FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Report of Foreign Issuer
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934
For the month of August 2020
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.
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):
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):
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:
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
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|
|
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1.
|
Other news
|
2.
|
Summary of proceedings
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3.
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Consolidated Scrutinizer’s Report
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4.
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Voting results
|
Item 1
OTHER NEWS
Sub: Outcome
of the Twenty-Sixth Annual General Meeting
IBN
ICICI
Bank Limited (the ‘Bank’) Report on Form 6-K
The
Bank has made the following announcement to the Indian stock exchanges:
The Twenty-Sixth
Annual General Meeting of the Members of ICICI Bank Limited was held on Friday, August 14, 2020 at 3:30 p.m. IST through Video
Conferencing/Other Audio Visual Means.
We hereby
submit the below mentioned documents:
|
1.
|
Summary
of proceedings of the Twenty-Sixth Annual General Meeting as required under the Regulation
30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
|
|
2.
|
Consolidated
Scrutinizer’s Report issued pursuant to the applicable provisions of the Companies
Act, 2013 and rules made thereunder.
|
|
3.
|
Voting results in the format prescribed
under Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015.
|
Request you take the above information
on record.
ICICI
Bank Limited
ICICI Bank Towers
Bandra-Kurla Complex
Mumbai 400 051, India.
|
Tel.: (91-22) 2653 1414
Fax: (91-22) 2653 1122
Website www.icicibank.com
CIN.: L65190GJ1994PLC021012
|
Regd. Office: ICICI Bank
Tower,
Near Chakli Circle,
Old Padra Road
Vadodara 390007. India
|
Item 2
Summary of proceedings of
the Twenty-Sixth Annual General Meeting of ICICI Bank Limited held on Friday, August 14, 2020
The Twenty-Sixth Annual General
Meeting (AGM) of the Members of the Bank was held on Friday, August 14, 2020 at 3.30 p.m. IST through Video Conferencing/Other
Audio Visual Means (VC/OAVM).
Mr. Girish Chandra Chaturvedi,
Non-Executive (part-time) Chairman of the Bank, chaired the Meeting.
The following Directors were present:
|
1.
|
Mr. Girish Chandra Chaturvedi, Independent Director, Non-Executive (part-time) Chairman
|
|
2.
|
Mr. Hari L. Mundra, non-executive Independent Director, Chairman of Stakeholders Relationship Committee
|
|
3.
|
Mr. S. Madhavan, non-executive Independent Director
|
|
4.
|
Ms. Neelam Dhawan, non-executive Independent Director and Chairperson of the Board Governance,
Remuneration & Nomination Committee
|
|
5.
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Mr. Radhakrishnan Nair, non-executive Independent Director
|
|
6.
|
Ms. Rama Bijapurkar, non-executive Independent Director
|
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7.
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Mr. B. Sriram, non-executive Independent Director
|
|
8.
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Mr. Uday Chitale, non-executive Independent Director and Chairman of the Audit Committee
|
|
9.
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Mr. Lalit Kumar Chandel, Government Nominee Director
|
|
10.
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Mr. Anup Bagchi, Executive Director
|
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11.
|
Mr. Sandeep Bakhshi, Managing Director & Chief Executive Officer
|
|
12.
|
Ms. Vishakha Mulye, Executive Director
|
Mr. Sandeep Batra, President,
Mr. Rakesh Jha, Group Chief Financial Officer, and Mr. Ranganath Athreya, Company Secretary were also present.
The authorised representative
of Statutory Auditors and Secretarial Auditors of the Bank were also present.
The requisite quorum being present,
the Chairman declared the Meeting to be in order and welcomed the Members. The Chairman informed that the statutory registers as
required under the Companies Act, 2013, Auditors Report, Secretarial Audit Report and the documents referred in the Notice of AGM
dated May 9, 2020 were open for inspection. 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 available for inspection.
ICICI Bank Limited
ICICI Bank Towers
Bandra-Kurla Complex
Mumbai 400 051, India.
|
Tel.: (91-22) 2653 1414
Fax: (91-22) 2653 1122
Website www.icicibank.com
CIN.: L65190GJ1994PLC021012
|
Regd. Office: ICICI Bank
Tower,
Near Chakli Circle,
Old Padra Road
Vadodara 390007. India
|
With the consent of the Members
present, the Notice convening the Twenty-Sixth AGM was taken as read. The Chairman informed the Members that there were no qualifications,
observations or comments or other remarks in the Auditors Report on the financial transactions or matters, which have any adverse
effect on the functioning of the Company.
The Chairman also informed the
Members that there were no qualifications, observations or comments or other remarks in the Secretarial Audit Report which have
any material adverse effect on the functioning of the Company.
