ICICI Bank 2016 Annual Report Download - page 60

58
Directors’ Report
Annual Report 2015-2016
ANNEXURE B
FORM NO. MR-3
Secretarial Audit Report
For the nancial year ended 31st March, 2016
(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 verication of the Company’s books, papers, minute books, forms and returns led and other records
maintained by the company, the information provided by the company, its ofcers, agents and authorised representatives
during the conduct of secretarial audit, the explanations and clarications given to us and the representations made by
the Management, we hereby report that in our opinion, the company has, during the audit period covering the nancial
year ended on 31st March, 2016 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 led and other records made available to us and
maintained by the Company for the nancial year ended on 31st March, 2016 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 Securities and
Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;
(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009
and amendments from time to time;
(d) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase
Scheme) Guidelines, 1999 and The Securities and Exchange Board of India (Share Based Employees Benets)
Regulations, 2014;
(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008;
(f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993
regarding the Companies Act and dealing with client; (Not applicable to the Company during the audit period);