ICICI Bank 2015 Annual Report Download - page 57

55Annual Report 2014-2015
ANNEXURE B
FORM NO. MR-3
Secretarial Audit Report
for the financial year ended March 31, 2015
(Pursuant to Section 204 (1) of the Companies Act, 2013 and rule No. 9 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014)
To ,
The Members,
ICICI Bank Limited
We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good
corporate practices by ICICI Bank Limited (hereinafter called the Company). Secretarial Audit was conducted in a manner
that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our
opinion thereon.
Based on our verification of the ICICI Bank Limited’s books, papers, minute books, forms and returns filed and other
records maintained by the Company and also the information provided by the Company, its officers, agents and authorised
representatives during the conduct of secretarial audit and the representations and clarifications made by the Company,
we hereby report that in our opinion, the Company has, during the audit period covering the financial year ended on
March 31, 2015 generally complied with the statutory provisions listed hereunder and also that the Company has proper Board
processes and compliance mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:
We have examined the books, papers, minute books, forms and returns filed and other records made available to us and
maintained by ICICI Bank Limited for the financial year ended on March 31, 2015 according to the provisions of:
i. The Companies Act, 2013 (the Act) and the rules made thereunder;
ii. The Securities Contract (Regulation) Act, 1956 (‘SCRA’) and the rules made thereunder;
iii. The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;
iv. Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign
Direct Investment, Overseas Direct Investment and External Commercial Borrowings;
v. The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992
(‘SEBI Act’)
(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;
(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992; and
(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009;
(d) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase
Scheme) Guidelines, 1999;
(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008;
vi. Other laws including Banking Regulation Act, 1949 applicable to the Company as per the representation given by the
Company.
We have also examined compliance with the applicable clauses of the following:
(i) Secretarial Standards with respect to board and general meetings of The Institute of Company Secretaries of India
are not in force as on the date of this report.