FORM 6-K

 

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

Report of Foreign Issuer

 

Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934

 

For the month of April, 2016

 

Commission File Number: 001-15002

 

ICICI Bank Limited
(Translation of registrant’s name into English)

 

ICICI Bank Towers,
Bandra-Kurla Complex
Mumbai, India 400 051
(Address of principal executive office)

 

Indicate by check mark whether the registrant files or will file
annual reports under cover Form 20-F or Form 40-F.

 

Form 20-F   X    Form 40-F      

 

Indicate by check mark if the registrant is submitting the Form 6-K
in paper as permitted by Regulation S-T Rule 101(b)(1):

 

Yes          No   X 

 

Indicate by check mark if the registrant is submitting the Form 6-K
in paper as permitted by Regulation S-T Rule 101(b)(7):

 

Yes         No   X 

 

Indicate by check mark whether by furnishing the information
contained in this Form, the Registrant is also thereby furnishing the
information to the Commission pursuant to Rule 12g3-2(b)
under the Securities Exchange Act of 1934:

 

Yes         No   X 

 

If “Yes” is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g 3-2(b): Not Applicable

 

 

 

 

 

Table of Contents

 

Item  
   
1. Other news
2. Information as per the prescribed format under Indian Listing Regulations
3. Scrutinizer’s Report

  

 

 

 Item 1

 

 

 

 

  

 

OTHER NEWS

 

Subject: Declaration of results of postal ballot

 

IBN

ICICI Bank Limited (the ‘Company’) Report on Form 6-K

 

Pursuant to the provisions of Section 110 of the Companies Act, 2013 and the underlying rules, the Bank sought approval of shareholders through postal ballot for the following matters:

 

1.Appointment of Mr. M. K. Sharma as an Independent Director.
2.Appointment of Mr. M. K. Sharma as Non-Executive (part-time) Chairman.
3.Appointment of Ms. Vishakha Mulye as a Director.
4.Appointment of Ms. Vishakha Mulye as a Wholetime Director (designated as Executive Director).
5.Amendment to the Employees Stock Option Scheme.

 

The last date for receipt of physical postal ballot forms and for e-voting was April 22, 2016.

 

Mr. Alwyn D’Souza, Practicing Company Secretary, who was appointed as the scrutiniser for the postal ballot process, has submitted his report on the same dated April 25, 2016. Based on the report, we confirm that all the resolutions as contained in the postal ballot notice dated March 10, 2016 were approved by requisite majority of shareholders. We enclose the voting results in the format as sent to the Indian stock exchanges alongwith the scrutinizer’s report.

 

 

 

 

 

 

 

 

 

 

ICICI Bank Limited

ICICI Bank Towers

Bandra-Kurla Complex

Mumbai 400 051, India

Tel.: (91-22) 2653 1414

Fax: (91-22) 2653 1122

Website www.icicibank.com

CIN.: L65190GJ1994PLC021012

Regd. Office: “Landmark”

Race Course Circle,

Vadodara 390007. India

 

 

 

Item 2 

 

Date of the Postal Ballot   Postal Ballot Notice dated March 10, 2016  
Total number of shareholders on record date (March 11, 2016) 988,816    
No. of shareholders present in the meeting either in person or through proxy          
Promoters and Promoter Group :   Not Applicable      
Public :     Not Applicable      
No of shareholders who attended the meeting through video conferencing:          
Promoters and Promoter Group :   Not Applicable      
Public :     Not Applicable      
                 
Agenda-wise disclosure (to be disclosed seperately for each agenda item) As disclosed below      
Whether promoter/promoter group are interested in the agenda resolution Not applicable      
                 
                 
Details of Agenda              
                 
Item No.1 - Appointment of Mr. M.K. Sharma as an Independent Director
Resolution required : Ordinary Resolution           
Whether promoter/ promoter group are interested  in the agenda/ resolution Not Applicable            
                 

 

 

 

Category Mode of Voting No. of shares held No of votes Polled  % of Votes Polled on outstanding shares
 
