ICICI Bank 2007 Annual Report Download - page 156

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RESOLVED FURTHER that the Board or any Committee thereof, be and is hereby authorised to decide the remuneration
(salary, perquisites and bonus) payable to Dr. Nachiket Mor, 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 Dr. Nachiket Mor shall be governed by Section II of Part II of Schedule XIII of the Companies Act, 1956, or any
modification(s) thereto.
13. To consider and, if thought fit, to pass, with or without modification, the following Resolution as an Ordinary Resolution:
RESOLVED that Mr. V. Vaidyanathan, 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.
14. To consider and, if thought fit, to pass, with or without modification, the following Resolution as an Ordinary Resolution:
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 and subject to the approval of Reserve Bank of India to the extent
required, Mr. V. Vaidyanathan, be appointed as a wholetime Director (designated as Executive Director) of the Company,
effective October 24, 2006 up to October 23, 2011, on payment of the following remuneration:
Salary:
In the range of Rs.200,000 to Rs.500,000 per month (up to March 31, 2007)
In the range of Rs.300,000 to Rs.1,000,000 per month (from April 1, 2007 up to October 23, 2011).
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. V. Vaidyanathan shall be eligible for house rent allowance
of Rs.50,000 per month (up to March 31, 2007) and Rs.100,000 per month (from April 1, 2007 up to October 23, 2011) 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. V. Vaidyanathan, 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. V. Vaidyanathan 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. V. Vaidyanathan 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.
15. To consider and, if thought fit, to pass, with or without modification, the following Resolution as an Ordinary Resolution:
RESOLVED that Ms. Madhabi Puri-Buch, 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 her 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.
16. To consider and, if thought fit, to pass, with or without modification, the following Resolution as an Ordinary Resolution:
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 and subject to the approval of Reserve Bank of India,
Ms. Madhabi Puri-Buch, be appointed as a wholetime Director (designated as Executive Director) of the Company, effective
June 1, 2007 up to May 31, 2012, on payment of the following remuneration: