FORM NO. MGT-7 [Pursuant to sub-Section(1) of section 92 of the Companies Act, 2013 and sub-rule (1) of Annual Return rule 11of the Companies (Management and Administration) Rules, 2014] I. REGISTRATION AND OTHER DETAIL (i) Corporate Identification Number (CIN) of the Company : Global Location Number (GLN) of the Company : Permanent Account Number (PAN) of the Company : (ii) (a) Name of Company : (b) Registered Office address: ICICI Bank Tower, Near Chakli Circle, Old Padra Road, Vadodara, Gujarat – 390007 (c) E-mail ID of the Company : (d) Telephone number with STD code : (e) Website : (iii) Date of Incorporation : (iv) (v) Whether the Company is having share capital: Yes (vi) Whether shares listed on recognised Stock Exchange: Yes (a) Details of stock exchanges where shares are listed L65190GJ1994PLC021012 AAACI1195H ICICI BANK LIMITED [email protected]02656722239 www.icicibank.com 05/01/1994 Type of the Company Category of the Company Sub-category of the Company Public Company Company Limited by Shares Indian Non-Government Company S. No. Stock Exchange Name Code 1 BSE Ltd and National Stock Exchange of India Ltd 1025
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FORM NO. MGT-7 [Pursuant to sub-Section(1) of section 92 of
the Companies Act, 2013 and sub-rule (1) of Annual Return
rule 11of the Companies (Management and Administration) Rules, 2014]
I. REGISTRATION AND OTHER DETAIL
(i) Corporate Identification Number (CIN) of the Company :
Global Location Number (GLN) of the Company :
Permanent Account Number (PAN) of the Company :
(ii) (a) Name of Company :
(b) Registered Office address:
ICICI Bank Tower, Near Chakli Circle, Old Padra Road, Vadodara, Gujarat – 390007
(c) E-mail ID of the Company :
(d) Telephone number with STD code :
(e) Website :
(iii) Date of Incorporation :
(iv)
(v) Whether the Company is having share capital: Yes
(vi) Whether shares listed on recognised Stock Exchange: Yes
(a) Details of stock exchanges where shares are listed
Type of the Company Category of the Company Sub-category of the Company
Public Company Company Limited by Shares Indian Non-Government Company
S. No. Stock Exchange Name Code 1 BSE Ltd and National Stock Exchange of India Ltd 1025
(b) CIN of the Registrar and Transfer Agent :
Name of the Registrar and Transfer Agent
Registered office address of the Registrar and Transfer Agents
(vii) Financial Year From date 01/04/2018 To date (viii) Whether Annual General Meeting held:
(a) If yes, date of AGM
(b) Due date of AGM: (c) Whether any extension for AGM granted:
II PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY
Number of business activities:
Note: The Bank is a publicly held banking company engaged in providing a wide range of banking and financial services including retail banking, corporate banking and treasury operations.
L67120MH1993PLC074411
3I INFOTECH LIMITED
Tower # 5, International Infotech Park, Vashi Station Complex, Navi Mumbai, Maharashtra 400703
31/03/2019
No
Scheduled to be held on 09/08/2019
31/08/2019
No
1
Sr. No.
Main Activity Group Code
Description of Main activity Group
Business Activity Code
Description of Business Activity
% of turnoverof the Company
1 K Financial and Insurance Service
K1 Banking activities by Central, Commercial and Saving banks
100
III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES (INCLUDING JOINT VENTURES) Number of Companies for which information is to be given:
24
Sr. No.
Name of the Company CIN/FCRN Holding subsidiary/Associate/ Joint Venture
% of shares Held
1 ICICI Bank Canada Subsidiary 100% 2 ICICI Bank UK Plc Subsidiary 100% 3 ICICI Home Finance Company
Limited U65922MH1999PLC120106 Subsidiary 100%
4 ICICI International Limited Subsidiary 100% 5 ICICI Investment Management
Company Limited U65990MH2000PLC124773 Subsidiary 100%
6 ICICI Lombard General Insurance Company Limited
L67200MH2000PLC129408 Subsidiary 55.87%
7 ICICI Prudential Asset Management Company Limited
U99999DL1993PLC054135 Subsidiary 51%
8 ICICI Prudential Life Insurance Company Limited
L66010MH2000PLC127837 Subsidiary 52.87%
9 ICICI Prudential Pension Funds Management Company Limited
Note: The Corporate Identity Number has been mentioned for Indian Subsidiaries /Associate Companies. The Companies as mentioned against Sr. No. 22-24 above are not considered as Associates in the financial statements, in accordance with the provisions of AS-23 on ‘Accounting for Investments in Associates in Consolidated Financial Statements’.
