FORM 6-K

 

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

Report of Foreign Issuer

 

Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934

 

For the month of July, 2016

Commission File Number: 001-15002

 

ICICI Bank Limited
(Translation of registrant’s name into English)

 

ICICI Bank Towers,
Bandra-Kurla Complex
Mumbai, India 400 051
(Address of principal executive office)

 

Indicate by check mark whether the registrant files or will file
annual reports under cover Form 20-F or Form 40-F.

 

Form 20-F   X    Form 40-F  

 

Indicate by check mark if the registrant is submitting the Form 6-K
in paper as permitted by Regulation S-T Rule 101(b)(1):

 

Yes     No   X 

 

Indicate by check mark if the registrant is submitting the Form 6-K
in paper as permitted by Regulation S-T Rule 101(b)(7):

 

Yes     No   X 

 

Indicate by check mark whether by furnishing the information
contained in this Form, the Registrant is also thereby furnishing the
information to the Commission pursuant to Rule 12g3-2(b)
under the Securities Exchange Act of 1934:

 

Yes     No   X 

 

If “Yes” is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g 3-2(b): Not Applicable

 

 
 

Table of Contents

 

Item  
   
1. Other news
2. Consolidated Report dated July 11, 2016 issued by the Scrutinizer Mr. Alwyn D’Souza pursuant to Section 108 of the Companies Act, 2013 and Rule 20(4) (xii) of the Companies (Management and Administration) Rules, 2014.
3. Voting results in the format prescribed under Regulation 44 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
4. Summary of the proceedings of the Annual General Meeting.

 

 
 

Item 1

 

OTHER NEWS

 

Subject- Voting Results and Proceedings of Twenty-Second Annual General Meeting of ICICI Bank Limited held on July 11, 2016

 

IBN

ICICI Bank Limited (the ‘Company’) Report on Form 6-K

 

The Twenty-Second Annual General Meeting (AGM) of ICICI Bank Limited was held on July 11, 2016 at 12:00 noon at the Sir Sayajirao Nagargruh, Vadodara Mahanagar Seva Sadan, Near GEB Colony, Old Padra Road, Akota, Vadodara 390 020, Gujarat, India.

 

Pursuant to Section 108 of the Companies Act 2013 (Act) read with Rule 20 of the Companies (Management and Administration) Rules, 2014, as amended (Rules), all the Members of the Bank holding shares as on the cut-off date i.e. July 4, 2016, were given the opportunity to exercise their right to vote on the resolutions set out in the Notice of AGM through remote electronic voting (remote e-Voting) during the period commencing from July 8, 2016 9.00 a.m. IST to July 10, 2016, 5.00 p.m. IST.

 

In line with the said Rules, the Bank had also provided electronic voting facility at the AGM venue to those Members who attended the AGM but could not exercise their vote through remote e-Voting and were holding shares as on the cut-off date i.e. July 4, 2016. The e-voting services were provided through National Securities Depository Limited (NSDL).

 

We submit the following reports:

 

1.Consolidated Report dated July 11, 2016 issued by the Scrutinizer Mr. Alwyn D’Souza pursuant to Section 108 of the Companies Act, 2013 and Rule 20(4) (xii) of the Companies (Management and Administration) Rules, 2014.

2.Voting results in the format prescribed under Regulation 44 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

3.Summary of the proceedings of the Annual General Meeting.

  

Please take the above information on record. The above will also be hosted on our website, www.icicibank.com

 

 

 

ICICI Bank Limited 

ICICI Bank Towers 

Bandra-Kurla Complex 

Mumbai 400 051, India. 

Tel.: (91-22) 2653 1414 

Fax: (91-22) 2653 1122 

Website www.icicibank.com

CIN.: L65190GJ1994PLC021012 

Regd. Office: “Landmark” 

Race Course Circle, 

Vadodara 390007. India 

 

 
 

Item 2

 

ICICI BANK LIMITED

Registered Office: Landmark, Race Course Circle, Vadodara 390 007. 

 

Combined Scrutinizer's Report on

 

Remote e-Voting & Electronic Voting conducted at the

 

22nd Annual General Meeting of

 

ICICI Bank Limited, held on

 

Monday, July 11, 2016

 

 

 

 

 

ALWYN D’SOUZA

ALWYN D’SOUZA & CO.

COMPANY SECRETARIES

Annex-103, Dimple Arcade, Asha Nagar, Kandivali (East),Mumbai 400101.

Branch Office: B-002, Gr. Floor, Shreepati-2, Royal Complex, Behind Olympia Tower, Mira Road (E), Thane-401107 ; Tel:022-28125781 ; Mob: 09820465195; 09819334743

 

Email : alwyn.co@gmail.com Website:www.alwynjay.com

 

1
 

ALWYN D’SOUZA

ALWYN D’SOUZA & CO.

COMPANY SECRETARIES

Annex-103, Dimple Arcade, Asha Nagar, Kandivali (East),Mumbai 400101. 

Branch Office: B-002, Gr. Floor, Shreepati-2, Royal Complex, Behind Olympia Tower, Mira Road (E), Thane-401107 ; Tel:022-28125781 ; Mob: 09820465195; 09819334743 

Email : alwyn.co@gmail.com Website:www.alwynjay.com 

 

Combined Scrutinizer's Report on Remote e-Voting & Electronic Voting conducted at the 22nd Annual General Meeting of ICICI Bank Limited, held on Monday, July 11, 2016

 

To, 

The Chairman 

ICICI Bank Limited 

Landmark, Race Course Circle, 

Vadodara 390 007

 

Sub:Passing of Resolution(s) through electronic voting pursuant to section 108 of the Companies Act 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 as amended.

 

Dear Sir,

 

I, Alwyn D’souza of M/s Alwyn D’souza & Co., Company Secretaries, Mumbai, appointed by the Board of Directors of ICICI Bank Limited ( “the Company”) as the Scrutinizer for the Remote e-Voting process as well as to scrutinize the electronic voting conducted at the venue of the Annual General Meeting (AGM) (hereinafter referred to as “the e-Voting”) pursuant to Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014, as amended and in accordance with Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015. I say, I am familiar and well versed with the concept of electronic voting system as prescribed under the said Rules.

