Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16]
May 16 2024 - 5:05AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN
ISSUER PURSUANT TO RULE 13a -16 OR
15d-16 UNDER THE
SECURITIES EXCHANGE ACT OF 1934
For the month of
May 2024
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.
ICICI Bank
Limited
ICICI Bank Towers
Bandra-Kurla Complex
Mumbai 400 051, India. |
Tel.: 022-
4008 8900
Email:companysecretary@icicibank.com
Website www.icicibank.com
CIN.: L65190GJ1994PLC021012 |
Regd.
Office: ICICI Bank Tower, Near Chakli Circle,
Old Padra Road, Vadodara 390007. India |
Table of Contents
Items:
ICICI Bank
Limited
ICICI Bank Towers
Bandra-Kurla Complex
Mumbai 400 051, India. |
Tel.: 022-
4008 8900
Email:companysecretary@icicibank.com
Website www.icicibank.com
CIN.: L65190GJ1994PLC021012 |
Regd.
Office: ICICI Bank Tower, Near Chakli Circle,
Old Padra Road, Vadodara 390007. India |
OTHER NEWS
Subject:
Postal Ballot – Scrutinizer’s Report
IBN
ICICI
Bank Limited (the ‘Bank’) Report on Form 6-K
The Bank has made
the below announcement to the Indian stock exchanges:
This
has reference to our earlier letter dated April 12, 2024 in respect of Postal Ballot Notice dated April 5, 2024.
In this
regard, please find enclosed Scrutinizer’s Report dated May 15, 2024 (the Report) issued pursuant to the applicable provisions
of the Companies Act, 2013 and rules made thereunder. Based on the Report, we confirm that all the resolutions as contained in the Postal
Ballot Notice were passed by the Members with requisite majority.
The voting
results in the format prescribed under Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
will be submitted in XBRL mode. The same is also being uploaded on the website of the Bank and can be accessed at https://www.icicibank.com/about-us/voting-result.
You are
requested to please take the above on record.
ICICI Bank
Limited
ICICI Bank Towers
Bandra-Kurla Complex
Mumbai 400 051, India. |
Tel.: 022-
4008 8900
Email:companysecretary@icicibank.com
Website www.icicibank.com
CIN.: L65190GJ1994PLC021012 |
Regd.
Office: ICICI Bank Tower, Near Chakli Circle,
Old Padra Road, Vadodara 390007. India |
VINOD KOTHARI & COMPANY
Practicing Company Secretaries
403-406, 175 Shreyas Chambers, D. N. Road, Fort
Mumbai-400 001, India
Phone: +91 – 22 - 22614021 | 22 - 62370959
Email: corplaw@vinodkothari.com
Web: www.vinodkothari.com
To,
The Chairman,
ICICI Bank Limited,
ICICI
Bank Tower,
Near
Chakli Circle,
Old
Padra Road,
Vadodara,
Gujarat, 390007
Sub: Scrutinizer’s
Report on the Results of Postal Ballot through electronic voting (e-voting) process
Dear Sir,
| 1. | I, Vinita Nair,
Senior Partner of Vinod Kothari & Company, Practicing Company Secretaries, (Membership
No.: FCS 10559/C.P. No.: 11902) have been appointed as the Scrutinizer by the Board of Directors
of ICICI Bank Limited (“the Bank”) on April 5, 2024 for the purpose of scrutinizing
the Postal Ballot remote e-voting process, pursuant to the Notice dated April 5, 2024, issued
under Section 110 and other applicable provisions, if any, of the Companies Act, 2013 (the
“Act”) (including any statutory modification(s) or re-enactment(s) thereof
for the time being in force) read with Rule 20 and Rule 22 of the Companies (Management and
Administration) Rules, 2014 (“Rules”), as amended from time to time, read
with General Circular No. 14/2020 dated April 8, 2020; General Circular No. 17/2020 dated
April 13, 2020 and other relevant circulars, including General Circular No. 9/2023 dated
September 25, 2023 and other circulars issued by the Ministry of Corporate Affairs (“MCA”)
(hereinafter collectively referred to as (“MCA Circulars”) and the Securities
and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015 (“Listing Regulations”) (including any statutory modification(s)
or re-enactment(s) thereof, for the time being in force), to transact the following special
business as contained in the Notice of Postal Ballot. |
| 2. | In terms of
Regulation 44 of the Listing Regulations and pursuant to Section 108 of the Act read with
Rule 20 of the Rules in connection with all resolutions proposed in the Notice, the Bank
has availed services of National Securities Depository Limited (“NSDL”)
and provided the remote e-voting facility to the equity shareholders of the Bank. |
| 3. | In terms of
the MCA Circulars, the Notice dated April 5, 2024 along with statement setting out material
facts under Section 102 of the Act in respect of the resolutions mentioned in the Notice,
