ICICI Bank 2007 Annual Report Download - page 158

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terms and conditions, including issue of Securities as fully or partly paid, making of calls and manner of appropriation of
application money or call money, in respect of different class(es) of investor(s) and/or in respect of different Securities, as
the Board may in its absolute discretion decide at the time of issue of the Securities.
RESOLVED FURTHER that, without prejudice to the generality of the above, the aforesaid issue of Securities may have all
or any terms or combination of terms in accordance with prevalent market practices or as the Board may in its absolute
discretion deem fit, including but not limited to terms and conditions relating to payment of interest, dividend, premium on
redemption at the option of the Company and/or holders of any securities, or variation of the price of Securities during the
period of the Securities or terms pertaining to voting rights, if any permitted by law, for early redemption of Securities.
RESOLVED FURTHER that, the Company and/or any agency or body or person authorised by the Board may issue depository
receipts representing the underlying Securities in the capital of the Company or such other Securities in negotiable, registered
or bearer form with such features and attributes as may be required and to provide for the tradability and free transferability
thereof as per market practices and regulations (including listing on one or more stock exchange(s) in or outside India).
RESOLVED FURTHER that the Board be and is hereby authorised to issue and allot such number of Securities as may be
required to be issued and allotted, including issue and allotment of Securities upon conversion of any depository receipts
or other securities referred to above or as may be necessary in accordance with the terms of the offer.
RESOLVED FURTHER that for the purpose of giving effect to any offer, issue or allotment of Securities or instruments
representing the same, as described above, the Board be and is hereby authorised on behalf of the Company to do all
such acts, deeds, matters and things as it may, in its absolute discretion, deem necessary or desirable for such purpose,
including without limitation, the determination of the number of Securities that may be offered in domestic and international
markets and proportion thereof, entering into arrangements for managing, underwriting, marketing, listing, trading, acting
as depository, custodian, registrar, stabilizing agent, paying agent, trustee and to issue any document(s), including but not
limited to prospectus and/or letter of offer and/or circular, and sign all deeds, documents and writings and to pay any fees,
commissions, remuneration, expenses relating thereto and with power on behalf of the Company to settle all questions,
difficulties or doubts that may arise in regard to such offer(s) or issue(s) or allotment(s) as it may, in its absolute discretion,
deem fit.
RESOLVED FURTHER that the Board be and is hereby authorised to delegate all or any of the powers herein conferred to
any Committee of Directors or any one or more wholetime Directors of the Company.
18. To consider and, if thought fit, to pass, with or without modification, the following Resolution as an Ordinary Resolution:
RESOLVED that the consent of the Members of the Company under the provisions of Section 293(1)(d) and other applicable
provisions, if any, of the Companies Act, 1956, and the relevant provisions of the Articles of Association of the Company, be
and is hereby accorded to the borrowings by the Board of Directors of the Company from time to time, of all moneys deemed
by them to be requisite or proper for the purpose of carrying on the business of the Company, so however, that apart from
deposits accepted in the ordinary course of business, temporary loans repayable on demand or within six months from
the date of the loan or temporary loans, if any, obtained from the Company’s bankers, the total amount of such borrowings
outstanding at any time shall not exceed Rs.200,000 crore (Rupees two hundred thousand crore) notwithstanding that the
monies to be borrowed together with the monies already borrowed by the Company (including temporary loans, if any,
obtained for the purpose of financing expenditure of a capital nature) will exceed the aggregate of the paid-up capital of
the Company and its free reserves, that is to say, reserves not set apart for any specific purpose.
19. To consider and, if thought fit, to pass, with or without modification, the following Resolution as a Special Resolution:
RESOLVED that subject to the applicable provisions of the Companies Act, 1956 and subject to the requisite approvals,
if and to the extent necessary, Article 56(d) of the Articles of Association of the Company be substituted by the following
Clause:
“56(d) Acquisition of shares by a person/group which could take in the aggregate his/her/its holding to a level of 5 per cent
or more of the total paid-up capital of the Bank (or such other percentage as may be prescribed by Reserve Bank of India
from time to time) should be effected by such buyer(s) after obtaining prior approval of Reserve Bank of India.”
NOTES:
a) The relative Explanatory Statement pursuant to Section 173(2) of the Companies Act, 1956, in respect of Item Nos. 10 - 19
set out in the Notice is annexed hereto.
b) 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.
c) 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.
d) The Register of Members and the Share Transfer Book of the Company will remain closed from Saturday, June 16, 2007
to Saturday, July 14, 2007 (both days inclusive).
Dividend for the year ended March 31, 2007, at Rs.10 per fully paid-up equity share, if declared at the Meeting, will be paid
on and from Monday, July 23, 2007: