United States
Securities and Exchange Commission
Washington, D.C. 20549
FORM 6-K
Report of Foreign Issuer
Pursuant to Rule 13a-16 or 15d-16 under
the Securities Exchange Act of 1934
For the month of May 2002
ICICI Bank Limited
(Translation of registrant's name into English)
4th floor, South Tower
ICICI 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
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Indicate by check mark whether the registrant by furnishing the information con-
tained in this Form is also thereby furnishing the information to the Commision
Commission pursuant to Rule 12g 3-2(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.
INDEX TO EXHIBITS
Item
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1. Circular to the shareholders of the Bank
SIGNATURES
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 authorized.
Dated: May 13, 2002
ICICI Bank Limited
By: /s/ Nilesh Trivedi
-----------------------------------
Name: Nilesh Trivedi
Title: Assistant Company Secretary
May 4, 2002
To the Members:
Disclosure under Section 302 of the Companies Act, 1956
Services Limited and ICICI Personal Financial The terms of the appointment, tenure and
Services Limited with ICICI Bank Limited has revision in remuneration of each of the
received the approvals of the High Courts at abovementioned wholetime Director are
Mumbai and Ahmedabad and Reserve Bank of detailed below:
India. The Effective Date of the merger (as
defined in the Scheme of Amalgamation) is May Salary and Tenure
3, 2002, the Appointed Date being March 30,
2002. The existing and proposed range of salary and
the tenure are given below:
The Bank has now become the second-largest
bank in India in terms of total assets, with Salary per
diverse and complex business operations, Name and Designation Salary per months(Rs.) Tenure upto
comprising project finance, corporate and ----------------------------------------------------------------
retail banking and international business Existing Ptoposed
operations. The Board, therefore, felt that ----------------------------------------------------------------
given the business imperatives, it would be Mr. K.V. Kamath, 200,000 - 400,000 - April 30, 2006
necessary to have 7 wholetime Directors and Managing Director & CEO 400,000 650,000
hence the wholetime Directors of erstwhile ----------------------------------------------------------------
ICICI and the Bank be continued in the merged Mr. H.N. Sinar 150,000- 200,000- May 31, 2003
entity. A key consideration in determining Joint Managing Director 300,000 400,000
the proposed management structure is the need ----------------------------------------------------------------
for sufficient management resources to meet Ms. Lalita D. Gupta, 160,000- 200,000- June 23, 2004
the challenges of integrating the operations Joint Managing Director 320,000 400,000
of the two entities and ensuring a smooth ----------------------------------------------------------------
transition of ICICI's organisational set-up Ms. Kalpana Morparia, 160,000- 200,000- April 30, 2006
into the banking entity. In addition to Executive Director 320,ooo 400,000
focussed attention on various business ----------------------------------------------------------------
segments at the highest levels of the Mr. S. Mukherji, 160,000- 200,000- April 30, 2006
executive management, the diverse operations Executive Director 320,000 400,000
would require a high level of support from ----------------------------------------------------------------
the corporate centre. Chanda D. Kochhar, 150,000- 150,000- March 31, 2006
Executive Director 300,000 400,000
Your Board of Directors, therefore, at its ----------------------------------------------------------------
Meeting held on April 26, 2002 has appointed Dr. Machikot Mar, 150,000- 150,000-
Mr. K.V. Kamath, as Managing Director & CEO Executive Director 300,000 400,000
and Ms. Lalita D. Gupte as Joint Managing ----------------------------------------------------------------
Director, for the period from the Effective
Date till the dates on which their respective absolute discretion and from time to time,
terms as wholetime Directors of erstwhile fix, within the above ranges, the salary
ICICI would have expired. payable to the wholetime Directors.