The Chairman then invited Members
to express their views/ask questions pertaining to the Agenda of the meeting.
Mr. Sandeep
Bakhshi provided requisite clarification and information on the various queries raised by the Members.
The Chairman informed the Members
that pursuant to the provisions of Section 108 of the CA2013 read with Rule 20 of the Companies (Management and Administration)
Rules, 2014 and Regulation 44 of the Securities and Exchange Board of India (Listing Obligations & Disclosure Requirements)
Regulations, 2015, the Bank had extended the remote e-voting facility to the Members of the Bank in respect of the business to
be transacted at the AGM as set out in the Notice of AGM dated May 9, 2020. The Chairman further informed that the remote e-voting
facility had commenced at 9.00 a.m. IST on Tuesday, August 11, 2020 and ended on 5.00 p.m. IST on Thursday, August 13, 2020. 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 e-voting during the AGM.
The Chairman informed the Members
that the Board had appointed Mr. Alwyn D’souza of Alwyn D’Souza & Co., Practicing Company Secretaries as the scrutinizer
to scrutinize the remote e-voting and e-voting process during the AGM, in a fair and transparent manner.
The Chairman authorised any Executive
Director or the Company Secretary of the Bank to declare the results of the remote e-voting as well as e-voting during the AGM.
The Chairman then thanked the
Members for their co-operation and suggestions and declared the meeting as closed.
ICICI Bank Limited
ICICI Bank Towers
Bandra-Kurla Complex
Mumbai 400 051, India.
|
Tel.: (91-22) 2653 1414
Fax: (91-22) 2653 1122
Website www.icicibank.com
CIN.: L65190GJ1994PLC021012
|
Regd. Office: ICICI Bank
Tower,
Near Chakli Circle,
Old Padra Road
Vadodara 390007. India
|
The following
items of business were transacted through remote e-voting and through e-voting during the AGM:
Ordinary Business:
|
1.
|
Adoption of Financial Statements for the financial year ended March 31, 2020.
|
|
2.
|
Re-appointment of Ms. Vishakha Mulye (DIN: 00203578), who retires by rotation and, being eligible,
offers herself for re-appointment.
|
|
3.
|
Re-appointment of M/s Walker Chandiok & Co LLP, Chartered Accountants (Registration No. 001076N/N500013)
as Statutory Auditors of the Bank.
|
|
4.
|
Appointment of Branch Auditors.
|
Special Business:
|
5.
|
Re-appointment of Ms. Vishakha Mulye (DIN: 00203578) as a Wholetime Director (designated as Executive
Director) of the Bank.
|
|
6.
|
Re-appointment of Mr. Girish Chandra Chaturvedi (DIN: 00110996) as an Independent Director of the
Bank.
|
|
7.
|
Re-appointment of Mr. Girish Chandra Chaturvedi (DIN: 00110996) as Non-Executive (part-time) Chairman
of the Bank.
|
|
8.
|
Shifting the Registered Office of the Bank from the State of Gujarat to the State of Maharashtra
and consequent amendment to the Memorandum of Association of the Bank.
|
Basis the consolidated Scrutinizer’s
report dated August 15, 2020, all resolutions as set out in the Notice of the AGM dated May 9, 2020 were passed by the Members
with requisite majority.
ICICI Bank Limited
ICICI Bank Towers
Bandra-Kurla Complex
Mumbai 400 051, India.
|
Tel.: (91-22) 2653 1414
Fax: (91-22) 2653 1122
Website www.icicibank.com
CIN.: L65190GJ1994PLC021012
|
Regd. Office: ICICI Bank
Tower,
Near Chakli Circle,
Old Padra Road
Vadodara 390007. India
|
Item 3
ICICI BANK LIMITED
Registered Office: ICICI Bank Tower, Near
Chakli Circle, Old Padra Road,
Vadodara 390007, Gujarat, India
CONSOLIDATED SCRUTINIZER’S REPORT
ON
REMOTE E-VOTING AND E-VOTING DURING THE
26TH ANNUAL GENERAL MEETING OF ICICI BANK LIMITED
HELD THROUGH VIDEO CONFERENCING/OTHER AUDIO VISUAL
MEANS ON FRIDAY,
AUGUST 14, 2020
ALWYN D’SOUZA
Alwyn D’Souza & Co.
Company Secretaries
[Firm Registration No: S2003MH061200]
[Peer Review Certificate No.683/2020]
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 (East), Thane-401107; Tel:
022-79629822; Mob: 09820465195;
E-mail:
alwyn@alwynjay.com, alwyn.co@gmail.com; Website : www.alwynjay.com
ALWYN D’SOUZA
Alwyn D’Souza & Co.
