such an address has been so supplied) by giving
the notice in any manner in which the same might have been given if
the death or insolvency had not occurred.
206. Subject to the provisions of the Act and these presents, notice of
every General Meeting shall be given in any manner hereinbefore
authorized to:
(i) every Member of the Company;
(ii) every person entitled to a share in consequence of the
death or insolvency of a Member who, but for his death or
insolvency, would be entitled to receive notice of the
Meeting; and
(iii) the Auditor or Auditors of the Company.
207. Any notice to be given by the Company shall be signed by the
Secretary or by such Director or officer as the Directors may
appoint. Such signature may be written, printed or lithographed.
208. Every person who, by operation of law, transfer or other means
whatsoever, shall become entitled to any share, shall be bound by
every notice in respect of such share, which previously to his name
and address and title to the share being notified to the Company,
shall have been duly given to the person from whom he derives his
title to such share.
209. Subject to the provisions of the Act and these presents, any notice
given in pursuance of these presents or document delivered or sent by
post to or left at the registered address of any Member or at the
address given by him in pursuance of these presents shall
notwithstanding such Member be then deceased and whether or not the
Company have notice of his decease, be deemed to have been duly
served in respect of any registered share, whether held solely or
jointly with other persons by such Member until some
other person be registered in his stead as the holder or the
joint-holder thereof and such service shall, for all purposes of
these presents, be deemed sufficient service of such notice or
document on his or her heirs, executors or administrators and all
persons, if any, jointly interested with him or her in any such
share.
WINDING UP
210. For winding up of the Company, the provisions contained in the
Banking Act will apply and the provisions of the Act will also apply
to the extent to which they are not varied or inconsistent with the
Banking Act.
211. If the Company shall be wound up and the assets available for
distribution among the Members as such shall be insufficient to repay
the whole of the paid-up capital, such assets shall be distributed so
that, as nearly as may be, the losses shall be borne by the Members
in proportion to the capital paid up, or which ought to have been
paid up, at the commencement of the winding up, on the shares held by
them, respectively. And if in a winding up, the assets available for
distribution among the Members shall be more than sufficient to repay
the whole of the capital paid up at the commencement of the winding
up, the excess shall be distributed amongst the Members in proportion
to the capital, at the commencement of the winding up, paid up or
which ought to have been paid up on the shares held by them,
respectively. But this Article is to be without prejudice to the
rights of the holders of shares issued upon special terms and
conditions.
212. (a) If the Company shall be wound up whether voluntarily or
otherwise, the liquidators may, with the sanction of a
Special Resolution and any other sanction required by the
Act, divide amongst the contributories in specie or kind,
the whole or any part of the assets of the Company and may,
with like sanction, vest the whole or any part of the
assets of the `Company in trustees upon such trusts for the
benefit of the contributories or any of them, as the
liquidators with the like sanction shall think fit.
(b) If thought expedient any such distribution may subject to
the provisions of the Act, the Memorandum and these
presents, be otherwise than in accordance with the legal
rights of the contributories and in particular any class
may be given preference or special rights or may be
excluded altogether or in part but in case any distribution
otherwise than in accordance with the legal rights of the
contributories shall be determined on, any contributory who
would be prejudiced thereby shall have a right to dissent
and ancillary rights as if such determination were a
Special Resolution passed pursuant to Section 494 of the
Act.
(c) In case any share to be divided as aforesaid involve a
liability to calls or otherwise any person entitled under
such division to any of the said share may within 10 days
after the passing of the Special Resolution by notice in
writing direct the liquidators to sell his portion and pay
him the net proceeds and the liquidators shall, if
practicable, act accordingly.
213. A Special Resolution sanctioning a sale to any other company duly
passed pursuant to Section 494 of the Act may, in like manner, as
aforesaid determine that any shares or other consideration receivable
by the liquidators be distributed amongst the Members otherwise than
in accordance with their existing rights and any such determination
shall be binding upon all the Members subject to the rights of
dissent and consequential rights conferred by the said Section.
SECRECY CLAUSE
214. No Member shall be entitled to require discovery of or any
information respecting any detail of the Company's trading or any
matter which may be in the nature of a trade secret, mystery of trade
or secret process which may relate to the conduct of the business of
the Company and which, in the opinion of the Directors, will be
inexpedient in the interest of the Company to communicate the same.
INDEMNITY AND RESPONSIBILITY
215. (a) Subject to the provisions of Section 201 of the Act,
every Director of the Company, officer (whether Managing
Director, Manager, Secretary or other officer) or employee
or any person employed by the Company as Auditor shall be
indemnified by the Company against and it shall be the duty
of the Directors out of the funds of the Company to pay all
costs, losses and expenses (including travelling expenses)
which any such Director, officer, other employee, or
Auditor may incur or become liable to by reason of any
contract entered into or act or deed done by him as such
Director, officer, other employee or Auditor or in any way
in the discharge of his duties.
(b) Subject as aforesaid every Director, officer, other
employee or Auditor of the Company shall be indemnified
against any liability incurred by him in defending any
proceedings whether civil or criminal, in which judgement
is given in his favour or in which he is acquitted or
discharged in connection with any application under Section
633 of the Act in which relief is granted to him by the
court.
We, the several persons whose names and addresses are subscribed are desirous
of being formed into a Company in pursuance of this Articles of Association and
we respectively agree to take the number of shares in the capital of the
Company set opposite our respective names:
Sr. Name of the Subscriber Address & Occupation No. of Shares Witness
No. and Signature of each Subscriber taken by each
Subscriber
<c>
1. Narayanan Vaghul 1301, Radhika 100 Mohanraj
S/o. V. Narayanan Off Sayani Road (One Hundred) S/o. Mishrimal Singhi
Sd/- Prabhadevi Singhi & Co., Advocates
Chairman Mumbai 400 025 7, Premchand House
ICICI Banker Annexe, Ashram Road,
Ahmedabad - 380 009.
2. Parampally Vasudeva Maiya Flat No. 172-B 100
S/o. P. Ganapayya Maiya Jolly Maker Apartments I (One Hundred)
Sd/- Cuffe Parade
Executive Director Mumbai 400 005
SCICI Bank Executive
3. Lalita Dileep Gupte 153-C, Mhaskar Building 100
W/o. Dileep Gupte Opp. Ruia Building (One Hundred)
Sd/- Sir Balachander Road
Chief General Manager Matunga
ICICI Mumbai 400 019
Company Executive
4. Girish Sumanlal Mehta A-6, ICICI Apartments 100
S/o. Sumanlal Mehta P. Balu Marg (One Hundred)
Sd/- Prabhadevi
Company Secretary Mumbai 400 025
ICICI Company Executive
5. Shashikant Harilal Bhojani A-73, Ocean Gold 100
S/o. Harilal Bhojani Twin Tower Lane (One Hundred)
Sd/- Prabhadevi
Corporate Legal Advisor Mumbai 400 025
ICICI Company Executive
6. Sethumadhava Rao Ragothaman C-22, ICICI Apartments 100
S/o. K. Sethumadhava Rao P. Balu Marg (One Hundred)
Sd/- Prabhadevi
Deputy General Manager Mumbai 400 025
ICICI Company Executive
7. Kalpana Morparia A-13, Ocean Gold 100
W/o. Jaisingh Morparia Twin Tower Lane (One Hundred)
Sd/- Prabhadevi
Assistant General Manager Mumbai 400 025
ICICI Company Officer
Total number of shares taken: 700
(Seven Hundred
Equity Shares)
Dated this 22nd day of December, 1993.