ICICI Bank 2015 Annual Report Download - page 46

44 Annual Report 2014-2015
Directors’ Report
The details of the Special Resolutions passed in the General Meetings held in the previous three years are given below:
General Body Meeting Day, Date Resolution
Annual General Meeting Monday, June 25, 2012 Enhancement of limit for Employee Stock Options to ten percent of aggregate
of the number of issued equity shares of the Bank and consequent approval
to create, offer, issue and allot equity shares under Employee Stock Option
Scheme to:
permanent employees and Directors of the Bank
permanent employees and Directors of the subsidiaries of the Bank
Annual General Meeting Monday, June 30, 2014 1. Amendment to Articles of Association of the Bank pursuant to The Banking
Laws (Amendment) Act, 2012
2. Borrowing limits under Section 180(1)(c) of the Companies Act, 2013
3. Private placement of securities under Section 42 of the Companies Act, 2013
Postal Ballot
Special resolution was passed through postal ballot during fiscal 2015 vide Postal Ballot Notice dated September 29, 2014,
under Section 110 of the Companies Act, 2013, pertaining to amendment to the Capital clause i.e. Clause 5(a) of Articles
of Association of the Company.
The Bank followed the procedure as prescribed under Companies (Management and Administration), Rules, 2014
and Members were provided the facility to cast their votes through electronic voting (e-voting) or through postal
ballot. The Board of Directors of the Company, appointed Alwyn D’souza of Alwyn D’souza & Co., Practicing Company
Secretaries, as the Scrutinizer for conducting the postal ballot voting process. The scrutinizer submitted his report to
the Chairman after the completion of the scrutiny of the postal ballots (including e-voting). The combined results of
the Postal Ballot via postal ballot forms and e-voting facility was declared on November 20, 2014 and communicated
to the stock exchanges and displayed on the Bank’s website www.icicibank.com. The results were published in the
Business Standard (all editions) and in Vadodara Samachar (Vadodara) for the information of Members. The details of
the voting pattern is given below:
Resolution
Total number
of votes
polled
% of votes
polled on
outstanding
shares
Votes cast
in favour
of the
Resolution
Votes cast
against the
Resolution
% of votes
in favour on
votes polled
% of votes
against on
votes polled
Invalid
votes
Amendment to the
Articles of Association
617,896,513 53.40 617,881,771 14,742 99.998 0.002 16,772
At present, no special resolution is proposed to be passed through postal ballot.
XIV. Disclosures
1. There are no materially significant transactions with related parties i.e., directors, management, subsidiaries or
relatives conflicting with the Bank’s interests. The Bank has no promoter.
2. Penalties or strictures imposed on the Bank by any of the stock exchanges, the Securities and Exchange Board
of India (SEBI) or any other statutory authority, for any non-compliance on any matter relating to capital markets,
during the last three years are detailed hereunder:
No penalties or strictures have been imposed on the Bank by RBI, any of the stock exchanges or SEBI for any
non-compliance on any matter relating to capital markets during the last three years.
3. In terms of the Whistle Blower Policy of the Bank, no employee of the Bank has been denied access to the Audit
Committee.