Company Secretaries
[Firm Registration No: S2003MH061200]
[Peer Review Certificate No.683/2020]
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 (East), Thane-401107; Tel:
022-79629822; Mob: 09820465195;
E-mail:
alwyn@alwynjay.com, alwyn.co@gmail.com; Website : www.alwynjay.com
Consolidated Scrutinizer's Report
on Remote E-Voting and E-Voting during the 26th Annual General Meeting of ICICI Bank Limited held through Video Conferencing/Other
Audio Visual Means (VC/OAVM) on Friday, August 14, 2020 at 3:30 p.m. IST.
To,
The
Chairman
ICICI Bank Limited
ICICI Bank Tower,
Near Chakli Circle,
Old Padra Road,
Vadodara 390007
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 Bank/Company) as
the Scrutinizer for the purpose of scrutinizing the remote e-voting and e-voting process conducted during the 26th Annual
General Meeting of the Bank held through VC/OAVM pursuant to the provisions of 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 AGM is held in compliance with the applicable provisions of the
Companies Act, 2013 and the Rules made thereunder read with the MCA General Circulars dated May 5, 2020, April 8, 2020 and April
13, 2020 (collectively referred to as “MCA Circulars”) and SEBI Circular dated May 12, 2020. Further as confirmed by
the Bank the Notice of the 26th AGM along with the Annual Report 2019-20 was sent only through electronic mode to those
Members whose e-mail addresses were registered with the Bank/Registrar and Transfer Agents (RTA) or Central Depositories Services
(India) Limited (CDSL) /National Securities Depositories Limited (NSDL).
|
|
b)
|
The Compliance with the applicable provisions of the Companies Act,
2013 and the Rules made thereunder relating to electronic voting (which includes remote e-voting and e-voting conducted during
the AGM) on the resolutions proposed in the Notice calling the 26th AGM of the Bank 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
Scrutinizer’s Report related to electronic voting.
|
|
c)
|
The facility for remote e-voting and e-voting during the AGM was
provided by NSDL.
|
|
d)
|
The remote e-voting period commenced on Tuesday, August 11, 2020
(9:00 a.m. IST) and ended on Thursday, August 13, 2020 (5:00 p.m. IST).
|
|
e)
|
At the 26th AGM of the Bank held on Friday, August 14,
2020, the Chairman at the end of the discussions on the resolution(s) announced that the e-voting facility has been provided to
facilitate voting for those members who attended the meeting through VC/OAVM but could not participate in the remote e-voting to
record their votes on the resolutions to be passed.
|
|
f)
|
After the closure of the e-voting facility provided during the AGM,
the votes were unblocked on Friday, August 14, 2020 at around 6.15 p.m. IST in the presence of two witnesses viz., Mr. Edlon Dsouza
and Mr. Krishnakant Adagale who are not in the employment of the Bank, on the e-voting website of NSDL (https://www.evoting.nsdl.com)
and a final electronic report was generated by me. The data generated was diligently scrutinized.
|
|
g)
|
I have issued a separate scrutinizer’s report on the remote
e-voting and e-voting during the AGM and I hereby submit a Consolidated Scrutinizer’s Report pursuant to Rule 20(4)(xii)
of the Companies (Management and Administration) Rules, 2014 on the resolutions contained in the Notice of the 26th
AGM based on the scrutiny of remote e-voting and the e-voting during the AGM and votes cast therein based on the data downloaded
from the e-voting system of NSDL.
|
|
h)
|
The Members holding equity shares as on the cut-off date i.e. August
7, 2020 were entitled to vote on the resolutions proposed in the Notice calling the 26th AGM of the Bank.
|
|
i)
|
The results of the remote e-voting together with e-voting conducted
during the AGM are as under:
|
|
1.
|
RESOLUTION NO.1 AS AN ORDINARY RESOLUTION:
|
Adoption of Financial
Statements for the financial year ended March 31, 2020
|
(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
|
3700
|
4300396598
|
-
|
E-voting during the AGM
|
24
|
15587
|
-
|
TOTAL
|
3724
|
4300412185
|
100.00
|
|
(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
|
39
|
22623
|
-
|
E-voting during the AGM
|
5
|
1140
|
-
|
TOTAL
|
44
|
23763
|
0.00
|
Particulars of Voting
|
Total number of members whose votes were declared invalid
|
Total number of votes cast by them
|
Remote e-Voting
|
-
|
-
|
E-voting during the AGM
|
-
|
-
|
TOTAL
|
-
|
-
|
|
2.
|
RESOLUTION NO.2 AS AN ORDINARY RESOLUTION:
|
Re-appointment of Ms. Vishakha Mulye (DIN: 00203578),
who retires by rotation and, being eligible, offers herself 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
|
3536
|
4336113202
|
-
|
E-voting during the AGM
|
23
|
12724
|
-
|
TOTAL
|
3559
|
4336125926
|
99.64
|
|
(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
|
200
|
15628205
|
-
|
E-voting during the AGM
|
5
|
1003
|
-
|
TOTAL
|
205
|
15629208
|
0.36
|
Particulars of Voting
|
Total number of members whose votes were declared invalid
|
Total number of votes cast by them
|
Remote e-Voting
|
-
|
-
|
E-voting during the AGM
|
-
|
-
|
TOTAL
|
-
|
-
|
|
3.
|
RESOLUTION NO.3 AS AN ORDINARY RESOLUTION:
|
Re-Appointment of M/s
Walker Chandiok & Co LLP, Chartered Accountants (Registration No. 001076N/N500013) as Statutory Auditors 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
|
3541
|
4305285374
|
-
|
E-voting during the AGM
|
23
|
12327
|
-
|
TOTAL
|
3564
|
4305297701
|
98.47
|
|
(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
|
209
|
66920121
|
-
|
E-voting during the AGM
|
5
|
1400
|
-
|
TOTAL
|
214
|
66921521
|
1.53
|
Particulars of Voting
|
Total number of members whose votes were declared invalid
|
Total number of votes cast by them
|
Remote e-Voting
|
-
|
-
|
E-voting during the AGM
|
-
|
-
|
TOTAL
|
-
|
-
|
|
4.
|
RESOLUTION NO.4 AS AN ORDINARY RESOLUTION:
|
Appointment of Branch 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
|
3676
|
4366458267
|
-
|
E-voting during the AGM
|
23
|
12327
|
-
|
TOTAL
|
3699
|
4366470594
|
99.91
|
|
(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
|
75
|
4064627
|
-
|
E-voting during the AGM
|
5
|
1400
|
-
|
TOTAL
|
80
|
4066027
|
0.09
|
Particulars of Voting
|
Total number of members whose votes were declared invalid
|
Total number of votes cast by them
|
Remote e-Voting
|
-
|
-
|
E-voting during the AGM
|
-
|
-
|
TOTAL
|
-
|
-
|
|
5.
|
RESOLUTION NO.5 AS AN ORDINARY RESOLUTION:
|
Re-Appointment of Ms. Vishakha
Mulye (DIN: 00203578), 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
|
3486
|
4219859374
|
-
|
E-voting during the AGM
|
22
|
11938
|
-
|
TOTAL
|
3508
|
4219871312
|
99.68
|
|
(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
|
223
|
13381130
|
-
|
E-voting during the AGM
|
6
|
1789
|
-
|
TOTAL
|
229
|
13382919
|
0.32
|
Particulars of Voting
|
Total number of members whose votes were declared invalid
|
Total number of votes cast by them
|
Remote e-Voting
|
-
|
-
|
E-voting during the AGM
|
-
|
-
|
TOTAL
|
-
|
-
|
|
6.
|
RESOLUTION NO.6 AS A SPECIAL RESOLUTION:
|
Re-Appointment of Mr. Girish
Chandra Chaturvedi (DIN: 00110996), as an Independent 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
|
3527
|
4208377493
|
-
|
E-voting during the AGM
|
23
|
11941
|
-
|
TOTAL
|
3550
|
4208389434
|
99.30
|
|
(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
|
189
|
29484110
|
-
|
E-voting during the AGM
|
5
|
1786
|
-
|
TOTAL
|
194
|
29485896
|
0.70
|
Particulars of Voting
|
Total number of members whose votes were declared invalid
|
Total number of votes cast by them
|
Remote e-Voting
|
-
|
-
|
E-voting during the AGM
|
-
|
-
|
TOTAL
|
-
|
-
|
|
7.
|
RESOLUTION NO.7 AS AN ORDINARY RESOLUTION:
|
Re-Appointment of Mr. Girish
Chandra Chaturvedi (DIN: 00110996) as Non-Executive (part-time) Chairman 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
|
3503
|
4208732539
|
-
|
E-voting during the AGM
|
23
|
11941
|
-
|
TOTAL
|
3526
|
4208744480
|
99.33
|
|
(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
|
212
|
28412733
|
-
|
E-voting during the AGM
|
5
|
1786
|
-
|
TOTAL
|
217
|
28414519
|
0.67
|
Particulars of Voting
|
Total number of members whose votes were declared invalid
|
Total number of votes cast by them
|
Remote e-Voting
|
-
|
-
|
E-voting during the AGM
|
-
|
-
|
TOTAL
|
-
|
-
|
|
8.