No. of Votes – in favour No. of Votes – against  % of Votes in favour on votes polled   % of Votes against on votes polled 
    (1) (2) (3)
([(2)/(1)]*100
(4) (5) (6)
[(4)/(2)]*100
(7)
[(5)/(2)]*100
Promoter and Promoter Group E-Voting - - - - - - -
Poll - - - - - - -
Postal Ballot (if applicable) - - - - - - -
Total - - - - - - -
Public -Institutional holders E-Voting - 3,546,032,915 67.37 3,473,137,686 72,895,229 97.94 2.06
Poll - - - - - - -
Posta lBallot (if applicable) - 2,423,000 0.05 2,423,000 - 100.00 -
Total 5,263,501,861 3,548,455,915 67.42 3,475,560,686 72,895,229 97.95 2.05
Public-Others E-Voting - 33,361,167 6.06 33,250,174 110,993 99.67 0.33
  Poll - - - - - - -
  Postal Ballot (if applicable) - 1,753,102 0.32 1,679,866 73,236 95.82 4.18
  Total 550,563,269 35,114,269 6.38 34,930,040 184,229 99.48 0.52
Total   5,814,065,130 3,583,570,184 61.64 3,510,490,726 73,079,458 97.96 2.04

 

 

 

 

Item No.2 - Appoitnment of Mr. M.K. Sharma as a Non-Executive (part-time) Chairman
                 
Resolution required : Ordinary Resolution           
Whether promoter/ promoter group are interested  in the agenda/ resolution     Not Applicable          

 

 

Category Mode of Voting No. of shares held No of votes Polled  % of Votes Polled on outstanding shares
 
No. of Votes – in favour No. of Votes – against  % of Votes in favour on votes polled   % of Votes against on votes polled 
    (1) (2) (3)
([(2)/(1)]*100
(4) (5) (6)
[(4)/(2)]*100
(7)
[(5)/(2)]*100
Promoter and Promoter Group E-Voting - - - - - - -
Poll  - - - - - - -
Postal Ballot (if applicable) - - - - - - -
Total - - - - - - -
Public -Institutional holders E-Voting - 3,546,032,915 67.37 3,483,716,498 62,316,417 98.24 1.76
Poll  - - - - - - -
Postal Ballot (if applicable) - 2,423,000 0.05 2,423,000 - 100.00 -
Total 5,263,501,861 3,548,455,915 67.42 3,486,139,498 62,316,417 98.24 1.76
Public-Others E-Voting - 33,350,948 6.06 33,060,585 290,363 99.13 0.87
Poll  - - - - - - -
Postal Ballot (if applicable) - 1,737,312 0.32 1,638,411 98,901 94.31 5.69
Total 550,563,269 35,088,260 6.37 34,698,996 389,264 98.89 1.11
Total   5,814,065,130 3,583,544,175 61.64 3,520,838,494 62,705,681 98.25 1.75

 

 

 

 

 

 

 

 

Item No.3 - Appointment of Ms. Vishakha Mulye as  a Director
                 
Resolution required : Ordinary Resolution           
Whether promoter/ promoter group are interested  in the agenda/ resolution Not Applicable            

 

 

 

 

Category Mode of Voting No. of shares held No of votes Polled  % of Votes Polled on outstanding shares
 
No. of Votes – in favour No. of Votes – against  % of Votes in favour on votes polled   % of Votes against on votes polled 
    (1) (2) (3)
([(2)/(1)]*100
(4) (5) (6)
[(4)/(2)]*100
(7)
[(5)/(2)]*100
Promoter and Promoter Group E-Voting - - - - - - -
Poll  - - - - - - -
Postal Ballot (if applicable) - - - - - - -
Total - - - - - - -
Public -Institutional holders E-Voting - 3,565,236,945 67.74 3,513,396,720 51,840,225 98.55 1.45
Poll  -   - - - - -
Postal Ballot (if applicable) - 2,423,000 0.05 2,423,000.00 - 100.00 -
Total 5,263,501,861 3,567,659,945 67.78 3,515,819,720 51,840,225 98.55 1.45
Public-Others E-Voting - 33,354,232 6.06 33,237,458 116,774 99.65 0.35
Poll  - - - - - - -
Postal Ballot (if applicable) - 1,738,740 0.32 1,625,924 112,816 93.51 6.49
Total 550,563,269 35,092,972 6.37 34,863,382 229,590 99.35 0.65
Total   5,814,065,130 3,602,752,917 61.97 3,550,683,102 52,069,815 98.55 1.45

