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, 2008
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.
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Form
20-F X
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Form
40-F
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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):
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Yes X
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No
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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):
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Yes
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No X
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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:
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Yes
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No X
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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
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Item
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1.
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Notice
re: Annual General Meeting 2008
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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 authorized.
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ICICI
Bank Limited
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||||||
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Date:
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August
5, 2008
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By:
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/s/ Mehernosh Kapadia | |||
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Name
:
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Mehernosh
Kapadia
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|||||
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Title :
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General
Manager & Joint Company Secretary
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Item 1
NOTICE is hereby
given that the Fourteenth Annual General Meeting of the Members of ICICI Bank
Limited (the Company) will be held on Saturday, July 26, 2008 at 1.30 p.m. at
Professor Chandravadan Mehta Auditorium, General Education Centre, Opposite D.
N. Hall Ground, The Maharaja Sayajirao University, Pratapgunj, Vadodara 390 002,
to transact the following business:
ORDINARY
BUSINESS
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1.
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To receive,
consider and adopt the audited Profit and Loss Account for the financial
year ended March 31, 2008 and Balance Sheet as at that date together with
the Reports of the Directors and the
Auditors.
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2.
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To declare
dividend on preference shares.
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3.
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To declare
dividend on equity shares.
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4.
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To appoint a
director in place of Mr. Sridar Iyengar, who retires by rotation and,
being eligible, offers himself for
re-appointment.
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5.
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To appoint a
director in place of Mr. T. S. Vijayan, who retires by rotation and, being
eligible, offers himself for
re-appointment.
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6.
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To appoint a
director in place of Mr. Lakshmi N. Mittal, who retires by rotation and,
being eligible, offers himself for
re-appointment.
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7.
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To appoint a
director in place of Mr. Narendra Murkumbi, who retires by rotation and,
being eligible, offers himself for
re-appointment.
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8.
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To consider
and, if thought fit, to pass, with or without modification, the following
Resolution as an Ordinary
Resolution:
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RESOLVED that
pursuant to the provisions of Section 224 and other applicable provisions, if
any, of the Companies Act, 1956 and the Banking Regulation Act, 1949, BSR &
Co., Chartered Accountants, be appointed as statutory auditors of the Company,
to hold office from the conclusion of this Meeting until the conclusion of the
next Annual General Meeting of the Company, on a remuneration (including terms
of payment) to be fixed by the Board of Directors of the Company, based on the
recommendation of the Audit Committee, plus service tax and such other tax(es),
as may be applicable, and reimbursement of all out-of-pocket expenses in
connection with the audit of the accounts of the Company for the year ending
March 31, 2009.
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9.
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To consider
and, if thought fit, to pass, with or without modification, the following
Resolution as an Ordinary
Resolution:
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RESOLVED that
pursuant to the provisions of Section 228 and other applicable provisions, if
any, of the Companies Act, 1956 and the Banking Regulation Act, 1949, the Board
of Directors of the Company be and is hereby authorised to appoint branch
auditors, as and when required, in consultation with the statutory auditors, to
audit the accounts in respect of the Company’s branches/offices in India and
abroad and to fix their terms and conditions of appointment and remuneration,
based on the recommendation of the Audit Committee, plus service tax and such
other tax(es), as may be applicable, and reimbursement of all out-of-pocket
expenses in connection with the audit of the accounts of the branches/offices in
India and abroad for the year ending March 31, 2009.
SPECIAL
BUSINESS
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10.
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To consider
and, if thought fit, to pass, with or without modification, the following
Resolution as an Ordinary
Resolution:
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1
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RESOLVED that Mr.
Sonjoy Chatterjee, in respect of whom the Company has received notices in
writing along with a deposit of Rs. 500 for each notice, from some of its
Members proposing him as a candidate for the office of director under the
provisions of Section 257 of the Companies Act, 1956, and who is eligible for
appointment to the office of director, be and is hereby appointed a Director of
the Company.
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11.