|
RESOLUTION NO.8 AS A SPECIAL RESOLUTION:
|
Shifting the Registered
Office of the Bank from the State of Gujarat to the State of Maharashtra and consequent amendment to the Memorandum of Association
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
|
3573
|
4372387773
|
-
|
E-voting during the AGM
|
24
|
15327
|
-
|
TOTAL
|
3597
|
4372403100
|
100.00
|
|
(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
|
190
|
57581
|
-
|
E-voting during the AGM
|
5
|
1400
|
-
|
TOTAL
|
195
|
58981
|
0.00
|
Particulars of Voting
|
Total number of members whose votes were declared invalid
|
Total number of votes cast by them
|
Remote e-Voting
|
-
|
-
|
E-voting during the AGM
|
-
|
-
|
TOTAL
|
-
|
-
|
Based on the foregoing, all the above Resolution
Nos. 1 to 8 as also mentioned in the Notice of the 26th AGM of the Bank dated May 9, 2020 were passed under remote e-voting
and e-voting conducted during the AGM with the requisite majority.
All the relevant records of remote e-voting
and e-voting during the AGM will remain in my safe custody until the Chairman considers, approves and signs the Minutes of the
26th AGM and the same shall be handed over thereafter to the Chairman or the Company Secretary for safe keeping.
Thanking you,
Sincerely,
Alwyn D’Souza
Practising Company Secretary
FCS No.5559, CP No.5137
Alwyn D’Souza & Co
Company Secretaries
[UDIN : F005559B000582841]
Mumbai, August 15, 2020
We the undersigned witnesseth that the votes
were unblocked from the e-voting website of the National Securities Depository Limited (https://www.evoting.nsdl.com) in our presence
at 6.15 P.M. IST on August 14, 2020.
|
|
|
Edlon Dsouza
|
|
Krishnakant Adagale
|
Flat No.214, Shram Saphalya,
|
|
Row House No.18,
|
Station Road, Sheetal Nagar,
|
|
Mansi Row Co.op
Hsg Soc Ltd
|
Mira Road East, Thane 401107
|
|
Kashigaon,
Mira Road East,
|
|
|
Thane 401107
|
Countersigned by:
For ICICI Bank Limited
______________________________
Ranganath Athreya
Company Secretary
ACS: 7356
Mumbai, August 15, 2020
Item 4
|
|
|
|
|
|
|
|
|
Date of Annual General Meeting
|
August 14, 2020
|
|
|
|
|
Total number of shareholders on cut off date (August 7, 2020)
|
|
|
|
1,502,864
|
|
|
|
|
No. of shareholders present in the meeting either in person or through proxy
|
|
|
|
|
|
Promoters and Promoter Group :
|
Not Applicable
|
|
|
|
|
Public :
|
Not Applicable
|
|
|
|
|
No of shareholders who attended the meeting through video conferencing:
|
|
|
|
|
|
Promoters and Promoter Group :
|
Not Applicable
|
|
|
|
|
Public :
|
305
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Agenda-wise disclosure (to be disclosed seperately for each agenda item)
|
|
|
|
As disclosed below
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Resolution required : (Ordinary)
|
|
|
Item No.1 - Adoption of Financial Statements for the financial year ended March 31, 2020
|
Whether promoter/ promoter group are interested in the agenda/ resolution?
|
No.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Category
|
Mode of Voting
|
No. of shares held
|
No of votes Polled
|
% of Votes Polled on outstanding shares
|
No. of Votes – in favour
|
No. of Votes – against
|
% of Votes in favour on votes polled
|
% of Votes against on votes polled
|
|
|
(1)
|
(2)
|
(3)
([(2)/(1)]*100
|
(4)
|
(5)
|
(6)
[(4)/(2)]*100
|
(7)
[(5)/(2)]*100
|
Promoter and Promoter Group
|
E-Voting
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
Poll
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
Postal Ballot (if applicable)
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
Total
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
Public -Institutions
|
E-Voting
|
5,882,761,273
|
4,298,827,974
|
73.08
|
4,298,827,974
|
-
|
100.00
|
-
|
Poll
|
-
|
-
|
-
|
-
|
-
|
|
|
Postal Ballot (if applicable)
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
Total
|
5,882,761,273
|
4,298,827,974
|
73.08
|
4,298,827,974
|
-
|
100.00
|
-
|
Public - Non Institutions
|
E-Voting
|
593,565,416
|
1,607,974
|
0.27
|
1,584,211
|
23,763
|
98.52
|
1.48
|
Poll
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
Postal Ballot (if applicable)
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
Total
|
593,565,416
|
1,607,974
|
0.27
|
1,584,211
|
23,763
|
98.52
|
1.48
|
Total
|
|
6,476,326,689
|
4,300,435,948
|
66.40
|
4,300,412,185
|
23,763
|
100.00
|
0.00
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Resolution required : (Ordinary)
|
|
|
Item No.2 - Re-appointment of Ms. Vishakha Mulye (DIN: 00203578), who retires by rotation and, being eligible, offers herself for re-appointment
|
|
|
|
|
|
|
|
|
|
Whether promoter/ promoter group are interested in the agenda/ resolution?