IV. SHARE CAPITAL, DEBENTURE AND OTHER SECURITIES OF THE COMPANY
(i) SHARE CAPITAL
(a) Equity Share Capital
16 ICICI Venture Funds Management Company Limited
U72200MH1989PLC166901 Subsidiary 100%
17 Arteria Technologies Private Limited
U72900KA2007PTC041911 Associate 19.98%
18 India Infradebt Limited U65923MH2012PLC237365 Associate 42.33%19 ICICI Merchant Services
(v) Securities (other than shares and debentures): Type of Securities
Number of Securities
Nominal Value of each Unit
Total Nominal Value
Paid-up Value of each Unit
Total Paid-up Value
- - - - - - Total - - - - -
V. Turnover and Net Worth of the Company (as defined in the Companies Act, 2013)
(i) Turnover:
(ii) Net worth of the Company:
VI. (a) SHAREHOLDING PATTERN - Promoters
Sr. No.
Category Equity Preference
Number ofshares
Percentage Number of Shares
Percentage
1. Individual/Hindu Undivided Family (i) Indian - - - - (ii) Non-Resident Indian (NRI) - - - - (iii) Foreign National (other than NRI) - - - - 2. Government (i) Central Government - - - - (ii) State Government - - - - (iii) Government
(b) SHAREHOLDING PATTERN- Public/ Other than promoters
Sr. No.
Category Equity Preference
Number of Shares
Percentage Number of shares
Percentage
1. Individual/Hindu Undivided Family
(i) Indian 367,201,679 5.70% - - (ii) Non-Resident Indian (NRI) 20,133,984 0.31% - - (iii) Foreign National (other than NRI) 63,090 0.00% - - 2. Government (i) Central Government - - - - (ii) State Government - - - - (iii) Government
(iii) Government 0 1 0 1 0 0 (iv) Small Share Holders
0 0 0 0 0 0
(v) Others 0 0 0 0 0 0 Total 5 7 4 10 0 0.03%
1,215
Number of Directors and Key Managerial Personnel (who is not director) as on financial year end date:
(B) (i) Details of Directors and Key Managerial Personnel as on the closure of financial year.
Name DIN/PAN Designation Number of equity share(s) held
Date of cessation (after closure of financial year: If any)
G. C. Chaturvedi 00110996 Director 0 Rama Bijapurkar 00001835 Additional Director 2600 Uday Chitale 00043268 Director 0 Dileep Choksi 00016322 Director 2750 01/04/2019 Neelam Dhawan 00871445 Director 0 Hari L. Mundra 00287029 Additional Director 0 Radhakrishnan Nair 07225354 Director 0 V. K. Sharma 02449088 Director 0 01/04/2019 B. Sriram 02993708 Additional Director 0 Lalit Kumar Chandel 00182667 Nominee Director 6 Sandeep Bakhshi 00109206 Managing Director 524,505 Vishakha Mulye 00203578 Whole-time Director 1,037,487 Vijay Chandok 01545262 Whole-time Director 0 07/05/2019 Anup Bagchi 00105962 Whole-time Director 0 Ranganath Athreya AEQPA7042C Company Secretary 110 Rakesh Jha AAHPJ5749E CFO 78,850
(ii) Particulars of change in director(s) and Key Managerial Personnel during the
year:
Name DIN/PAN Designation at the beginning / during the financial year
Date of appointment/ change in designation/ cessation
Nature of change (Appointment/ Change in designation/ Cessation)
Amit Agrawal 07117013 Nominee Director 05/04/2018 Cessation
Lok Ranjan 07791967 Nominee Director 05/04/2018 Appointment
Radhakrishnan Nair 07225354 Additional Director 02/05/2018 Appointment
Tushaar Shah 03055738 Director 03/05/2018 Cessation
M. D. Mallya 01804955 Additional Director 29/05/2018 Appointment
N. S. Kannan 00066009 Director 19/06/2018 Cessation
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25
M. K. Sharma 00327684 Director 01/07/2018 Cessation
G. C. Chaturvedi 00110996 Additional Director 01/07/2018 Appointment
Sandeep Bakhshi 00109206 Additional Director 31/07/2018 Appointment
Neelam Dhawan 00871445 Director 12/09/2018 Change in Designation
Uday Chitale 00043268 Director 12/09/2018 Change in Designation
Radhakrishnan Nair 07225354 Director 12/09/2018 Change in Designation
M. D. Mallya 01804955 Director 12/09/2018 Change in Designation
G. C. Chaturvedi 00110996 Director 12/09/2018 Change in Designation
Sandeep Bakhshi 00109206 Whole-time director 12/09/2018 Change in Designation
M. D. Mallya 01804955 Director 05/10/2018 Cessation
Chanda Kochhar 00043617 Managing Director 04/10/2018 Cessation
Sandeep Bakhshi 00109206 Managing Director 15/10/2018 Change in Designation
Hari L. Mundra 00287029 Additional director 26/10/2018 Appointment
Lok Ranjan 07791967 Nominee Director 04/12/2018 Cessation
Lalit Kumar Chandel 00182667 Nominee Director 04/12/2018 Appointment
Rama Bijapurkar 00001835 Additional Director 14/01/2019 Appointment
B. Sriram 02993708 Additional Director 14/01/2019 Appointment
P. Sanker AAEPP2425Q Company Secretary 27/07/2018 Cessation
Ranganath Athreya AEQPA7042C Company Secretary 28/07/2018 Appointment
IX. MEETINGS OF MEMBERS/CLASS OF MEMBERS/BOARD/ COMMITTEES OF THE BOARD OF DIRECTORS
A. MEMBERS/CLASS/REQUISTIONED/NCLT/COURTCONVENED MEETINGS
Number of Meetings held : 1
Type of Meeting
Date of Meeting
Total Number of Members entitled to attend the Meeting
Attendance Number of members attended
% of Total shareholding
Annual General Meeting
12/09/2018 8,53,761 660 0.27%
B. BOARD MEETINGS Number of Meetings Held: 18
Sr. No.