 

I , submit my report as under:

 

a)The Compliance with the provisions of the Companies Act, 2013 and the Rules made thereunder relating to e-Voting (which includes remote e-Voting and the electronic voting, provided at the venue) to the Members

 

2
 

on the resolutions proposed in the Notice calling the 22nd AGM of the Company was the responsibility of the management. My responsibility as a scrutinizer was to ensure that the voting process is conducted in a fair and transparent manner, and render a consolidated scrutinizer’s report on the voting to the Chairman on the resolutions based on the reports generated from the electronic voting system by the National Securities Depository Limited (NSDL).

 

b)The remote e-Voting was concluded on Monday, July 10, 2016 at 5.00 p.m.

 

c)At the 22nd AGM of the Company held on Monday, July 11, 2016, the Chairman at the end of the discussions on the resolution(s) announced that the facility to vote electronically has been provided to facilitate voting for those Members who were present at the Meeting but could not participate in the Remote e-Voting to record their votes on the resolutions to be passed.

 

d)The votes were unblocked on July 11, 2016 around 3.00 p.m. in the presence of two witnesses viz., Mr. Vijay Sonone residing at 507, E3, Lokdhara Phase III, Lokdhara, Kalyan 421306 and Mr. Rahul Shah residing at 96 Ashutosh Society, Nr. VIP Road, Karelibaug, Vadodara 390018 who are not in the employment of the Company;

 

e)I have issued a separate scrutinizer’s report dated Monday, July 11, 2016 on the remote e-Voting and voting conducted at venue of the AGM and I hereby submit a consolidated scrutinizer’s report pursuant to rule 20(4)(xii) on the resolutions contained in the Notice of the aforesaid 22nd AGM.

 

f)The Members holding equity shares as on the “cut-off date” i.e. July 4, 2016 were entitled to vote on the resolutions proposed in the Notice calling the 21st AGM of the Company. Section 12(2) of the Banking Regulation Act, 1949, as amended caps the voting rights of shareholders of a bank up to 15% of the total voting rights of all shareholders. Accordingly, although the holding by Deutsche Bank Trust Company Americas (Depositary to the ADS holders) was 1,476,461,326 equity shares of face value Rs 2/- each which formed 25.38% of the total equity shares (5,816,921,980 equity shares of Rs 2/- each) as on the cut-off date (i.e. July 4, 2016), for the purpose of votes only 872,538,297 equity shares forming 15% of the total equity shares has been taken into account to determine the votes cast through e-Voting.

 

g)The results of the Remote e-Voting together with that of the voting conducted at venue of the AGM by way of electronic voting are as under:

 

3
 
1.RESOLUTION NO.1 AS AN ORDINARY RESOLUTION:

 

To receive, consider and adopt the financial statements for the financial year ended March 31, 2016 together with the Reports of the Directors and the Auditors.

 

(i)Voted in favour of the resolution:

 

Particulars of Voting

 

Number of members voted Number of votes cast by them % of total number of valid votes cast

Remote e-Voting

 

1973 3,92,13,06,754  
Electronic voting at the AGM 26 4973  
TOTAL 1999 3,92,13,11,727 99.99

 

(ii)Voted against the resolution:

 

Particulars of Voting

 

Number of members voted Number of votes cast by them % of total number of valid votes cast

Remote e-Voting

 

14 5,38,545  
Electronic voting at the AGM Nil Nil  
TOTAL 14 5,38,545 0.01

 

(iii)Invalid votes:

 

Particulars of Voting Total number of members whose votes were declared invalid Total number of votes cast by them
Remote e-Voting NIL  
Electronic voting at the AGM NIL  
TOTAL NIL NIL

 

Percentage of votes cast in favour: 99.99

Percentage of votes cast against: 0.01

 

4
 
2.RESOLUTION NO.2 AS AN ORDINARY RESOLUTION:

 

To declare dividend on preference shares.

 

(i)Voted in favour of the resolution:

 

Particulars of Voting

 

Number of members voted Number of votes cast by them % of total number of valid votes cast

Remote e-Voting

 

1915 3,92,42,44,539  
Electronic voting at the AGM 26 4973  
TOTAL 1941 3,92,42,49,512 99.99

 

(ii)Voted against the resolution:

 

Particulars of Voting

 

Number of members voted Number of votes cast by them % of total number of valid votes cast

Remote e-Voting

 

75 5,63,878  
Electronic voting at the AGM Nil Nil  
TOTAL 75 5,63,878 0.01

 

(iii)Invalid votes:

 

Particulars of Voting Total number of members whose votes were declared invalid Total number of votes cast by them
Remote e-Voting Nil  
Electronic voting at the AGM Nil  
TOTAL Nil Nil

 

Percentage of votes cast in favour: 99.99 

Percentage of votes cast against: 00.01

 

5
 
3.RESOLUTION NO.3 AS A ORDINARY RESOLUTION:

 

To declare dividend on equity shares.

 

(i)Voted in favour of the resolution:

 

Particulars of Voting

 

Number of members voted Number of votes cast by them % of total number of valid votes cast

Remote e-Voting

 

1978 3,92,42,89,427  
Electronic voting at the AGM 26 4973  
TOTAL 2004 3,92,42,94,400 99.99

 

(ii)Voted against the resolution:

 

Particulars of Voting

 

Number of members voted Number of votes cast by them % of total number of valid votes cast

Remote e-Voting

 

8 5,24,119  
Electronic voting at the AGM Nil Nil  
TOTAL 8 5,24,119 00.01

 

(iii)Invalid votes:

 

Particulars of Voting Total number of members whose votes were declared invalid Total number of votes cast by them
Remote e-Voting Nil  
Electronic voting at the AGM Nil  
TOTAL Nil Nil

 

Percentage of votes cast in favour: 99.99 

Percentage of votes cast against: 00.01

 

6
 

 

4.RESOLUTION NO.4 AS AN ORDINARY RESOLUTION:

 

To appoint a director in place of Mr. Rajiv Sabharwal (DIN: 00057333), who retires by rotation and, being eligible, offers himself for re-appointment.