 

 

 

 

Item No.4 - Appoitnment of Ms. Vishakha Mulye as Wholetime Director (designated as Executive Director)
                 
Resolution required : Ordinary Resolution           
Whether promoter/ promoter group are interested  in the agenda/ resolution Not Applicable            

 

 

 

Category Mode of Voting No. of shares held No of votes Polled  % of Votes Polled on outstanding shares
 
No. of Votes – in favour No. of Votes – against  % of Votes in favour on votes polled   % of Votes against on votes polled 
    (1) (2) (3)
([(2)/(1)]*100
(4) (5) (6)
[(4)/(2)]*100
(7)
[(5)/(2)]*100
Promoter and Promoter Group E-Voting - - - - - - -
Poll  - - - - - - -
Postal Ballot (if applicable) - - - - - - -
Total - - - - - - -
Public -Institutional holders E-Voting - 3,546,032,915 67.37 3,498,877,359 47,155,556 98.67 1.33
Poll  - - - - - - -
Postal Ballot (if applicable) - 2,423,000 0.05 2,423,000 - 100.00 -
Total 5,263,501,861 3,548,455,915 67.42 3,501,300,359 47,155,556 98.67 1.33
Public-Others E-Voting - 33,355,954 6.06 33,225,008 130,946 99.61 0.39
Poll  - - - - - - -
Postal Ballot (if applicable) - 1,730,205 0.31 1,613,569 116,636 93.26 6.74
Total 550,563,269 35,086,159 6.37 34,838,577 247,582 99.29 0.71
Total   5,814,065,130 3,583,542,074 61.64 3,536,138,936 47,403,138 98.68 1.32

 

 

 

 

Item No.5 -Amendent to Employee Stock Option Scheme
                 
Resolution required : Special Resolution             
Whether promoter/ promoter group are interested  in the agenda/ resolution Not Applicable            

 

 

Category Mode of Voting No. of shares held No of votes Polled  % of Votes Polled on outstanding shares
 
No. of Votes – in favour No. of Votes – against  % of Votes in favour on votes polled   % of Votes against on votes polled 
    (1) (2) (3)
([(2)/(1)]*100
(4) (5) (6)
[(4)/(2)]*100
(7)
[(5)/(2)]*100
Promoter and Promoter Group E-Voting - - - - - - -
Poll  - - - - - - -
Postal Ballot (if applicable) - - - - - - -
Total - - - - - -  
Public -Institutional holders E-Voting - 3,565,236,945 67.74 3,420,568,635 144,668,310 95.94 4.06
Poll  - - - - - - -
Postal Ballot (if applicable) - 2,423,000 0.05 2,423,000 - 100.00 -
Total 5,263,501,861 3,567,659,945 67.78 3,422,991,635 144,668,310 95.95 4.05
Public-Others E-Voting - 33,357,796 6.06 32,960,593 397,203 98.81 1.19
Poll  - - - - - - -
Postal Ballot (if applicable) - 1,672,825 0.30 1,505,995 166,830 90.03 9.97
Total 550,563,269 35,030,621 6.36 34,466,588 564,033 98.39 1.61
Total   5,814,065,130 3,602,690,566 61.97 3,457,458,223 145,232,343 95.97 4.03

 

 

 

Percentage figures have been rounded off to nearest decimal.

All the above resolutions have been passed with requisite majority.