|
No.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Category
|
Mode of Voting
|
No. of shares held
|
No of votes Polled
|
% of Votes Polled on outstanding shares
|
No. of Votes – in favour
|
No. of Votes – against
|
% of Votes in favour on votes polled
|
% of Votes against on votes polled
|
|
|
(1)
|
(2)
|
(3)
([(2)/(1)]*100
|
(4)
|
(5)
|
(6)
[(4)/(2)]*100
|
(7)
[(5)/(2)]*100
|
Promoter and Promoter Group
|
E-Voting
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
Poll
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
Postal Ballot (if applicable)
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
Total
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
Public -Institutions
|
E-Voting
|
5,882,761,273
|
4,350,187,132
|
73.95
|
4,334,635,223
|
15,551,909
|
99.64
|
0.36
|
Poll
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
Postal Ballot (if applicable)
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
Total
|
5,882,761,273
|
4,350,187,132
|
73.95
|
4,334,635,223
|
15,551,909
|
99.64
|
0.36
|
Public - Non Institutions
|
E-Voting
|
593,565,416
|
1,568,002
|
0.26
|
1,490,703
|
77,299
|
95.07
|
4.93
|
Poll
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
Postal Ballot (if applicable)
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
Total
|
593,565,416
|
1,568,002
|
0.26
|
1,490,703
|
77,299
|
95.07
|
4.93
|
Total
|
|
6,476,326,689
|
4,351,755,134
|
67.19
|
4,336,125,926
|
15,629,208
|
99.64
|
0.36
|
Resolution required : (Ordinary)
|
|
|
Item No.3 - Re-appointment of M/s Walker Chandiok & Co LLP, Chartered Accountants (Registration No. 001076N/N500013) as Statutory Auditors of the Bank
|
|
|
|
|
|
|
|
|
|
Whether promoter/ promoter group are interested in the agenda/ resolution?
|
No.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Category
|
Mode of Voting
|
No. of shares held
|
No of votes Polled
|
% of Votes Polled on outstanding shares
|
No. of Votes – in favour
|
No. of Votes – against
|
% of Votes in favour on votes polled
|
% of Votes against on votes polled
|
|
|
(1)
|
(2)
|
(3)
([(2)/(1)]*100
|
(4)
|
(5)
|
(6)
[(4)/(2)]*100
|
(7)
[(5)/(2)]*100
|
Promoter and Promoter Group
|
E-Voting
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
Poll
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
Postal Ballot (if applicable)
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
Total
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
Public -Institutions
|
E-Voting
|
5,882,761,273
|
4,370,652,308
|
74.30
|
4,303,773,175
|
66,879,133
|
98.47
|
1.530
|
Poll
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
Postal Ballot (if applicable)
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
Total
|
5,882,761,273
|
4,370,652,308
|
74.30
|
4,303,773,175
|
66,879,133
|
98.47
|
1.53
|
Public - Non Institutions
|
E-Voting
|
593,565,416
|
1,566,914
|
0.26
|
1,524,526
|
42,388
|
97.29
|
2.71
|
Poll
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
Postal Ballot (if applicable)
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
Total
|
593,565,416
|
1,566,914
|
0.26
|
1,524,526
|
42,388
|
97.29
|
2.71
|
Total
|
|
6,476,326,689
|
4,372,219,222
|
67.51
|
4,305,297,701
|
66,921,521
|
98.47
|
1.53
|
Resolution required : (Ordinary)
|
|
|
Item No.4 - Appointment of Branch Auditors
|
|
|
|
|
|
|
|
|
|
Whether promoter/ promoter group are interested in the agenda/ resolution?
