ICICI Bank 2004 Annual Report Download - page 13

Directors’ Report
R. Seshasayee, who was appointed as a Director effective May 3, 2002, resigned from the Board
effective October 31, 2003, in view of his increasing professional commitments in his executive
capacity at Ashok Leyland Limited and its group companies. The Board places on record its deep
appreciation of his invaluable contribution to the growth and development of the ICICI group.
Lalita D. Gupte has been re-appointed as Joint Managing Director upto October 31, 2006. Her
re-appointment was approved by the Members at their Extraordinary General Meeting held on
March 12, 2004 and has also been approved by Reserve Bank of India (RBI).
Kalpana Morparia has been elevated as Deputy Managing Director effective February 1, 2004.
S. Mukherji ceased to be a member of the Board effective February 1, 2004, consequent to his taking up
full-time executive responsibilities as Managing Director & CEO of ICICI Securities Limited
(ICICI Securities) effective that date. He has worked with erstwhile ICICI Limited and ICICI Bank for over
two decades and has vast experience in various areas. The Board places on record its deep
appreciation of his invaluable contribution as a wholetime Director of ICICI Bank and extends its best
wishes to him in his new role at ICICI Securities.
In terms of the provisions of the Articles of Association, Uday M. Chitale, Satish C. Jha, L.N. Mittal and
P. M. Sinha would retire by rotation at the forthcoming Annual General Meeting (AGM). Uday M. Chitale,
L.N. Mittal and P. M. Sinha, being eligible, offer themselves for re-appointment. RBI has vide its circular
dated September 9, 2002 stipulated an upper age limit of 70 years for the appointment of Directors on
the boards of private sector banks. Satish C. Jha, who completed 70 years of age on March 31, 2004
does not seek re-appointment. The Board places on record its deep appreciation of his invaluable
contribution as a Director of ICICI Bank. S.B. Mathur and V. Prem Watsa hold office up to the date of the
forthcoming AGM as provided under Article 135 of the Articles of Association, but are eligible for
appointment. Approval of the Members is being sought at the forthcoming AGM for the
re-appointment of Uday M. Chitale, L.N. Mittal and P. M. Sinha and the appointment of S. B. Mathur
(in the vacancy created by the retirement of Satish C. Jha) and V. Prem Watsa.
The Auditors, S.R. Batliboi & Co., Chartered Accountants, will retire at the ensuing AGM. The Board at
its Meeting held on April 30, 2004 has proposed the appointment of S. R. Batliboi & Co. as Auditors to
audit the accounts of ICICI Bank for fiscal 2005, and the approval of RBI for their appointment has been
obtained. You are requested to consider their appointment.
As required by the provisions of Section 217(2A) of the Companies Act, 1956, read with Companies
(Particulars of Employees) Rules, 1975, as amended, the names and other particulars of the employees
are set out in the Annexure to the Directors' Report.
Erstwhile ICICI Limited had a policy of appointing nominee directors on the boards of certain borrower
companies based on loan covenants, with a view to enable monitoring of the operations of those
AUDITORS
PERSONNEL
APPOINTMENT OF NOMINEE DIRECTORS ON THE BOARD OF ASSISTED COMPANIES
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