Date of Meeting Total Number of Directors associated as on the date of meeting
Managing Director & CEO is the Chairman of this Committee and any two independent Directors comprise the remaining members. Two Meetings of the Committee were held during the year. The Meeting held on January 30, 2019 was attended by Sandeep Bakhshi, Uday Chitale and Radhakrishnan Nair and the Meeting held on March 19, 2019 was attended by Sandeep Bakhshi, Uday Chitale and Neelam Dhawan.
92
D. Attendance of Directors
Sr. No
Name of the director
Board Meetings Committee Meetings Whether attended AGM held on 09/08/2019 Yes/No/NA
No. of Meetings which director was entitled to attend
No. of Meetings attended
% ofattendance
No. ofMeetings which director was entitled to attend
No.of Meetings attended
% of attendance
1 G. C. Chaturvedi 7 7 100 6 6 100% AGM is yet to be held
Total 89,256,201 - 19,712,255 - 108,968,456 Note: The amount mentioned under Stock Option is the perquisite on stock options exercised in fiscal 2019.
6
3
Number of other directors whose remuneration details to be entered : (Amount in Rs.)
Sr. No.
Name Designation GrossSalary
Commission Stock Option/ Sweat Equity
Others TotalAmount
1 G. C. Chaturvedi Independent Director
- - - 3,574,465 3,574,465
2 M. K. Sharma Independent Director
- - - 5,933,334 5,933,334
3 Rama Bijapurkar Independent Director
- - - 350,000 350,000
4 Uday Chitale Independent Director
- 202,740 - 4,450,000 4,652,740
5 Dileep Choksi Independent Director
- 1,000,000 - 4,650,000 5,650,000
6 Neelam Dhawan Independent Director
- 216,438 - 2,650,000 2,866,438
7 Radhakrishnan Nair Independent Director
- - - 4,800,000 4,800,000
8 Hari L. Mundra Independent Director
- - - 700,000 700,000
9 V. K. Sharma Independent Director
- 1,000,000 - 1,300,000 2,300,000
10 B. Sriram Independent Director
- - - 450,000 450,000
11 Tushaar Shah Independent Director
- 1,000,000 - 200,000 1,200,000
12 M. D. Mallya Independent Director
- - - - -
13 Amit Agrawal Nominee Director
- - - - -
14 Lok Ranjan Nominee Director
- - - - -
15
Lalit Kumar Chandel Nominee Director
- - - - -
Total - 3,419,178 - 29,057,799 32,476,977
Notes: 1. Commission pertaining to fiscal 2018, paid in fiscal 2019. 2. In addition to Sitting fees, the amount mentioned under Others include a gross amount of Rs. 24,74,465 paid as
remuneration for the period July 17, 2018 to March 31, 2019 to G. C. Chaturvedi and a gross amount of Rs. 40,83,334 paid as remuneration for the period May 1, 2017 to June 30, 2018 to M. K. Sharma.
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XI. MATTERS RELATED TO CERTIFICATION OF COMPLIANCES AND DISCLOSURES
A. Whether the Company has made compliances and disclosure in respect of applicable provisions of the Companies Act, 2013 during the year: Yes
B. If No, give reasons/observations - Not Applicable
XII. PENALTY AND PUNISHMENT- DETAILS THEREOF (A) Details of penalties/punishment imposed on Company/ Directors /Officers: Nil (B) Details of Compounding of offences: Nil
XIII. WHETHER COMPLETE LIST OF SHAREHOLDERS, DEBENTURE HOLDERS HAS BEEN
ENCLOSED AS AN ATTACHEMENT: The list of shareholders and debenture holders will be submitted with the Ministry of Corporate Affairs.
XIV. COMPLIANCE OF SUB-SECTION (2) OF SECTION 92, INCASE OF LISTED COMPANIES
In case of a listed company or company having paid up share capital of Ten Crore rupees or more or turnover of Fifty Crore rupees or more, details of Company Secretary in whole time practice certifying the annual return in Form MGT-8: Form MGT-8 will be obtained from the Company Secretary in Practice for FY 2018 - 19.