Your Board has also appointed Ms. Kalpana Perquisites
Morparia and Mr. S. Mukherji as Additional
Directors and decided to appoint them as Perquisites (evaluated as per Income-Tax
Executive Directors for the period from the Rules, wherever applicable, and at actual
Effective Date till the dates on which their cost to ICICI Bank in other cases) like the
respective terms as wholetime Directors of benefit of ICICI Bank's furnished
erstwhile ICICI would have expired. accommodation, gas, electricity, water and
furnishings, club fees, personal insurance,
Further, your Board of Directors has decided use of car and telephone at residence or
to re-designate Mr. H. N. Sinor as Joint reimbursement of expenses in lieu thereof,
Managing Director and to revise his payment of income-tax on perquisites by ICICI
remuneration and also the remuneration of the Bank to the extent permissible under the
current Executive Directors viz., Ms. Chanda Income-tax Act, 1961 and Rules framed
D. Kochhar and Dr. Nachiket Mor from the thereunder; medical reimbursement, leave and
Effective Date till the dates on which their leave travel concession, education benefits,
respective terms as wholetime Directors of provident fund, superannuation fund, gratuity
ICICI Bank would have expired. and other retirement benefits, in accordance
with the scheme(s) and rule(s) applicable to
ICICI Bank Limited the members of the staff from time to time,
Registered Office: Corporate Office: for the aforesaid benefits.
Landmark, ICICI Bank Towers,
Race Course Circle, Bandra-Kurla Complex In case bank-owned accommodation is not provided,
VADODARA 390 007 Mumbai - 400 051. each of the wholetime Directors shall
be eligible for house rent allowance of Ms. Lalita D. Gupte, Ms. Kalpana Morparia and
Rs.50,000/- per month and maintenance of Mr. S. Mukherji will also not be liable to
accommodation including furniture, fixtures retire by rotation. However, in order to
and furnishings, as may be provided by ICICI comply with the provisions of the Companies
Bank. Act, 1956, and the Articles of Association,
it is proposed that Ms. Lalita D. Gupte (who
Bonus is currently a rotational Director on the
Board of the Bank) and Ms. Kalpana Morparia
An amount up to 100% of annual salary, as may shall be liable to retire by rotation, if at
be determined by the Board or any Committee any time the number of non-rotational
thereof, based on achievement of such Directors exceeds one-third of the total
performance parameters as may be laid down by number of Directors. If Ms. Lalita D. Gupte
the Board or any Committee thereof. and Ms. Kalpana Morparia are re- appointed as
Directors immediately on retirement by
Others rotation, they shall continue to hold their
offices of Joint Managing Director and
In the event of absence or inadequacy of net Executive Director, respectively, and the
profit in any financial year, the retirement by rotation and re-appointment
remuneration payable to the wholetime shall not be deemed to constitute a break in
Directors shall be governed by Section II of their appointment.
Part II of Schedule XIII of the Companies
Act, 1956, or any modification(s) thereto. The remuneration are within the limits
prescribed by the applicable provisions of
The above appointments of additional and the Companies Act, 1956.
wholetime Directors will be effective from
the Effective Date i.e. May 3, 2002, and Memorandum of Interest of Directors
shall be subject to the applicable provisions
of the Banking Regulation Act, 1949, the None of the Directors of your Bank, except
Companies Act, 1956 and the Articles of Mr. K. V. Kamath, Ms. Lalita D. Gupte, Mr.
Association of the Bank and approval of H.N. Sinor, Ms. Kalpana Morparia, Mr. S.
Reserve Bank of India. Further, the Mukherji, Ms. Chanda D. Kochhar and Dr.
appointment and remuneration of the wholetime Nachiket Mor, are interested in respect of
Directors shall also be subject to the the appointments and revision in
approval of Members at the forthcoming Annual remuneration.
General Meeting.
Copies of the Resolutions passed by the Board
The three existing wholetime Directors of the at its Meeting held on April 26, 2002 in
Bank viz., Mr. H. N. Sinor, Ms. Chanda D. respect of the above, may be inspected at the
Kochhar and Dr. Nachiket Mor are not liable Registered/Corporate Office of your Bank
to retire by rotation. Mr. K. V. Kamath, between 10.30 a.m. and 12.30 p.m. on all
working days except Saturday.
By Order of the Board
/s/ Jyotin Mehta
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Jyotin Mehta
Company Secretary