 

 

Note: Section 12(2) of the Banking Regulation Act, 1949 caps the voting rights of shareholders of a bank upto 10% of the total voting rights of all shareholders. In line with the same, the shareholding of Deutsche Bank Trust Company Americas (Depositary to the ADS holders) which was 1,476,690,148 equity shares and which formed 25.40% of the total equity shares (5,814,065,130 equity shares) as on the record date i.e. March 11, 2016 was reckoned only to the extent of 581,406,513 equity shares i.e. 10% of the total equity shares for the purpose of electronic voting. Hence in the column pertaining to number of shares held, the actual number of shares held by DBTCA i.e. 1,476,690,148 equity shares is included and in the number of votes polled, only 10% of the total number of equity shares i.e 581,406,513 equity shares are reckoned 

 

 

Item 3

 

 

 

ICICI BANK LIMITED

Registered Office: Landmark, Race Course Circle, Vadodara 390 007.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

SCRUTINIZER’S REPORT ON POSTAL BALLOT

 

 

 

 

 

 

 

 

 

 

 

 

 

ALWYN D’SOUZA

ALWYN D’SOUZA & CO.

COMPANY SECRETARIES

Annex-103, Dimple Arcade, Asha Nagar, Kandivli (E), Mumbai 400101. Tel: 022-28125781

Branch Office: B-002, Gr. Floor, Shreepati-2, Royal Complex, Behind Olympia Tower,

Mira Road (E), Thane-401107; Mob: 09820465195;

E-mail: alwyn.co@gmail.com ;Website : www.alwynjay.com

 

 

 

ALWYN D’SOUZA

ALWYN D’SOUZA & CO.

COMPANY SECRETARIES

Annex-103, Dimple Arcade, Asha Nagar, Kandivli (E), Mumbai 400101. Tel: 022-28125781

Branch Office: B-002, Gr. Floor, Shreepati-2, Royal Complex, Behind Olympia Tower,

Mira Road (E), Thane-401107; Mob: 09820465195;

E-mail: alwyn.co@gmail.com ;Website : www.alwynjay.com

 

To,

 

 

The Chairman

ICICI Bank Limited

Landmark, Race Course Circle

Vadodara 390 007.

Dear Sir,

 

RE : SCRUTINIZER’S REPORT

 

I, Alwyn D’Souza of Alwyn D’Souza & Co, Company Secretaries appointed as Scrutinizer by the Board of Directors of ICICI Bank Limited (Bank) for conducting the Postal Ballot process for seeking members assent/dissent for the following items of business specified in the Notice dated March 10, 2016.

 

 

1.Appointment of Mr. M. K. Sharma as an Independent Director.
2.Appointment of Mr. M. K. Sharma as Non-Executive (part-time) Chairman.
3.Appointment of Ms. Vishakha Mulye as a Director.
4.Appointment of Ms. Vishakha Mulye as a Wholetime Director (designated as Executive Director).
5.Amendment to the Employees Stock Option Scheme.

 

I have carried out the work as Scrutinizer from the close of working hours on April 22, 2016 to April 24, 2016.

 

My responsibility as a scrutinizer is to ensure that the voting process is conducted in a fair and transparent manner, and render a consolidated scrutinizer’s report on the voting to the Chairman on the resolutions contained in the Notice dated 10th March, 2016 based on the reports generated from the electronic voting system of the National Securities Depository Limited (NSDL) and the scrutiny of the physical ballot forms received till 5.00 p.m IST on Friday, April 22, 2016 and reports provided by Registrar and Transfer Agents (RTA) 3i Infotech Limited.

 

 

I submit my report as under

 

1.The Bank has sent emails to the Members whose e-mail ids are registered with the Depository participant/the Bank’s Registrar and Transfer Agents as on March 11, 2016 (relevant date/record date) seeking approval by postal ballot including voting by electronic means and for those Members whose e-mail ids are not registered, the Bank completed the dispatch of postal ballot notice along with a postal ballot form and self-addressed, postage pre-paid Business Reply envelope on March 21, 2016.

 

2.The postal ballot voting process/e-voting period commenced on Thursday, March 24, 2016 (9:00 a.m. IST) and ended on Friday, April 22, 2016 (5:00 p.m. IST).