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To consider
and, if thought fit, to pass, with or without modification, the following
Resolution as an Ordinary
Resolution:
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RESOLVED that
subject to the applicable provisions of the Companies Act, 1956, the Banking
Regulation Act, 1949 and the provisions of the Articles of Association of the
Company, Mr. Sonjoy Chatterjee, be appointed as a wholetime Director (designated
as Executive Director) of the Company, effective October 22, 2007 up to October
21, 2012, on payment of the following remuneration:
Salary:
In the range of
Rs.300,000 to Rs.1,000,000 per month.
Perquisites:
Perquisites
(evaluated as per Income-tax Rules, wherever applicable, and at actual cost to
the Company in other cases) like the benefit of the Company’s furnished
accommodation, gas, electricity, water and furnishings, club fees, personal
insurance, use of car and telephone at residence or reimbursement of expenses in
lieu thereof, payment of income-tax on perquisites by the Company to the extent
permissible under the Income-tax Act, 1961 and Rules framed thereunder; medical
reimbursement, leave and leave travel concession, education benefits, provident
fund, superannuation fund, gratuity and other retirement benefits, in accordance
with the scheme(s) and rule(s) applicable to the members of the staff from time
to time, for the aforesaid benefits.
In case
Company-owned accommodation is not provided, Mr. Sonjoy Chatterjee, shall be
eligible for house rent allowance of Rs.100,000 per month and maintenance of
accommodation including furniture, fixtures and furnishings, as may be provided
by the Company.
Bonus:
Up to the average
percentage of performance bonus paid to the employees, as may be determined by
the Board or any Committee thereof, based on achievement of such performance
parameters as may be laid down by the Board or any Committee thereof and subject
to such other approvals as may be necessary.
RESOLVED FURTHER
that the Board or any Committee thereof, be and is hereby authorised to decide
the remuneration (salary, perquisites and bonus) payable to Mr. Sonjoy
Chatterjee, within the terms mentioned above, subject to the approval of Reserve
Bank of India, from time to time.
RESOLVED FURTHER
that in the event of absence or inadequacy of net profit in any financial year,
the remuneration payable to Mr. Sonjoy Chatterjee shall be governed by Section
II of Part II of Schedule XIII of the Companies Act, 1956, or any
modification(s) thereto.
RESOLVED FURTHER
that Mr. Sonjoy Chatterjee shall not be subject to retirement by rotation during
his tenure as wholetime Director. However, in order to comply with the
provisions of the Articles of Association of the Company and the Companies Act,
1956, he shall be liable to retire by rotation, if, at any time, the number of
non-rotational Directors exceed one-third of the total number of Directors. If
he is re-appointed as Director immediately on retirement by rotation, he shall
continue to hold his office of wholetime Director and the retirement by rotation
and re-appointment shall not be deemed to constitute a break in his appointment
as wholetime Director.
2
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a)
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The relative
Explanatory Statement pursuant to Section 173(2) of the Companies Act,
1956, in respect of Item Nos. 10 and 11 set out in the Notice is annexed
hereto.
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b)
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A MEMBER
ENTITLED TO ATTEND AND VOTE IS ENTITLED TO APPOINT A PROXY TO ATTEND AND,
ON A POLL, TO VOTE INSTEAD OF HIMSELF. SUCH A PROXY NEED NOT BE A MEMBER
OF THE COMPANY. PROXIES, IN ORDER TO BE VALID AND EFFECTIVE, MUST BE
DELIVERED AT THE REGISTERED OR CORPORATE OFFICE OF THE COMPANY NOT LATER
THAN FORTY-EIGHT HOURS BEFORE THE COMMENCEMENT OF THE
MEETING.
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c)
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Members are
requested to note that the Company’s shares are under compulsory demat
trading for all investors. Members are, therefore, requested to
dematerialise their shareholding to avoid
inconvenience.