as confirmed by the Bank, was sent via email only to the Members whose e-mail addresses were
available with the Bank/ Registrar & Share Transfer Agent/Depositories as on Monday,
April 8, 2024 (“Cut-off Date”). |
| 4. | The shareholders
of the Bank holding shares as on the Cut-off Date were entitled to vote on the resolutions
as contained in the Notice. The remote e-voting period commenced on Monday, April 15, 2024
at 9:00 a.m. (IST) and ended on Tuesday, May 14, 2024 at 05:00 p.m. (IST) and the NSDL e-voting
module was disabled thereafter. The votes cast under the remote e-voting facility were thereafter
unblocked in the presence of two witnesses, viz., Ms. Aisha Begum Ansari and Mr. Avinash
Shetty, being Senior Manager and Manager of Vinod Kothari & Company, Practicing Company
Secretaries. These witnesses are not in the employment of the Bank. |
Kolkata: 1006 – 1009, Krishna
Building, 224, A.J.C. Bose Road, Kolkata – 700 017
Delhi: Nukleus, 501 & 501A,
5th Floor, Salcon Rasvilas, District Centre, Saket, Delhi-110 017
Bengaluru: 4, Union Street, Infantry
Rd, Shivaji Nagar, Bengaluru, Karnataka 560001
Continuation Sheet
| 5. | I have scrutinized
and reviewed the votes cast through remote e-voting based on the data downloaded from the
NSDL e-voting system and have maintained a register in which necessary entries have been
made in accordance with the Rules, as amended. |
| 6. | The management
of the Bank is responsible to ensure compliance with the requirements of the Act, Rules and
the MCA Circulars and the Listing Regulations relating to remote e-voting on the Resolutions
contained in the Notice. |
| 7. | My responsibility
as the Scrutinizer was restricted to scrutinize the Postal Ballot remote e-voting process,
in a fair and transparent manner and to prepare a Scrutinizer's Report of the votes cast
“IN FAVOR” and “AGAINST” the resolutions stated in the Notice, based
on the reports generated from the NSDL e-voting system. |
| 8. | For those Members
whose email IDs were not available, a Public Notice with regard to the Bank's Postal Ballot
Notice was published on Saturday, April 13, 2024 in Business Standard (all editions), Financial
Express (all editions), Indian Express (Baroda edition) and Vadodara Samachar, providing
requisite information for registering email IDs and for queries pertaining to remote e-voting. |
| 9. | The voting rights
in respect of equity shares transferred to Investor Education and Protection Fund and Unclaimed
Shares Suspense Account are frozen. However, the voting rights on equity shares lying in
the Suspense Escrow Account are not frozen, pursuant to the SEBI Circular dated December
18, 2023. Hence, the votes cast by such shareholders, if any, have been considered while
computing the voting results. |
| 10. | Holders of
American Depository Receipts (“ADRs”) do not have voting rights. In accordance
with the approval of Ministry of Finance, Department of Economic Affairs accorded vide
letter dated September 6, 1999, the Depository Agreement dated March 31, 2000 was executed
by the Bank with Deutsche Bank Trust Company Americas (“DBTCA”) wherein it has
been provided that the voting rights on ADRs will be exercised in accordance with directions
of the Bank’s Board of Directors. The votes cast by DBTCA have been considered while
computing the voting results. |
| 11. | I, now submit
my Scrutinizer Report on the results of the Postal Ballot through remote e-voting process
in respect of: |
| Sr.
No. |
Type |
Description
of Resolution |
| 1. |
Special |
Appointment
of Mr. Pradeep Kumar Sinha (DIN: 00145126) as an Independent Director with effect from February 17, 2024. |
| 2. |
Ordinary |
Compensation
payable to Mr. Pradeep Kumar Sinha (DIN: 00145126) as Non-Executive Part-time Chairman with effect from July 1, 2024 or the date
of approval from Reserve Bank of India, whichever is later. |
| 3. |
Ordinary |
Revision
in compensation in the form of fixed remuneration payable to the Non-Executive Directors (other than part-time Chairman and the Director
nominated by the Government of India). |
| 4. |
Ordinary |
Revision
in fixed remuneration of Mr. Girish Chandra Chaturvedi (DIN: 00110996), Non-Executive (Part-time) Chairman. |
| 5. |
Ordinary |
Appointment
of Mr. Ajay Kumar Gupta (DIN: 07580795) as a Director and Whole-time Director (designated as Executive Director) with effect from
March 15, 2024 and payment of remuneration to him. |
Continuation Sheet
Resolution No.