 

(i)Voted in favour of the resolution:

 

Particulars of Voting

 

Number of members voted Number of votes cast by them % of total number of valid votes cast

Remote e-Voting

 

1872 3,89,05,90,468  
Electronic voting at the AGM 26 4973  
TOTAL 1898 3,89,05,95,441 99.13

 

(ii)Voted against the resolution:

 

Particulars of Voting

 

Number of members voted Number of votes cast by them % of total number of valid votes cast

Remote e-Voting

 

102 3,42,01,762  
Electronic voting at the AGM Nil Nil  
TOTAL 102 3,42,01,762 0.87

 

(iii)Invalid votes:

 

Particulars of Voting Total number of members whose votes were declared invalid Total number of votes cast by them
Remote e-Voting Nil  
Electronic voting at the AGM Nil  
TOTAL Nil Nil

 

Percentage of votes cast in favour: 99.13 

Percentage of votes cast against: 0.87

 

7
 
5.RESOLUTION NO.5 AS AN ORDINARY RESOLUTION:

 

To appoint a director in place of Mr. N. S. Kannan (DIN: 00066009), who retires by rotation and, being eligible, offers himself for re-appointment.

 

(i)Voted in favour of the resolution:

 

Particulars of Voting

 

Number of members voted Number of votes cast by them % of total number of valid votes cast

Remote e-Voting

 

1877 3,89,03,90,408  
Electronic voting at the AGM 26 4973  
TOTAL 1903 3,89,03,95,381 99.12

 

(ii)Voted against the resolution:

 

Particulars of Voting

 

Number of members voted Number of votes cast by them % of total number of valid votes cast

Remote e-Voting

 

98 3,44,08,685  
Electronic voting at the AGM Nil Nil  
TOTAL 98 3,44,08,685 0.88

 

(iii)Invalid votes:

 

Particulars of Voting Total number of members whose votes were declared invalid Total number of votes cast by them
Remote e-Voting Nil  
Electronic voting at the AGM Nil  
TOTAL Nil Nil

 

Percentage of votes cast in favour: 99.12 

Percentage of votes cast against: 00.88

 

8
 
6.RESOLUTION NO.6 AS AN ORDINARY RESOLUTION:

 

Appointment of M/S B S R & Co. LLP, Chartered Accountants (Registration No. 101248W) as statutory auditors of the Company

 

(i)Voted in favour of the resolution:

 

Particulars of Voting

 

Number of members voted Number of votes cast by them % of total number of valid votes cast

Remote e-Voting

 

1844 3,73,91,85,948  
Electronic voting at the AGM 26 4973  
TOTAL 1870 3,73,91,90,921 96.91

 

(ii)Voted against the resolution:

 

Particulars of Voting

 

Number of members voted Number of votes cast by them % of total number of valid votes cast

Remote e-Voting

 

123 11,93,42,189  
Electronic voting at the AGM Nil Nil  
TOTAL 123 11,93,42,189 3.09

 

(iii)Invalid votes:

 

Particulars of Voting Total number of members whose votes were declared invalid Total number of votes cast by them
Remote e-Voting Nil  
Electronic voting at the AGM Nil  
TOTAL Nil Nil

 

Percentage of votes cast in favour: 96.91 

Percentage of votes cast against: 3.09

 

9
 

7. RESOLUTION NO. 7 AS AN ORDINARY RESOLUTION:

 

Appointment of Branch Auditors pursuant to the provisions of Section 143 (8) and other applicable provisions, if any, of the Companies Act, 2013

 

(i)Voted in favour of the resolution:

 

Particulars of Voting

 

Number of members voted Number of votes cast by them % of total number of valid votes cast

Remote e-Voting

 

1910 3,83,23,57,364  
Electronic voting at the AGM 26 4973  
TOTAL 1936 3,83,23,62,337 99.24

 

(ii)Voted against the resolution:

 

Particulars of Voting

 

Number of members voted Number of votes cast by them % of total number of valid votes cast

Remote e-Voting

 

58 2,94,01,927  
Electronic voting at the AGM Nil Nil  
TOTAL 58 2,94,01,927 0.76

 

(iii)Invalid votes:

 

Particulars of Voting Total number of members whose votes were declared invalid Total number of votes cast by them
Remote e-Voting Nil  
Electronic voting at the AGM Nil  
TOTAL Nil Nil

 

Percentage of votes cast in favour: 99.24 

Percentage of votes cast against: 0.76

 

10
 
8.RESOLUTION NO.8 AS AN ORDINARY RESOLUTION:

 

Appointment of Mr. Vijay Chandok, (DIN: 01545262) as a Director of the Bank

 

(i)Voted in favour of the resolution:

 

Particulars of Voting

 

Number of members voted Number of votes cast by them % of total number of valid votes cast

Remote e-Voting

 

1865 3,87,30,35,593  
Electronic voting at the AGM 26 4973  
TOTAL 1891 3,87,30,40,566 98.68

 

(ii)Voted against the resolution:

 

Particulars of Voting

 

Number of members voted Number of votes cast by them % of total number of valid votes cast

Remote e-Voting

 

106 5,16,52,275  
Electronic voting at the AGM Nil Nil  
TOTAL 106 5,16,52,275 1.32

 

(iii)Invalid votes:

 

Particulars of Voting Total number of members whose votes were declared invalid Total number of votes cast by them
Remote e-Voting Nil  
Electronic voting at the AGM Nil  
TOTAL Nil Nil

 

Percentage of votes cast in favour: 98.68 

Percentage of votes cast against: 1.32

 

11
 
9.RESOLUTION NO.9 AS AN ORDINARY RESOLUTION:

 

Appointment of Mr. Vijay Chandok (DIN: 01545262) as a Wholetime Director (designated as Executive Director) of the Bank

 

(i)Voted in favour of the resolution:

 

Particulars of Voting

 

Number of members voted Number of votes cast by them % of total number of valid votes cast

Remote e-Voting

 

1841 3,82,64,96,620  
Electronic voting at the AGM 26 4973  
TOTAL 1867 3,82,65,01,593 98.83

 

(ii)Voted against the resolution:

 

Particulars of Voting

 

Number of members voted Number of votes cast by them % of total number of valid votes cast

Remote e-Voting

 

107 4,51,37,966  
Electronic voting at the AGM Nil Nil  
TOTAL 107 4,51,37,966 1.17

 

(iii)Invalid votes:

 

Particulars of Voting Total number of members whose votes were declared invalid Total number of votes cast by them
Remote e-Voting Nil  
Electronic voting at the AGM Nil  
TOTAL Nil Nil

 

Percentage of votes cast in favour: 98.83 

Percentage of votes cast against: 1.17

 

12
 
10.RESOLUTION NO.10 AS AN ORDINARY RESOLUTION:

 

Payment of profit linked commission up to Rs. 1,000,000 per annum to each non-executive Director of the Bank other than part-time Chairman and the director nominated by the Government of India.