 

3.After the time fixed for closing of the e-voting ie, 5.00 p.m IST on Friday, April 22, 2016 the votes were unblocked at 5.14 P.M IST in the presence of two witnesses on the e-voting website of the National Securities Depository Limited, (http://www.evoting.nsdl.com) and a final electronic report was generated by me. The data generated was diligently scrutinized.

 

4.The physical postal ballot forms received till the time fixed for closing of the Postal Ballot i.e, 5.00 p.m IST, Friday, April 22, 2016 were diligently scrutinized. Verification was done with the support of the Registrar and Transfer Agent of the Bank to check names of the Members, their shareholding and Specimen Signatures registered with RTA/as provided by depositories.

 

5.The data for the purpose of verification of the number of shares was taken as of March 11, 2016 which was the relevant date (record date) fixed for determining voting rights of the Members entitled to participate in the voting process. Section 12(2) of the Banking Regulation Act, 1949 caps the voting rights of shareholders of a bank upto 10% of the total voting rights of all shareholders. In line with the same, the shareholding of Deutsche Bank Trust Company Americas (Depositary to the ADS holders) which was 1,476,690,148

 

 

 

equity shares and which formed 25.40% of the total equity shares (5,814,065,130 equity shares) as on the record date i.e. March 11, 2016 was reckoned only to the extent of 581,406,513 equity shares i.e. 10% of the total equity shares for the purpose of electronic voting.

 

6.In cases where the Members who have exercised their vote in physical as well as electronic mode, the vote by electronic mode only has been considered as specified in the instructions to the Postal Ballot Form.

 

The results of the scrutiny of the above postal ballot voting including voting by electronic means in respect to passing of resolutions contained in the Postal Ballot Notice dated March 10, 2016 through postal ballot are as under.

 

A. ITEM NO.1: ORDINARY RESOLUTION

 

Appointment of Mr. M. K. Sharma as an Independent Director.

 

(i)Voted in favour of the resolution:

 

Particulars of Postal Ballot Voting Number of members voted Number of votes cast by them % of total number of valid votes cast
Physical 2832 4,102,866 0.11
E-voting 4030 3,506,387,860 97.85
TOTAL 6862 3,510,490,726 97.96

 

(ii)Voted against the resolution:

 

Particulars of Postal Ballot Voting Number of members voted Number of votes cast by them % of total number of valid votes cast
Physical 145 73,236 0.00
E-voting 273 73,006,222 2.04
TOTAL 418 73,079,458 2.04

 

(iii)Invalid votes:

 

Particulars of Postal Ballot Voting Total number of members whose votes were declared invalid Total number of votes cast by them
Physical 194 109,230
E-voting Nil Nil
TOTAL 194 109,230

 

 

B. ITEM NO.2: ORDINARY RESOLUTION

 

Appointment of Mr. M. K. Sharma as Non-Executive (part-time) Chairman.

 

(i)Voted in favour of the resolution:

 

Particulars of Postal Ballot Voting Number of members voted Number of votes cast by them % of total number of valid votes cast
Physical 2725 4,061,411 0.11
E-voting 3932 3,516,777,083 98.14
TOTAL 6657 3,520,838,494 98.25

 

(ii)Voted against the resolution:

 

Particulars of Postal Ballot Voting Number of members voted Number of votes cast by them % of total number of valid votes cast
Physical 202 98,901 0.00
E-voting 353 62,606,780 1.75
TOTAL 555 62,705,681 1.75

 

(iii)Invalid votes:

 

Particulars of Postal Ballot Voting Total number of members whose votes were declared invalid Total number of votes cast by them
Physical 244 125315
E-voting Nil Nil
TOTAL 244 125315

 

 

C. ITEM NO.3: ORDINARY RESOLUTION

 

Appointment of Ms. Vishakha Mulye as a Director.