|
No.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Category
|
Mode of Voting
|
No. of shares held
|
No of votes Polled
|
% of Votes Polled on outstanding shares
|
No. of Votes – in favour
|
No. of Votes – against
|
% of Votes in favour on votes polled
|
% of Votes against on votes polled
|
|
|
(1)
|
(2)
|
(3)
([(2)/(1)]*100
|
(4)
|
(5)
|
(6)
[(4)/(2)]*100
|
(7)
[(5)/(2)]*100
|
Promoter and Promoter Group
|
E-Voting
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
Poll
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
Postal Ballot (if applicable)
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
Total
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
Public -Institutions
|
E-Voting
|
5,882,761,273
|
4,368,962,908
|
74.27
|
4,364,927,355
|
4,035,553
|
99.91
|
0.09
|
Poll
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
Postal Ballot (if applicable)
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
Total
|
5,882,761,273
|
4,368,962,908
|
74.27
|
4,364,927,355
|
4,035,553
|
99.91
|
0.09
|
Public - Non Institutions
|
E-Voting
|
593,565,416
|
1,573,713
|
0.27
|
1,543,239
|
30,474
|
98.06
|
1.94
|
Poll
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
Postal Ballot (if applicable)
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
Total
|
593,565,416
|
1,573,713
|
0.27
|
1,543,239
|
30,474
|
98.06
|
1.94
|
Total
|
|
6,476,326,689
|
4,370,536,621
|
67.48
|
4,366,470,594
|
4,066,027
|
99.91
|
0.09
|
|
|
|
|
|
|
|
|
|
Resolution required : (Ordinary)
|
|
|
Item No.5 - Re-appointment of Ms. Vishakha Mulye (DIN: 00203578), as a Wholetime Director (designated as Executive Director) of the Bank
|
|
|
|
|
|
|
|
|
|
Whether promoter/ promoter group are interested in the agenda/ resolution?
|
No.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Category
|
Mode of Voting
|
No. of shares held
|
No of votes Polled
|
% of Votes Polled on outstanding shares
|
No. of Votes – in favour
|
No. of Votes – against
|
% of Votes in favour on votes polled
|
% of Votes against on votes polled
|
|
|
(1)
|
(2)
|
(3)
([(2)/(1)]*100
|
(4)
|
(5)
|
(6)
[(4)/(2)]*100
|
(7)
[(5)/(2)]*100
|
Promoter and Promoter Group
|
E-Voting
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
Poll
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
Postal Ballot (if applicable)
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
Total
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
Public -Institutions
|
E-Voting
|
5,882,761,273
|
4,231,686,657
|
71.93
|
4,218,386,216
|
13,300,441
|
99.69
|
0.31
|
Poll
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
Postal Ballot (if applicable)
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
Total
|
5,882,761,273
|
4,231,686,657
|
71.93
|
4,218,386,216
|
13,300,441
|
99.69
|
0.31
|
Public - Non Institutions
|
E-Voting
|
593,565,416
|
1,567,574
|
0.26
|
1,485,096
|
82,478
|
94.74
|
5.26
|
Poll
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
Postal Ballot (if applicable)
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
Total
|
593,565,416
|
1,567,574
|
0.26
|
1,485,096
|
82,478
|
94.74
|
5.26
|
Total
|
|
6,476,326,689
|
4,233,254,231
|
65.37
|
4,219,871,312
|
13,382,919
|
99.68
|
0.32
|
|
|
|
|
|
|
|
|
|
Resolution required : (Special)
|
|
|
Item No.6 - Re-appointment of Mr. Girish Chandra Chaturvedi (DIN: 00110996), as an Independent Director of the Bank
|
|
|
|
|
|
|
|
|
|
Whether promoter/ promoter group are interested in the agenda/ resolution?
|
No.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Category
|
Mode of Voting
|
No. of shares held
|
No of votes Polled
|
% of Votes Polled on outstanding shares
|
No. of Votes – in favour
|
No. of Votes – against
|
% of Votes in favour on votes polled
|
% of Votes against on votes polled
|
|
|
(1)
|
(2)
|
(3)
([(2)/(1)]*100
|
(4)
|
(5)
|
(6)
[(4)/(2)]*100
|
(7)
[(5)/(2)]*100
|
Promoter and Promoter Group
|
E-Voting
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
Poll
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
Postal Ballot (if applicable)
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
Total
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
Public -Institutions
|
E-Voting
|
5,882,761,273
|
4,236,308,823
|
72.01
|
4,206,896,082
|
29,412,741
|
99.31
|
0.69
|
Poll
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
Postal Ballot (if applicable)
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
Total
|
5,882,761,273
|
4,236,308,823
|
72.01
|
4,206,896,082
|
29,412,741
|
99.31
|
0.69
|
Public - Non Institutions
|
E-Voting
|
593,565,416
|
1,566,507
|
0.26
|
1,493,352
|
73,155
|
95.33
|
4.67
|
Poll
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
Postal Ballot (if applicable)
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
Total
|
593,565,416
|
1,566,507
|
0.26
|
1,493,352
|
73,155
|
95.33
|
4.67
|
Total
|
|
6,476,326,689
|
4,237,875,330
|
65.44
|
4,208,389,434
|
29,485,896
|
99.30
|
0.70
|
Resolution required : (Ordinary)
|
|
|
Item No.7 - Re-appointment of Mr. Girish Chandra Chaturvedi (DIN: 00110996), as Non-Executive (part-time) Chairman of the Bank
|
|
|
|
|
|
|
|
|
|
Whether promoter/ promoter group are interested in the agenda/ resolution?