1: Special Resolution
Appointment
of Mr. Pradeep Kumar Sinha (DIN: 00145126) as an Independent Director with effect from February 17, 2024
| (i) | Voted in
favour of the resolution: |
| Number
of members voted |
Number
of valid votes cast by them |
%
of total number of valid votes cast |
| 9174 |
5,98,46,53,128 |
99.7066 |
| (ii) | Voted against
the resolution: |
| Number
of members voted |
Number
of valid votes cast by them |
%
of total number of valid votes cast |
| 498 |
1,76,08,644 |
0.2934 |
| Number
of members voted |
Number
of votes declared invalid |
| - |
- |
Resolution No.
2: Ordinary Resolution
Compensation
payable to Mr. Pradeep Kumar Sinha (DIN: 00145126) as Non-Executive Part-time Chairman with effect from July 1, 2024 or the date of approval
from Reserve Bank of India, whichever is later
| (i) | Voted in
favour of the resolution: |
| Number
of members voted |
Number
of valid votes cast by them |
%
of total number of valid votes cast |
| 8974 |
5,99,64,73,643 |
99.9566 |
| (ii) | Voted against
the resolution: |
| Number
of members voted |
Number
of valid votes cast by them |
%
of total number of valid votes cast |
| 643 |
26,02,668 |
0.0434 |
| Number
of members voted |
Number
of votes declared invalid |
| - |
- |
Continuation Sheet
Resolution No.
3: Ordinary Resolution
Revision in
compensation in the form of fixed remuneration payable to the Non-Executive Directors (other than part-time Chairman and the Director
nominated by the Government of India)
| (i) | Voted in
favour of the resolution: |
| Number
of members voted |
Number
of valid votes cast by them |
%
of total number of valid votes cast |
| 8896 |
5,99,46,05,996 |
99.9151 |
| (ii) | Voted against
the resolution: |
| Number
of members voted |
Number
of valid votes cast by them |
%
of total number of valid votes cast |
| 702 |
50,91,187 |
0.0849 |
| Number
of members voted |
Number
of votes declared invalid |
| - |
- |
Resolution No.
4: Ordinary Resolution
Revision in
fixed remuneration of Mr. Girish Chandra Chaturvedi (DIN: 00110996), Non-Executive (Part-time) Chairman
| (i) | Voted in
favour of the resolution: |
| Number
of members voted |
Number
of valid votes cast by them |
%
of total number of valid votes cast |
| 8899 |
5,99,93,42,389 |
99.9941 |
| (ii) | Voted against
the resolution: |
| Number
of members voted |
Number
of valid votes cast by them |
%
of total number of valid votes cast |
| 697 |
3,54,787 |
0.0059 |
| Number
of members voted |
Number
of votes declared invalid |
| - |
- |
Continuation Sheet
Resolution No.
5: Ordinary Resolution
Appointment
of Mr. Ajay Kumar Gupta (DIN: 07580795) as a Director and Whole-time Director (designated as Executive Director) with effect from March
15, 2024 and payment of remuneration to him
| (i) | Voted in
favour of the resolution: |
| Number
of members voted |
Number
of valid votes cast by them |
%
of total number of valid votes cast |
| 9064 |
5,94,05,75,833 |
99.0189 |
| (ii) | Voted against
the resolution: |
| Number
of members voted |
Number
of valid votes cast by them |
%
of total number of valid votes cast |
| 548 |
5,88,59,686 |
0.9811 |
| Number
of members voted |
Number
of votes declared invalid |
| - |
- |
| 12. | Figures have
been taken upto four decimal places. |
| 13. | In view of
the above scrutiny, I hereby certify that all the above Resolutions have been passed with
requisite majority on May 14, 2024. |
| 14. | The electronic
data and all other relevant records relating to voting by electronic means are under my safe
custody and will be handed over after the Chairman considers, approves and signs the minutes
of the Postal Ballot, to Ms. Prachiti Lalingkar, Company Secretary, for safe keeping. |
| Mumbai, May 15, 2024 |
For
Vinod Kothari & Company
Practicing
Company Secretaries
Firm Registration
No.: P1996WB042300
/s/
Vinita Nair
Ms.
Vinita Nair
Senior Partner
FCS: 10559,
COP: 11902
UDIN: F010559F000374659 |
Countersigned
by:
/s/
Prachiti Lalingkar
Prachiti
Lalingkar
Company
Secretary
ICICI
Bank Limited
ACS:
20744
Mumbai,
May 15, 2024
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: |
May
15, 2024 |
By: |
/s/ Vivek Ranjan |
| |
|
|
Name: |
Vivek Ranjan |
| |
|
|
Title: |
Assistant General Manager |
ICICI Bank
Limited
ICICI Bank Towers
Bandra-Kurla Complex
Mumbai 400 051, India. |
Tel.: 022-
4008 8900
Email:companysecretary@icicibank.com
Website www.icicibank.com
CIN.: L65190GJ1994PLC021012 |
Regd.
Office: ICICI Bank Tower, Near Chakli Circle,
Old Padra Road, Vadodara 390007. India |
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