 

(i)Voted in favour of the resolution:

 

Particulars of Voting

 

Number of members voted Number of votes cast by them % of total number of valid votes cast

Remote e-Voting

 

1669 3,66,02,86,919  
Electronic voting at the AGM 26 4973  
TOTAL 1695 3,66,02,91,892 95.00

 

(ii)Voted against the resolution:

 

Particulars of Voting

 

Number of members voted Number of votes cast by them % of total number of valid votes cast

Remote e-Voting

 

293 19,28,32,540  
Electronic voting at the AGM Nil Nil  
TOTAL 293 19,28,32,540 5.00

 

(iii)Invalid votes:

 

Particulars of Voting Total number of members whose votes were declared invalid Total number of votes cast by them
Remote e-Voting Nil  
Electronic voting at the AGM Nil  
TOTAL Nil Nil

 

Percentage of votes cast in favour:95.00 

Percentage of votes cast against: 5.00

 

13
 
11.RESOLUTION NO.11 AS A SPECIAL RESOLUTION:

 

Authority to the Board of Directors to borrow by way of issue of non-convertible securities including but not limited to bonds and non-convertible debentures in one or more tranches of upto 25,000 crores on a private placement basis.

 

(i)Voted in favour of the resolution:

 

Particulars of Voting

 

Number of members voted Number of votes cast by them % of total number of valid votes cast

Remote e-Voting

 

1894 3,92,42,44,970  
Electronic voting at the AGM 26 4973  
TOTAL 1920 3,92,42,49,943 99.99

 

(ii)Voted against the resolution:

 

Particulars of Voting

 

Number of members voted Number of votes cast by them % of total number of valid votes cast

Remote e-Voting

 

87 5,62,023  
Electronic voting at the AGM Nil Nil  
TOTAL 87 5,62,023 0.01

 

(iii)Invalid votes:

 

Particulars of Voting Total number of members whose votes were declared invalid Total number of votes cast by them
Remote e-Voting Nil  
Electronic voting at the AGM Nil  
TOTAL Nil Nil

 

Percentage of votes cast in favour: 99.99 

Percentage of votes cast against: 0.01

 

Based on the foregoing, all the above Resolutions 1 to 11 as also mentioned in the AGM Notice of the Company dated May 26, 2016 were passed under Remote e-voting and electronic voting conducted at AGM with the requisite majority.

 

14
 

All the relevant records of e-Voting will remain in my safe custody until the Chairman considers, approves and signs the Minutes of the 22nd Annual General Meeting and the same shall be handed over thereafter to the Chairman or the Company Secretary for safe keeping.

 

Thanking you,

 

Sincerely,

 

/s/ Alwyn D’souza

 

Alwyn D’souza 

F.C.S No.5559, 

Certificate of Practice No.5137 

Practising Company Secretary  

Place : Vadodara 

Date 11th July, 2016

 

Countersigned by :

 

For ICICI Bank Limited

 

/s/ P. Sanker 

 

Mr. P. Sanker

Senior General Manager (Legal) & 

Company Secretary 

(as authorised by the Chairman)

 

15
 

Item 3

 

Date of the AGM July 11, 2016
Total number of shareholders on record date (July 4, 2016) 986,040
No. of shareholders present in the meeting either in person or through proxy  
Promoters and Promoter Group : Not Applicable
Public : 558  
No of shareholders who attended the meeting through video conferencing:  
Promoters and Promoter Group : Not Applicable
Public : Not Applicable
     
Agenda-wise disclosure (to be disclosed seperately for each agenda item) As disclosed below
Whether promoter/promoter group are interested in the agenda resolution Not applicable

 

Details of Agenda

 

Item No.1 - To receive, consider and adopt the financial statements for the financial year ended March 31, 2016 together with the Reports of the Directors and the Auditors

 

Resolution required : Ordinary Resolution

 

Whether promoter/ promoter group are interested  in the agenda/ resolution Not Applicable

 

Mode of voting is e-Voting which includes both remote e-Voting and electronic voting at the AGM venue. 

Category Mode of Voting No. of shares held No of votes Polled  % of Votes Polled on outstanding shares
 
No. of Votes – in favour No. of Votes – against  % of Votes in favour on votes polled  % of Votes against on votes polled
    (1) (2) (3)=
([(2)/(1)]*100
(4) (5) (6)=
[(4)/(2)]*100
(7)=
[(5)/(2)]*100
Promoter and Promoter Group E-Voting  -      -     -      -     - -    -
Poll  -      -     -      -       -    -     -   
Postal Ballot (if applicable)  -      -     -      -       -    -     -   
Total -    -     -     -       -       -      -   
Public -Institutions E-Voting  -    3,881,534,003 73.64  3,881,534,003    -     100.00  -   
Poll  -      -     -      -     - -     -   
Postal Ballot (if applicable)  -      -     -      -       -    -     -   
Total  5,270,665,253  3,881,534,003   73.64   3,881,534,003    -      100.00  -   
Public-Non Institutions E-Voting  -     40,316,269   7.38  39,777,724   538,545    98.66   1.34
Poll  -      -     -      -       -    -     -   
Postal Ballot (if applicable)  -      -     -      -       -    -     -   
Total  546,256,727   40,316,269 7.38 39,777,724 538,545 98.66   1.34
Total   5,816,921,980 3,921,850,272 67.42  3,921,311,727  538,545    99.99   0.01

 

 
 

Item No.2 - To declare dividend on preference shares

 

Resolution required : Ordinary Resolution

 

Whether promoter/ promoter group are interested  in the agenda/ resolution Not Applicable

 

Mode of voting is e-Voting which includes both remote e-Voting and electronic voting at the AGM venue. 

