ICICI Bank 2016 Annual Report Download - page 48

46
Directors’ Report
Annual Report 2015-2016
XIII. General Body Meetings
The details of General Body Meetings held in the last three years are given below:
General Body Meeting Day, Date Time Venue
Twenty-First AGM Monday, June 29, 2015 12:00 noon Sir Sayajirao Nagargruh,
Vadodara Mahanagar Seva Sadan,
Near GEB Colony, Old Padra Road,
Akota, Vadodara 390 020
Twentieth AGM Monday, June 30, 2014 1:00 p.m.
Nineteenth AGM Monday, June 24, 2013 1:15 p.m.
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 29, 2015 Private placement of securities under Section 42 of the Companies Act,
2013
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 scal 2016 vide Postal Ballot Notice dated March 10, 2016
under Section 110 of the Companies Act, 2013 pertaining to amendment to the Employees Stock Option Scheme.
The Bank followed the procedure as prescribed under the Companies (Management and Administration), Rules, 2014, as
amended and Secretarial Standard 2 issued by the Institute of Company Secretaries of India. The 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., 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). Considering the combined results of the Postal Ballot via postal ballot forms
and e-voting facility, the resolution was approved on April 22, 2016. The results were declared on April 25, 2016 and
communicated to the stock exchanges and displayed on the Bank’s website www.icicibank.com. 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
Employees Stock
Option Scheme 3,602,690,566 61.97 3,457,458,223 145,232,343 95.97 4.03 188,617
At present, no special resolution is proposed to be passed through postal ballot.
XIV. Disclosures
1. There are no materially signicant transactions with related parties i.e. directors, management, subsidiaries or
relatives conicting with the Bank’s interests. The Bank has no promoter.
2. No penalties or strictures have been imposed on the Bank by any of the Stock Exchanges, the Securities & 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.
3. In terms of the Whistle Blower Policy of the Bank, no employee of the Bank has been denied access to the Audit
Committee.