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d)
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The Register
of Members and the Share Transfer Book of the Company will remain closed
from Saturday, July 12, 2008 to Saturday, July 26, 2008 (both days
inclusive). Dividend for the year ended March 31, 2008, at Rs. 11 per
fully paid-up equity share, if declared at the Meeting, will be paid on
and from Monday, July 28, 2008:
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(i)
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to those
Members, holding shares in physical form, whose names appear on the
Register of Members of the Company, at the close of business hours on
Saturday, July 26, 2008 after giving effect to all valid transfers in
physical form lodged on or before Friday, July 11, 2008 with the Company
and/or its Registrar and Transfer Agent;
and
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(ii)
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in respect of
shares held in electronic form, on the basis of beneficial ownership as
per the details furnished by National Securities Depository Limited (NSDL)
and Central Depository Services (India) Limited (CDSL) at the close of
business hours on Friday, July 11, 2008. In terms of the directives of
Securities and Exchange Board of India, shares issued by companies should
rank pari passu
in all respects, including dividend entitlement, and accordingly the
equity shares allotted/to be allotted by the Company during the period
April 1, 2008 to July 11, 2008 under the ICICI Bank Employees Stock Option
Scheme will be entitled for full dividend for the financial year ended
March 31, 2008, if declared at the
Meeting.
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e)
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(i)
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Members
holding shares in physical form are requested to immediately notify change
in their address, if any, to the Registrar and Transfer Agent of the
Company, namely, 3i lnfotech Limited, Maratha Mandir Annexe, Dr. A. R.
Nair Road, Mumbai Central, Mumbai 400 008, quoting their Folio
Number(s).
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(ii)
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In order to
avoid fraudulent encashment of dividend warrants, Members holding shares
in physical form are requested to send to the Registrar and Transfer Agent
of the Company, at the above mentioned address, on or before July 11,
2008, a Bank Mandate (providing details of name and address of banker,
branch, PIN code and particulars of the bank account) or changes therein,
if not provided earlier, under the signature of the Sole/First holder
alongwith the folio number. This information will be printed on the
dividend warrants. Members may also avail of the Electronic Clearing
Service (ECS) mandate facility provided by the
Company.
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f)
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Members
holding shares in dematerialised mode are requested to intimate all
changes pertaining to their bank details, ECS mandates, nominations, power
of attorney, change of address/name etc. to their depository participant
only and not to the Company or its Registrar and Transfer Agent. The said
intimations will be automatically reflected in the Company’s
records.
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g)
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Pursuant to
the provisions of Section 205C of the Companies Act, 1956, the amount of
dividend remaining unclaimed for a period of seven years from the date of
its transfer to the Unpaid Dividend Account of the Company and erstwhile
The Sangli Bank Limited, is required to be transferred to the Investor
Education and Protection Fund (IEPF) established by the Central Government
and, thereafter, no payments shall be made by the Company or by the IEPF
in respect of such amounts. Therefore, the amount of unclaimed dividend up
to the financial year ended March 31, 2000 has been transferred, and for
the financial year ended March 31, 2001 is being transferred, to
IEPF.
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3
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As such, Members who
have not yet encashed their dividend warrant(s) for the financial year ended
March 31, 2001 and subsequent years are requested to submit their claims to the
Registrar and Transfer Agent of the Company without any delay.
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h)
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Members may
avail of the nomination facility as provided under Section 109A of the
Companies Act, 1956.
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i)
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Pursuant to
the requirements on corporate governance under Clause 49 of listing
agreements entered into with stock exchanges, the information about the
Directors proposed to be appointed/re-appointed is given in the Annexure
to the Notice.
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j)
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Members
desirous of getting any information about the accounts and/or operations
of the Company are requested to write to the Company at least seven days
before the date of the Meeting to enable the Company to keep the
information ready at the Meeting.
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k)
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All the
documents referred to in the Notice and Explanatory Statement will be
available for inspection by the Members at the Registered and the
Corporate Office of the Company between 10.30 a.m. and 12.30 p.m. on all
working days from the date hereof up to the date of the
Meeting.
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EXPLANATORY
STATEMENT UNDER SECTION 173(2) OF THE COMPANIES ACT, 1956
Item
Nos. 10 and 11
Mr. Sonjoy
Chatterjee has been appointed as an additional Director effective October 22,
2007 pursuant to Section 260 of the Companies Act, 1956, read with Article 135
of the Articles of Association of the Company, and holds office up to the date
of the Fourteenth Annual General Meeting of the Company as provided under the
said Article but is eligible for appointment. In terms of Section 257 of the
Companies Act, 1956, the Company has received notices in writing along with a
deposit of Rs. 500 for each notice, from some of its Members signifying their
intention to propose the candidature of Mr. Sonjoy Chatterjee for the office of
Director. The Board of Directors, at its Meeting held on October 19, 2007 (based
on the recommendation of the Board Governance & Remuneration Committee),
appointed him as wholetime Director (designated as Executive Director), subject
to the approval of Reserve Bank of India (RBI) and the Members for a period of
five years effective October 22, 2007 on the terms and conditions mentioned in
the Circular dated October 25, 2007 as required under Section 302 of the
Companies Act, 1956. RBI, vide letter dated December 3,
2007, approved his appointment and payment of remuneration as decided by the
Board at its Meeting held on October 19, 2007 and as detailed in the said
Circular.