Category Mode of Voting No. of shares held No of votes Polled  % of Votes Polled on outstanding shares
 
No. of Votes – in favour No. of Votes – against  % of Votes in favour on votes polled  % of Votes against on votes polled
    (1) (2) (3)=
([(2)/(1)]*100
(4) (5) (6)=
[(4)/(2)]*100
(7)=
[(5)/(2)]*100
Promoter and Promoter Group E-Voting  -      -     -      -     - -     -
Poll  -      -     -      -       -    -     -   
Postal Ballot (if applicable)  -      -     -      -       -    -     -   
Total -    -     -     -       -       -      -   
Public -Institutions E-Voting  -    3,888,396,285 73.77  3,888,396,285    -     100.00  -   
Poll  -      -     -      -       -    -     -   
Postal Ballot (if applicable)  -      -     -      -       -    -     -   
Total  5,270,665,253  3,888,396,285 73.77  3,888,396,285    -     100.00  -   
Public-Non Institutions E-Voting  -     36,417,105   6.67  35,853,227   563,878    98.45   1.55
Poll  -      -     -      -       -    -     -   
Postal Ballot (if applicable)  -      -     -      -       -    -     -   
Total  546,256,727   36,417,105 6.67 35,853,227 563,878    98.45   1.55
Total   5,816,921,980 3,924,813,390 67.47 3,924,249,512  563,878    99.99   0.01

 

 
 

Item No.3 - To declare dividend on equity shares

 

Resolution required : Ordinary Resolution

 

Whether promoter/ promoter group are interested  in the agenda/ resolution Not Applicable

 

Mode of voting is e-Voting which includes both remote e-Voting and electronic voting at the AGM venue. 

Category Mode of Voting No. of shares held No of votes Polled  % of Votes Polled on outstanding shares
 
No. of Votes – in favour No. of Votes – against  % of Votes in favour on votes polled  % of Votes against on votes polled
    (1) (2) (3)=
([(2)/(1)]*100
(4) (5) (6)=
[(4)/(2)]*100
(7)=
[(5)/(2)]*100
Promoter and Promoter Group E-Voting  -      -     -      -       -    -     -
Poll  -      -     -      -       -    -     -   
Postal Ballot (if applicable)  -      -     -      -       -    -     -   
Total -      -     -      -       -    -     -   
Public -Institutions E-Voting  -    3,884,825,026 73.71  3,884,825,026    -     100.00  -   
Poll  -       -      -       -    -     -   
Postal Ballot (if applicable)  -      -     -      -       -    -     -   
Total  5,270,665,253 3,884,825,026 73.71  3,884,825,026    -     100.00  -   
Public-Non Institutions E-Voting  -     39,993,493   7.32  39,469,374   524,119    98.69   1.31
Poll  -      -     -      -       -    -     -   
Postal Ballot (if applicable)  -      -     -      -       -    -     -   
Total  546,256,727  39,993,493   7.32  39,469,374   524,119    98.69   1.31
Total   5,816,921,980 3,924,818,519 67.47  3,924,294,400   524,119    99.99   0.01

 

 
 

Item No.4 - To appoint a director in place of Mr. Rajiv Sabharwal (DIN: 00057333), who retires by rotation and, being eligible, offers himself for re-appointment

 

Resolution required : Ordinary Resolution

 

Whether promoter/ promoter group are interested  in the agenda/ resolution Not Applicable

 

Mode of voting is e-Voting which includes both remote e-Voting and electronic voting at the AGM venue. 

Category Mode of Voting No. of shares held No of votes Polled  % of Votes Polled on outstanding shares
 
No. of Votes – in favour No. of Votes – against  % of Votes in favour on votes polled  % of Votes against on votes polled
    (1) (2) (3)=
([(2)/(1)]*100
(4) (5) (6)=
[(4)/(2)]*100
(7)=
[(5)/(2)]*100
Promoter and Promoter Group E-Voting  -      -     -      -       -    -     -
Poll  -      -     -      -       -    -     -   
Postal Ballot (if applicable)  -      -     -      -       -    -     -   
Total -      -     -      -       -    -     -   
Public -Institutions E-Voting  -    3,897,760,998 73.95  3,864,119,705   33,641,293    99.14   0.86
Poll  -      -     -      -       -    -     -   
Postal Ballot (if applicable)  -      -     -      -       -    -     -   
Total  5,270,665,253 3,897,760,998 73.95  3,864,119,705   33,641,293    99.14   0.86
Public-Non Institutions E-Voting  -     27,036,205   4.95  26,475,736   560,469    97.93   2.07
Poll  -      -     -      -       -    -     -   
Postal Ballot (if applicable)  -      -     -      -       -    -     -   
Total  546,256,727  27,036,205   4.95  26,475,736   560,469    97.93   2.07
Total   5,816,921,980 3,924,797,203 67.47  3,890,595,441  34,201,762    99.13   0.87

 

 
 

Item No.5 - To appoint a director in place of Mr. N. S. Kannan (DIN: 00066009), who retires by rotation and, being eligible, offers himself for re-appointment

 

Resolution required : Ordinary Resolution

 

Whether promoter/ promoter group are interested  in the agenda/ resolution Not Applicable

 

Mode of voting is e-Voting which includes both remote e-Voting and electronic voting at the AGM venue. 

Category Mode of Voting No. of shares held No of votes Polled  % of Votes Polled on outstanding shares
 
No. of Votes – in favour No. of Votes – against  % of Votes in favour on votes polled  % of Votes against on votes polled
    (1) (2) (3)=
([(2)/(1)]*100
(4) (5) (6)=
[(4)/(2)]*100
(7)=
[(5)/(2)]*100
Promoter and Promoter Group E-Voting  -      -     -      -       -    -     -
Poll  -      -     -      -       -    -     -   
Postal Ballot (if applicable)  -      -     -      -       -    -     -   
Total -      -     -      -       -    -     
Public -Institutions E-Voting  -    3,893,598,169 73.87  3,859,956,876   33,641,293    99.14   0.86
Poll  -      -     -      -       -    -     -   
Postal Ballot (if applicable)  -      -     -      -       -    -     -   
Total  5,270,665,253 3,893,598,169 73.87  3,859,956,876   33,641,293    99.14   0.86
Public-Non Institutions E-Voting  -     31,205,897   5.71  30,438,505   767,392    97.54   2.46
Poll  -      -     -      -       -    -     -   
Postal Ballot (if applicable)  -      -     -      -       -    -     -   
Total  546,256,727  31,205,897   5.71  30,438,505   767,392    97.54   2.46
Total   5,816,921,980 3,924,804,066 67.47  3,890,395,381   34,408,685    99.12   0.88

 

 
 

Item No.6 - Appointment of M/S B S R & Co. LLP, Chartered Accountants (Registration No. 101248W) as statutory auditors of the Company

 

Resolution required : Ordinary Resolution

 

Whether promoter/ promoter group are interested  in the agenda/ resolution Not Applicable

 

Mode of voting is e-Voting which includes both remote e-Voting and electronic voting at the AGM venue. 