 

(i)Voted in favour of the resolution:

 

Particulars of Postal Ballot Voting Number of members voted Number of votes cast by them % of total number of valid votes cast
Physical 2826 4,048,924 0.11
E-voting 4048 3,546,634,178 98.44
TOTAL 6874 3,550,683,102 98.55

 

(ii)Voted against the resolution:

 

Particulars of Postal Ballot Voting Number of members voted Number of votes cast by them % of total number of valid votes cast
Physical 117 112,816 0.01
E-voting 259 51,956,999 1.44
TOTAL 376 52,069,815 1.45

 

(iii)Invalid votes:

 

Particulars of Postal Ballot Voting Total number of members whose votes were declared invalid Total number of votes cast by them
Physical 228 123401
E-voting Nil Nil
TOTAL 228 123401

 

 

D. ITEM NO.4: ORDINARY RESOLUTION

 

Appointment of Ms. Vishakha Mulye as a Wholetime Director (designated as Executive Director).

 

(i)Voted in favour of the resolution:

 

Particulars of Postal Ballot Voting Number of members voted Number of votes cast by them % of total number of valid votes cast
Physical 2765 4,036,569 0.11
E-voting 3984 3,532,102,367 98.56
TOTAL 6749 3,536,138,936 98.68

 

(ii)Voted against the resolution:

 

Particulars of Postal Ballot Voting Number of members voted Number of votes cast by them % of total number of valid votes cast
Physical 151 116,636 0.00
E-voting 313 47,286,502 1.32
TOTAL 464 47403138 1.32

 

(iii)Invalid votes:

 

Particulars of Postal Ballot Voting Total number of members whose votes were declared invalid Total number of votes cast by them
Physical 255 133116
E-voting Nil Nil
TOTAL 255 133116

 

 

E. ITEM NO.5: SPECIAL RESOLUTION

 

Amendment to the Employees Stock Option Scheme

 

(i)Voted in favour of the resolution:

 

Particulars of Postal Ballot Voting Number of members voted Number of votes cast by them % of total number of valid votes cast
Physical 2619 3,928,995 0.11
E-voting 3756 3,453,529,228 95.86
TOTAL 6375 3,457,458,223 95.97

 

(ii)Voted against the resolution:

 

Particulars of Postal Ballot Voting Number of members voted Number of votes cast by them % of total number of valid votes cast
Physical 221 166,830 0.00
E-voting 592 145,065,513 4.03
TOTAL 813 145,232,343 4.03

 

(iii)Invalid votes:

 

Particulars of Postal Ballot Voting Total number of members whose votes were declared invalid Total number of votes cast by them
Physical 331 188,617
E-voting Nil Nil
TOTAL 331 188,617

 

Based on the foregoing, all the above Resolutions were passed with requisite majority.

 

The relevant records relating to the electronic voting alongwith the physical postal ballot forms shall remain in my safe custody and will be handed over to the Company Secretary for preserving safely after the consideration of results and the Chairman approves and signs the Minutes.

 

/s/ Alwyn D’souza

 

 

Alwyn D’souza

F.C.S No.5559,

Certificate of Practice No.5137

Practising Company Secretary

 

Mumbai dated 25th April, 2016

 

 

We the undersigned witnesseth that the votes were unblocked from the e-voting website of the National Securities Depository Limited (htpp//www.evoting.nsdl.com) in our presence at 5.14 P.M. on April 22, 2016 at the office of the Scrutinizer at B-002, Gr. Floor, Shreepati-2, Royal Complex, Behind Olympia Tower, Mira Road (E), Thane-401107.

 

 

/s/ Binod Singh

 

 

Mr.Binod Singh

1/402, Beena Kumari Co.op Hsg Soc. Nr. C D Garden, M P Road, Mulund East, Mumbai 400081

 

 

/s/ Jelphine Angel

 

 

Ms. Jelphine Angel

A-102, Suyash CHS Ltd, Damodar Nagar, Virar West 401 303

 

 

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorised.

 

 

 

  For ICICI Bank Limited
   
Date:     April 25, 2016 By:  /s/ P. Sanker
    Name:   P. Sanker
    Title:  Senior General Manager (Legal) & Company Secretary