The
Directors recommend the adoption of the Resolutions at Item Nos. 10 and 11 of
the Notice.
No
Director is in any way concerned or interested in the Resolutions at Item Nos.
10 and 11 of the Notice except Mr. Sonjoy Chatterjee to the extent of his
appointment and payment of remuneration.
By
Order of the Board
SANDEEP
BATRA
Group
Compliance Officer
&
Company Secretary
Mumbai, April 26,
2008
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Registered
Office:
Landmark
Race Course
Circle
Vadodara 390
007
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Corporate
Office:
ICICI Bank
Towers
Bandra-Kurla Complex
Mumbai 400
051
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4
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1.
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Mr. Sridar Iyengar was
first appointed on the Board on April 30, 2005. He is a Fellow Member of
the Institute of Chartered
Accountants in England and Wales and holds a Bachelor Degree in Commerce
from University of Kolkata. He was the Partner-in-Charge of KPMG’s
Emerging Business Practice. He has held a number of leadership roles
within KPMG’s global organization particularly in setting up and growing
new practices. He was Chairman and CEO of KPMG’s India operations between
1997 and 2000 and during that period was a member of the Executive Board
of KPMG’s Asia Pacific practice. He was with KPMG from 1968 until his
retirement in March 2002. Mr. Sridar Iyengar did not hold any equity
shares of the Company as on April 26,
2008.
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Other
Directorships
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Committee
Memberships
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Name
of Company
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Name
of Committee
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Aver Q
Inc.
Career
Launcher India Limited
Infosys BPO
Limited
Infosys
Technologies Limited
Kovair
Software Inc.
Onmobile Asia
Pacific Private Limited
Rediff
Holdings Inc.
Rediff.com
India Limited
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Career
Launcher India Limited
Audit
Committee, Chairman
Compensation
Committee
Infosys
BPO Limited
Audit
Committee
Compensation
Committee
Infosys
Technologies Limited
Audit
Committee
Compensation
Committee
Risk
Committee
Onmobile
Asia Pacific Private Limited
Compensation
Committee, Chairman
Rediff.com
India Limited
Audit
Committee, Chairman
ICICI
Bank Limited
Audit
Committee, Chairman
Risk
Committee
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5
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2.
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Mr. T. S. Vijayan was
first appointed on the Board on April 30, 2005. He holds a Bachelor’s
Degree in Science and a Diploma in
Management. He joined Life Insurance Corporation of India (LIC) in 1977
and has worked at various senior levels. He was appointed as the Managing
Director of LIC on January 24, 2005. At present, he is the Chairman of
LIC. Mr. T. S. Vijayan did not hold any equity shares of the Company as on
April 26, 2008.
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Other
Directorships
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Committee
Memberships
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Name
of Company
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Name
of Committee
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LIC Housing
Finance Limited, Non-Executive
Chairman
LIC
(International) (BSC) (C), Bahrain, Non-Executive
Chairman
Life Insurance
Corporation of India, Chairman
LIC (Lanka)
Limited, Non-Executive
Chairman
LIC
(Mauritius) Offshore Limited, Non-Executive
Chairman
LIC Mutual
Fund Asset Management Company Limited,
Non-Executive
Chairman
LIC (Nepal)
Limited, Non-Executive
Chairman
LIC Pension
Fund Limited, Non-Executive
Chairman
General
Insurance Corporation of India
Kenindia
Assurance Company Limited
National
Commodity & Derivatives Exchange Limited
National Stock
Exchange of India Limited
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General
Insurance Corporation of India
Audit
Committee, Chairman
Investment
Committee
Life
Insurance Corporation of India
Executive
Committee, Chairman
Investment
Committee, Chairman
National
Commodity & Derivatives Exchange
Limited
Business
Strategy and Risk Management
Committee
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6
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3.