Category Mode of Voting No. of shares held No of votes Polled  % of Votes Polled on outstanding shares
 
No. of Votes – in favour No. of Votes – against  % of Votes in favour on votes polled  % of Votes against on votes polled
    (1) (2) (3)=
([(2)/(1)]*100
(4) (5) (6)=
[(4)/(2)]*100
(7)=
[(5)/(2)]*100
Promoter and Promoter Group E-Voting  -      -     -      -       -    -     -
Poll  -      -     -      -       -    -     -   
Postal Ballot (if applicable)  -      -     -      -       -    -     -   
Total -      -     -      -       -    -     
Public -Institutions E-Voting  -    3,823,964,366 72.55  3,705,170,781 118,793,585    96.89   3.11
Poll  -      -     -      -       -    -     -   
Postal Ballot (if applicable)  -      -     -      -       -    -     -   
Total  5,270,665,253 3,823,964,366 72.55  3,705,170,781 118,793,585    96.89   3.11
Public-Non Institutions E-Voting  -     34,568,744   6.33  34,020,140   548,604    98.41   1.59
Poll  -      -     -      -       -    -     -   
Postal Ballot (if applicable)  -      -     -      -       -    -     -   
Total  546,256,727  34,568,744   6.33  34,020,140 548,604    98.41   1.59
Total   5,816,921,980 3,858,533,110 66.33  3,739,190,921 119,342,189    96.91   3.09

 

 
 

Item No.7 - Appointment of Branch Auditors pursuant to the provisions of Section 143 (8) and other applicable provisions, if any, of the Companies Act, 2013

 

Resolution required : Ordinary Resolution

 

Whether promoter/ promoter group are interested  in the agenda/ resolution Not Applicable

 

Mode of voting is e-Voting which includes both remote e-Voting and electronic voting at the AGM venue. 

Category Mode of Voting No. of shares held No of votes Polled  % of Votes Polled on outstanding shares
 
No. of Votes – in favour No. of Votes – against  % of Votes in favour on votes polled  % of Votes against on votes polled
    (1) (2) (3)=
([(2)/(1)]*100
(4) (5) (6)=
[(4)/(2)]*100
(7)=
[(5)/(2)]*100
Promoter and Promoter Group E-Voting  -      -     -      -       -    -     -
Poll  -      -     -      -       -    -     -   
Postal Ballot (if applicable)  -      -     -      -       -    -     -   
Total -      -     -      -       -    -     
Public -Institutions E-Voting  -    3,821,511,076 72.51  3,792,657,314   28,853,762    99.24   0.76
Poll  -      -     -      -       -    -     -   
Postal Ballot (if applicable)  -      -     -      -       -    -     -   
Total  5,270,665,253 3,821,511,076 72.51  3,792,657,314   28,853,762    99.24   0.76
Public-Non Institutions E-Voting  -     40,253,188   7.37  39,705,023   548,165    98.64   1.36
Poll  -      -     -      -       -    -     -   
Postal Ballot (if applicable)  -      -     -      -       -    -     -   
Total  546,256,727  40,253,188   7.37  39,705,023   548,165    98.64   1.36
Total   5,816,921,980 3,861,764,264 66.39  3,832,362,337   29,401,927    99.24   0.76

 

 
 

Item No.8 - Appointment of Mr. Vijay Chandok, (DIN: 01545262) as a Director of the Bank

 

Resolution required : Ordinary Resolution

 

Whether promoter/ promoter group are interested  in the agenda/ resolution Not Applicable

 

Mode of voting is e-Voting which includes both remote e-Voting and electronic voting at the AGM venue. 

Category Mode of Voting No. of shares held No of votes Polled  % of Votes Polled on outstanding shares
 
No. of Votes – in favour No. of Votes – against  % of Votes in favour on votes polled  % of Votes against on votes polled
    (1) (2) (3)=
([(2)/(1)]*100
(4) (5) (6)=
[(4)/(2)]*100
(7)=
[(5)/(2)]*100
Promoter and Promoter Group E-Voting  -      -     -      -       -    -     -
Poll  -      -     -      -       -    -     -   
Postal Ballot (if applicable)  -      -     -      -       -    -     -   
Total -      -     -      -       -    -     
Public -Institutions E-Voting  -    3,878,337,019 73.58  3,827,252,335   51,084,684    98.68   1.32
Poll  -      -     -      -       -    -     -   
Postal Ballot (if applicable)  -      -     -      -       -    -     -   
Total  5,270,665,253 3,878,337,019 73.58  3,827,252,335   51,084,684    98.68   1.32
Public-Non Institutions E-Voting  -     46,355,822   8.49  45,788,231   567,591    98.78   1.22
Poll  -      -     -      -       -    -     -   
Postal Ballot (if applicable)  -      -     -      -       -    -     -   
Total  546,256,727  46,355,822   8.49  45,788,231 567,591    98.78   1.22
Total   5,816,921,980 3,924,692,841 67.47  3,873,040,566 51,652,275    98.68   1.32

 

 
 

Item No. 9 - Appointment of Mr. Vijay Chandok (DIN: 01545262) as a Wholetime Director (designated as Executive Director) of the Bank

 

Resolution required : Ordinary Resolution

 

Whether promoter/ promoter group are interested  in the agenda/ resolution Not Applicable

 

Mode of voting is e-Voting which includes both remote e-Voting and electronic voting at the AGM venue. 

