ICICI Bank 2016 Annual Report Download - page 29

27Annual Report 2015-2016
The Board of Directors at their Meeting held on November 16, 2015 approved the appointment of Vishakha Mulye as
wholetime Director (designated as executive Director) for a period of ve years effective from the date of receipt of RBI
approval. Pursuant to approval granted by RBI, Vishakha Mulye was appointed as an executive Director on the Board of
the Bank effective January 19, 2016 for a period of three years. The Members through a postal ballot on April 22, 2016
approved the appointment of Vishakha Mulye for a period of ve years effective January 19, 2016 upto January 18, 2021.
K. Ramkumar, executive Director stepped down from his position as an executive Director effective close of business
hours on April 29, 2016 consequent to his decision to opt for early retirement to pursue other interests. The Board placed
on record its appreciation of K. Ramkumar’s immense contribution to the Bank.
Appointment subject to regulatory approvals
Vijay Chandok was appointed as an executive Director by the Board of the Bank at its Meeting held on April 29, 2016 for
a period of ve years subject to approval of RBI and Members and other approvals, as may be applicable.
The appointment of Vijay Chandok as an executive Director would be effective from the date of receipt of RBI approval.
Approval of the Members is being sought for Vijay Chandok's appointment in the Notice of the forthcoming Annual
General Meeting vide item nos. 8 and 9.
Independent Directors
The Board of the Bank at March 31, 2016 consisted of 13 Directors, out of which seven are independent Directors, one is
a Government Nominee Director and ve are wholetime Directors.
All independent Directors have given declarations that they meet the criteria of independence as laid down
under Section 149 of the Companies Act, 2013 and Regulation 16 of Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 which have been relied on by the Bank and were
placed at the Board Meeting held on April 29, 2016.
Retirement by rotation
In terms of Section 152 of the Companies Act, 2013, Rajiv Sabharwal and N. S. Kannan would retire by rotation at the
forthcoming AGM and are eligible for re-appointment. Rajiv Sabharwal and N. S. Kannan have offered themselves for
re-appointment.
AUDITORS
Statutory Auditors
At the AGM held on June 30, 2014, the Members approved the appointment of M/s B S R & Co. LLP, Chartered
Accountants as statutory auditors for a period of four years commencing from the Twentieth AGM till the conclusion
of the Twenty-Fourth AGM subject to the annual approval of Reserve Bank of India (RBI) and ratication by the
Members every year. As recommended by the Audit Committee, the Board has proposed the ratication of
appointment of M/s B S R & Co. LLP, Chartered Accountants as statutory auditors for scal 2017. Their appointment
for scal 2017 has been approved by RBI. The appointment is accordingly proposed in the Notice of the forthcoming
AGM vide item no. 6 for ratication by Members.
There are no qualications, reservation or adverse remarks made by the statutory auditors in the audit report.
Secretarial Auditors
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, the Bank with the approval of its Board, appointed M/s. Parikh Parekh & Associates,
a rm of Company Secretaries in Practice to undertake the Secretarial Audit of the Bank for the nancial year ended
March 31, 2016. The Secretarial Audit Report is annexed herewith as Annexure B. There are no qualications, reservation
or adverse remark or disclaimer made by the auditor in the report save and except disclaimer made by them in discharge
of their professional obligation.