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Mr. Lakshmi N. Mittal
was first appointed on the Board effective May 3, 2002. He holds a
Bachelor’s degree in Commerce
(Magna-cum-Laude). He is the President & CEO of ArcelorMittal, the
world’s number one steel company, with experience in industry and
management. Mr. Lakshmi Mittal held 3,120,700 shares of the Company as on
April 26, 2008 (which includes 10,000 shares held indirectly through
companies of which he and his family are ultimate beneficial
owners).
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Other
Directorships
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Committee
Memberships
|
| Name of Company |
Name
of Committee
|
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ArcelorMittal
SA, President &
CEO
ArcelorMittal
USA Inc.
Commonwealth
Business Council Limited
European
Aeronautic Defence and Space Company Eads NV
ONGC Mittal
Energy Limited
ONGC Mittal
Energy Services Limited
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Nil
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4.
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Mr. Narendra Murkumbi
was first appointed as an additional Director on the Board on
January 20, 2006. He is an
Electronics Engineer and has done a post graduate diploma in management
from IIM, Ahmedabad. Mr. Murkumbi started a lime based pesticide unit (an
SSI) and managed the same for four years. Sensing greater opportunities in
the sugar sector, he subsequently set up Shree Renuka Sugars Limited. He
is currently the Managing Director of Shree Renuka Sugars Limited. Mr.
Narendra Murkumbi did not hold any equity shares of the Company as on
April 26, 2008.
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Other
Directorships
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Committee
Memberships
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Name
of Company
|
Name
of Committee
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KBK
Chem-Engineering Private Limited, Chairman
Shree Renuka
Sugars Limited, Managing
Director
Renuka
Commodities DMCC, Dubai, Director &
CEO
J.P. Mukherji
& Associates Private Limited
Murkumbi
Bioagro Private Limited
Murkumbi
Industries Private Limited
Shree Renuka
Infraprojects Limited
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Shree
Renuka Sugars Limited
Strategy
Management Committee,
Chairman
Investors
Grievance Committee
Risk
Management Committee
ICICI
Bank Limited
Audit
Committee
Credit
Committee
Customer
Service Committee
Fraud
Monitoring Committee
Share Transfer
& Shareholders/Investors’
Grievance
Committee
Strategy
Committee
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7
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5.
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Mr. Sonjoy Chatterjee is
a B.E in Chemical Engineering and holds a Master’s degree in Business Administration
from IIM Bangalore. Mr. Chatterjee joined erstwhile ICICI Limited (eICICI)
in 1994 in the project finance department. During the period 1998-2000, he
was Head-Strategic Support in the office of the Group Chief Executive
Officer of eICICI. During 2000-2001, he was responsible for managing some
of the key corporate relationships of eICICI. He moved to London in 2002
to set-up ICICI Bank’s first overseas subsidiary, namely, ICICI Bank UK
PLC. He was appointed as a wholetime Director designated as Executive
Director effective October 22, 2007. He is currently responsible for
wholesale banking, government banking and
international banking business of the Bank. Mr. Sonjoy Chatterjee held
30,925 shares of the Company as on April 26,
2008.
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Other
Directorships
|
Committee
Memberships
|
|
Name
of Company
|
Name
of Committee
|
|
ICICI Bank
Canada
ICICI Bank
Eurasia Limited Liability Company
ICICI Bank UK
PLC.
|
ICICI
Bank Canada
Audit
Committee
Credit Review
Committee
ICICI
Bank Eurasia Limited Liability Company
Risk and
Credit Committee, Chairman
Audit
Committee
Governance
Committee
ICICI
Bank UK PLC.
Board
Governance Committee
Board Risk
& Credit Committee
ICICI
Bank Limited
Asset
Liability Management Committee
Committee of
Directors
|
By Order of the
Board
SANDEEP
BATRA
Group
Compliance Officer
&
Company Secretary
Mumbai, April 26,
2008
|
Registered
Office:
Landmark
Race Course
Circle
Vadodara 390
007
|
Corporate
Office:
ICICI Bank
Towers
Bandra-Kurla Complex
Mumbai 400
051
|
8