Category Mode of Voting No. of shares held No of votes Polled  % of Votes Polled on outstanding shares
 
No. of Votes – in favour No. of Votes – against  % of Votes in favour on votes polled  % of Votes against on votes polled
    (1) (2) (3)=
([(2)/(1)]*100
(4) (5) (6)=
[(4)/(2)]*100
(7)=
[(5)/(2)]*100
Promoter and Promoter Group E-Voting  -      -     -      -       -    -     -
Poll  -      -     -      -       -    -     -   
Postal Ballot (if applicable)  -      -     -      -       -    -     -   
Total -      -     -      -       -    -     
Public -Institutions E-Voting  -    3,824,635,005 72.56  3,780,066,109   44,568,896    98.83   1.17
Poll  -      -     -      -       -    -     -   
Postal Ballot (if applicable)  -      -     -      -       -    -     -   
Total  5,270,665,253 3,824,635,005 72.56  3,780,066,109   44,568,896    98.83   1.17
Public-Non Institutions E-Voting  -     47,004,554   8.60  46,435,484   569,070    98.79   1.21
Poll  -      -     -      -       -    -     -   
Postal Ballot (if applicable)  -      -     -      -       -    -     -   
Total  546,256,727 47,004,554   8.60  46,435,484   569,070    98.79   1.21
Total   5,816,921,980 3,871,639,559 66.56 3,826,501,593  45,137,966    98.83   1.17

 

 
 

Item No. 10 - Payment of profit linked commission up to Rs. 1,000,000 per annum to each non-executive Director of the Bank other than part-time Chairman and the director nominated by the Government of India

 

Resolution required : Ordinary Resolution

 

Whether promoter/ promoter group are interested  in the agenda/ resolution Not Applicable

 

Mode of voting is e-Voting which includes both remote e-Voting and electronic voting at the AGM venue. 

Category Mode of Voting No. of shares held No of votes Polled  % of Votes Polled on outstanding shares
 
No. of Votes – in favour No. of Votes – against  % of Votes in favour on votes polled  % of Votes against on votes polled
    (1) (2) (3)=
([(2)/(1)]*100
(4) (5) (6)=
[(4)/(2)]*100
(7)=
[(5)/(2)]*100
Promoter and Promoter Group E-Voting  -      -     -      -       -    -     -
Poll  -      -     -      -       -    -     -   
Postal Ballot (if applicable)  -      -     -      -       -    -     -   
Total -      -     -      -       -    -     
Public -Institutions E-Voting  -    3,807,549,170 72.24  3,615,449,774 192,099,396    94.95   5.05
Poll  -      -     -      -       -    -     -   
Postal Ballot (if applicable)  -      -     -      -       -    -     -   
Total  5,270,665,253 3,807,549,170 72.24  3,615,449,774 192,099,396    94.95   5.05
Public-Non Institutions E-Voting  -     45,575,262 8.34  44,842,118   733,144    98.39   1.61
Poll  -      -     -      -       -    -     -   
Postal Ballot (if applicable)  -      -     -      -       -    -     -   
Total  546,256,727  45,575,262   8.34  44,842,118 733,144    98.39   1.61
Total   5,816,921,980 3,853,124,432 66.24  3,660,291,892 192,832,540    95.00   5.00

 

 
 

Item No. 11 - Authority to the Board of Directors to borrow by way of issue of non-convertible securities including but not limited to bonds and non-convertible debentures in one or more tranches of upto ₹ 25,000 crores on a private placement basis

 

Resolution required : Special Resolution

 

Whether promoter/ promoter group are interested  in the agenda/ resolution Not Applicable

 

Mode of voting is e-Voting which includes both remote e-Voting and electronic voting at the AGM venue. 

Category Mode of Voting No. of shares held No of votes Polled  % of Votes Polled on outstanding shares
 
No. of Votes – in favour No. of Votes – against  % of Votes in favour on votes polled  % of Votes against on votes polled
    (1) (2) (3)=
([(2)/(1)]*100
(4) (5) (6)=
[(4)/(2)]*100
(7)=
[(5)/(2)]*100
Promoter and Promoter Group E-Voting  -      -     -      -       -    -     -
Poll  -      -     -      -       -    -     -   
Postal Ballot (if applicable)  -      -     -      -       -    -     -   
Total -      -     -      -       -    -     
Public -Institutions E-Voting  -    3,875,099,870 73.52  3,875,099,870    -     100.00  -   
Poll  -      -     -      -       -    -     -   
Postal Ballot (if applicable)  -      -     -      -       -    -     -   
Total  5,270,665,253 3,875,099,870 73.52  3,875,099,870    -     100.00  -   
Public-Non Institutions E-Voting  -     49,712,096   9.10  49,150,073   562,023    98.87   1.13
Poll  -      -     -      -       -    -     -   
Postal Ballot (if applicable)  -      -     -      -       -    -     -   
Total 546,256,727 49,712,096 9.10 49,150,073 562,023 98.87 1.13
Total   5,816,921,980 3,924,811,966 67.47 3,924,249,943 562,023 99.99 0.01

 

Percentage figures have been rounded off to nearest decimal. 

All the above resolutions have been passed with requisite majority.

 

Note: Section 12(2) of the Banking Regulation Act, 1949 caps the voting rights of shareholders of a bank upto 15% of the total voting rights of all shareholders. In line with the same, the shareholding of Deutsche Bank Trust Company Americas (DBTCA)(Depositary to the ADS holders) which was 1,476,461,326 equity shares and which formed 25.38% of the total equity shares (5,816,921,980 equity shares) as on the cut off date i.e. July 4, 2016 was reckoned only to the extent of 872,538,297 equity shares i.e. 15% of the total equity shares for the purpose of electronic voting. Hence in the column pertaining to number of shares held, the actual number of shares held by DBTCA i.e. 1,476,461,326 equity shares is included and in the number of votes polled, only 15% of the total number of equity shares i.e 872,538,297 equity shares are reckoned

 

  For ICICI Bank Limited
   
  /s/ P. Sanker
   
  P. Sanker
  Senior General Manager (Legal)
  & Company Secretary

 

 
 

Item 4

 

Summary of proceedings of the Twenty-Second Annual General Meeting of ICICI Bank Limited held on Monday, July 11, 2016

 

The Twenty-Second Annual General Meeting (AGM) of the Members of the Bank was held on Monday, July 11, 2016 at 12.00 noon at Sir Sayajirao Nagargruh, Vadodara Mahanagar Seva Sadan, Near GEB Colony, Old Padra Road, Akota, Vadodara 390 020, Gujarat, India.

