ICICI Bank 2003 Annual Report Download - page 37

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35
Directors’ Report
DIRECTORS
P. C. Ghosh, Chairman, General Insurance Corporation of India (GIC), which together with other Government-
owned general insurance companies is among ICICI Bank’s largest domestic institutional shareholders, was
appointed as an additional Director effective January 31, 2003.
M. K. Sharma was appointed as an additional Director effective January 31, 2003. He is the Vice-Chairman of
Hindustan Lever Limited. He joined Hindustan Lever Limited in 1974, worked in various areas including taxation
and legal and was inducted on its Board in August 1995.
P. C. Ghosh and M. K. Sharma hold office up to the date of the forthcoming Annual General Meeting as
provided under Article 135 of the Articles of Association of the Bank, but are eligible for appointment.
H. N. Sinor completed his term as Joint Managing Director on May 31, 2003 and retired with effect from June 1,
2003. During his tenure, the Bank achieved several milestones, including its listing on the New York Stock
Exchange (NYSE), the acquisition of Bank of Madura and the merger of ICICI with the Bank, emerging as India’s
largest private sector bank and the second-largest bank in the country. The Bank pioneered technology-based
banking in India under his leadership. The Board places on record its appreciation of the services rendered by him.
The Government of India had, vide its letter dated May 6, 2002, nominated S. K. Purkayastha, Additional
Secretary (Financial Sector), Ministry of Finance on the Board. The Government of India had subsequently
nominated D. C. Gupta, Secretary (Banking & Insurance), Ministry of Finance & Company Affairs on the Board in
place of S. K. Purkayastha, effective July 19, 2002. Subsequently, Vineeta Rai, Secretary (Banking & Insurance),
Ministry of Finance & Company Affairs was nominated by the Government of India effective October 31, 2002
in place of D. C. Gupta. The Government of India withdrew the nomination of Vineeta Rai and nominated Vinod
Rai, Joint Secretary (IF), Banking Division in her place effective January 3, 2003. In terms of Article 128A of the
Articles of Association, Vinod Rai is not liable to retire by rotation.
In terms of the provisions of the Articles of Association, Somesh R. Sathe, Anupam Puri, Marti G. Subrahmanyam
and Kalpana Morparia would retire by rotation at the forthcoming Annual General Meeting and, being eligible,
offer themselves for re-appointment. If Kalpana Morparia is re-appointed as Director immediately on retirement
by rotation, she will continue to hold her office of Executive Director and the retirement by rotation and
re-appointment shall not be deemed to constitute a break in her appointment.
AUDITORS
The Auditors, N. M. Raiji & Co. and S. R. Batliboi & Co., Chartered Accountants, will retire at the ensuing Annual
General Meeting. The Board at its Meeting held on June 27-28, 2003 has proposed the appointment of
S. R. Batliboi & Co., Chartered Accountants as Auditors to audit the accounts of ICICI Bank for fiscal 2004 and
the approval of Reserve Bank of India (RBI) has been received vide letter dated July 4, 2003. You are requested
to consider their appointment.