|
No.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Category
|
Mode of Voting
|
No. of shares held
|
No of votes Polled
|
% of Votes Polled on outstanding shares
|
No. of Votes – in favour
|
No. of Votes – against
|
% of Votes in favour on votes polled
|
% of Votes against on votes polled
|
|
|
(1)
|
(2)
|
(3)
([(2)/(1)]*100
|
(4)
|
(5)
|
(6)
[(4)/(2)]*100
|
(7)
[(5)/(2)]*100
|
Promoter and Promoter Group
|
E-Voting
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
Poll
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
Postal Ballot (if applicable)
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
Total
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
Public -Institutions
|
E-Voting
|
5,882,761,273
|
4,235,591,924
|
72.00
|
4,207,256,111
|
28,335,813
|
99.33
|
0.67
|
Poll
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
Postal Ballot (if applicable)
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
Total
|
5,882,761,273
|
4,235,591,924
|
72.00
|
4,207,256,111
|
28,335,813
|
99.33
|
0.67
|
Public - Non Institutions
|
E-Voting
|
593,565,416
|
1,567,075
|
0.26
|
1,488,369
|
78,706
|
94.98
|
5.02
|
Poll
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
Postal Ballot (if applicable)
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
Total
|
593,565,416
|
1,567,075
|
0.26
|
1,488,369
|
78,706
|
94.98
|
5.02
|
Total
|
|
6,476,326,689
|
4,237,158,999
|
65.43
|
4,208,744,480
|
28,414,519
|
99.33
|
0.67
|
|
|
|
|
|
|
|
|
|
Resolution required : (Special)
|
|
|
Item No.8 - Shifting the Registered Office of the Bank from the State of Gujarat to the State of Maharashtra and consequent amendment to the Memorandum of Association of the Bank
|
|
|
|
|
|
|
|
|
|
Whether promoter/ promoter group are interested in the agenda/ resolution?
|
No.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Category
|
Mode of Voting
|
No. of shares held
|
No of votes Polled
|
% of Votes Polled on outstanding shares
|
No. of Votes – in favour
|
No. of Votes – against
|
% of Votes in favour on votes polled
|
% of Votes against on votes polled
|
|
|
(1)
|
(2)
|
(3)
([(2)/(1)]*100
|
(4)
|
(5)
|
(6)
[(4)/(2)]*100
|
(7)
[(5)/(2)]*100
|
Promoter and Promoter Group
|
E-Voting
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
Poll
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
Postal Ballot (if applicable)
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
Total
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
Public -Institutions
|
E-Voting
|
5,882,761,273
|
4,370,903,273
|
74.30
|
4,370,903,273
|
-
|
100.00
|
-
|
Poll
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
Postal Ballot (if applicable)
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
Total
|
5,882,761,273
|
4,370,903,273
|
74.30
|
4,370,903,273
|
-
|
100.00
|
-
|
Public - Non Institutions
|
E-Voting
|
593,565,416
|
1,558,808
|
0.26
|
1,499,827
|
58,981
|
96.22
|
3.78
|
Poll
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
Postal Ballot (if applicable)
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
Total
|
593,565,416
|
1,558,808
|
0.26
|
1,499,827
|
58,981
|
96.22
|
3.78
|
Total
|
|
6,476,326,689
|
4,372,462,081
|
67.51
|
4,372,403,100
|
58,981
|
100.00
|
0.00
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Details of Invalid Votes
|
|
|
|
|
Category
|
No. of Votes
|
|
|
|
|
Promoter & Promoter Group
|
Nil
|
|
|
|
|
Public Institutions
|
Nil
|
|
|
|
|
Publi - Non Institutions
|
Nil
|
|
|
|
|
SIGNATURE
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorised.
|
|
For ICICI Bank Limited
|
|
|
|
Date:
|
August 15, 2020
|
|
By:
|
/s/
Vivek Ranjan
|
|
|
|
|
Name :
|
Vivek Ranjan
|
|
|
|
|
Title :
|
Chief Manager
|
|
|
|
|
|
|
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