 

Mr. M. K. Sharma, Non-Executive (part-time) Chairman of the Bank, chaired the meeting.

 

The Meeting was attended by 558 members in person, by proxy and through authorised representatives.

 

The following Directors were present:

 

1.Mr. M. K. Sharma, Chairman

2.Mr. Dileep Choksi, non-executive Independent Director

3.Mr. Homi Khusrokhan, non-executive Independent Director and Chairman of the Audit Committee, Stakeholders Relationship Committee and Board Governance, Remuneration & Nomination Committee

4.Mr. M. S. Ramachandran, non-executive Independent Director

5.Dr. Tushaar Shah, non-executive Independent Director

6.Mr. V. Sridar, non-executive Independent Director

7.Ms. Chanda Kochhar, Managing Director & CEO

8.Mr. N. S. Kannan, Executive Director

9.Mr. Rajiv Sabharwal, Executive Director

10.Ms. Vishakha Mulye, Executive Director

 

Mr. V.K. Sharma, non-executive Independent Director and Mr. Alok Tandon, government nominee Director could not attend the AGM due to their other unavoidable prior commitments.

 

Mr. Vijay Chandok, Executive Director (Designate), Mr. Rakesh Jha, Chief Financial Officer, Mr. P. Sanker, Senior General Manager (Legal) & Company Secretary and Mr. Ranganath Athreya, General Manager and Joint Company Secretary were present at the Meeting.

 

The requisite quorum as per Companies Act, 2013 (CA2013) being present, the Chairman declared the Meeting to be in order and welcomed the Members. The Chairman thereafter introduced all the Directors and informed that the register of proxies, instruments of proxy and inspection documents were open for inspection by the Members till the conclusion of the Meeting. He informed the Members that as required under Regulation 13 of the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014, a certificate from the statutory auditors of the Bank, stating that the Employee Stock Option Scheme of the Bank has been implemented in accordance with the said regulations, has been obtained by the Bank and was placed at the Meeting.

 

 
 

With the consent of the Members present, the Notice convening the Twenty-Second AGM was taken as read. The Chairman informed the Members that there were no adverse qualifications, observations or comments of the auditors. He then requested Mr. P. Sanker to read out the key segments of the Auditors Report. Mr. Sanker read the key segments of the Auditors Report and with the consent of the Members present, the rest of the Auditors Report was taken as read.

 

An audio visual presentation was then screened for the benefit of the Members.

 

Ms. Chanda Kochhar briefly addressed the Members after which the Chairman then invited members to ask their queries, if any, give their suggestions, seek clarifications. Ms. Kochhar responded to the queries/suggestions of Members.

 

The Chairman informed the Members that pursuant to the provisions of Section 108 of the CA2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 and Regulation 44 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Bank had extended the Remote e-Voting facility to the members of the Bank in respect of the business to be transacted at the AGM as set out in the notice of AGM dated May 26, 2016. The Chairman further informed that the Remote e-Voting facility had commenced at 9.00 a.m. IST on Friday, July 8, 2016 and ended on 5.00 p.m. IST on Sunday, July 10, 2016. The Chairman also informed that to facilitate the members who could not cast their votes through Remote e-Voting, the Bank had provided the facility for electronic voting at the AGM venue.

 

The Chairman informed the Members that the Board had appointed Mr. Alwyn D’souza of Alwyn D’Souza & Co., Company Secretaries as the scrutinizer to scrutinize the remote e-voting process and electronic voting at the AGM, in a fair and transparent manner.

 

The Chairman authorised Mr. P. Sanker to declare the results of the remote e-voting as well as electronic voting done at the AGM venue through announcing the results to the stock exchanges as well as by hosting the results on the website alongwith the scrutiniser’s report and these would be recorded as part of the proceedings of the AGM. The Chairman then thanked the Members for their co-operation and suggestions and declared the meeting as closed.

 

The following items of business were transacted through remote e-Voting and through electronic voting at the AGM venue:

 

Ordinary Business:

 

1.To receive, consider and adopt the financial Statements for the financial year ended March 31, 2016 together with the Reports of the Directors and the Auditors.

 

2.To declare dividend on preference shares.

 

 
 
3.To declare dividend on equity shares.

 

4.To appoint a director in place of Mr. Rajiv Sabharwal (DIN: 00057333), who retires by rotation and, being eligible, offers himself for re-appointment.

 

5.To appoint a director in place of Mr. N. S. Kannan (DIN: 00066009), who retires by rotation and, being eligible, offers himself for re-appointment.

 

6.Appointment of M/s B S R & Co. LLP, Chartered Accountants (Registration No. 101248W) as statutory auditors for the year ending March 31, 2017.

 

7.Appointment of branch auditors pursuant to the provisions of Section 143(8) and other applicable provisions, if any of the Companies Act, 2013.

 

Special Business:

 

8.Appointment of Mr. Vijay Chandok (DIN: 01545262) as a Director of the Bank.

 

9.Appointment of Mr. Vijay Chandok (DIN: 01545262) as a Wholetime Director (designated as Executive Director) of the Bank.

 

10.Payment of profit linked commission upto ₹ 1,000,000 per annum to each non-executive Director of the Bank other than part-time Chairman and the director nominated by the Government of India.

 

11.Authority to the Board of Directors to borrow by way of issue of non-convertible securities including but not limited to bonds and non-convertible debentures in one or more tranches of upto ₹ 25,000 crores on a private placement basis.

 

Basis the consolidated Scrutinizer’s report dated July 11, 2016, all resolutions as set out in the Notice of the AGM dated May 26, 2016 were passed by the Members with requisite majority.

 

For ICICI Bank Limited

 

/s/ P. Sanker

 

P. Sanker

Senior General Manager (Legal) 

& Company Secretary

 

 
 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorised.

 

    For ICICI Bank Limited
     
Date: July 12, 2016   By: /s/ P. Sanker
        Name :

P. Sanker

 

        Title   : Senior General Manager (Legal) & Company Secretary