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 June, 2017
Commission File Number: 001-15002
ICICI Bank Limited
(Translation of registrant’s name into English)
CIN-L65190GJ1994PLC021012
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 alongwith the Scrutinizer’s report
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) | Ordinary Resolution for Increase in Authorised Share Capital and consequential alteration to the Capital Clause of Memorandum of Association. |
| 2) | Special Resolution for Alteration of Articles of Association. |
| 3) | Ordinary Resolution for Issue of Bonus Shares. |
| 4) | Special Resolution for Amendment of the Employee Stock Option Scheme. |
The last date for receipt of physical postal
ballot forms and for e-voting was
June 12, 2017.
Mr. Alwyn D’Souza, Practicing Company Secretary, who was appointed as the scrutinizer for the postal ballot process, has submitted his report on the same dated June 13, 2017. Based on the report, we confirm that all the resolutions as contained in the postal ballot notice dated May 5, 2017 were approved by requisite majority of shareholders. As stipulated under Regulation 44 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 we enclose the voting results alongwith the scrutinizer’s report, as sent to the Indian stock exchanges.
|
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: ICICI Bank Tower, Near Chakli Circle, Old Padra Road Vadodara 390007. India |
Item 2
| Date of the Postal Ballot | Postal Ballot Notice dated May 5, 2017 |
| Total number of shareholders on record date (May 5, 2017) | 927,589 |
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 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 - Increase in the Authorised Share Capital and consequential alteration to the Capital Clause of Memorandum of Association
| Resolution required : | Ordinary |
| 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 | - | 3,903,529,290 | 73.92 | 3,888,719,431 | 14,809,859 | 99.62 | 0.38 |
| Poll | - | - | - | - | - | - | - | |
| Postal Ballot (if applicable) | - | - | - | - | - | - | - | |
| Total | 5,281,052,829 | 3,903,529,290 | 73.92 | 3,888,719,431 | 14,809,859 | 99.62 | 0.38 | |
| Public-Others | E-Voting | - | 20,139,103 | 3.70 | 20,070,556 | 68,547 | 99.66 | 0.34 |
| Poll | - | - | - | - | - | - | - | |
| Postal Ballot (if applicable) | - | 1,944,373 | 0.36 | 1,933,649 | 10,724 | 99.45 | 0.55 | |
| Total | 544,639,626 | 22,083,476 | 4.05 | 22,004,205 | 79,271 | 99.64 | 0.36 | |
| Total | 5,825,692,455 | 3,925,612,766 | 67.38 | 3,910,723,636 | 14,889,130 | 99.62 | 0.38 |
Item No.2 - Alteration of Articles of Association
| 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 | - | 3,903,529,290 | 73.92 | 3,902,012,249 | 1,517,041.00 | 99.96 | 0.04 |
| Poll | - | - | - | - | - | - | - | |
| Postal Ballot (if applicable) | - | - | - | - | - | - | - | |
| Total | 5,281,052,829 | 3,903,529,290 | 73.92 | 3,902,012,249 | 1,517,041.00 | 99.96 | 0.04 | |
| Public-Others | E-Voting | - | 20,127,789 | 3.70 | 20,025,483 | 102,306 | 99.49 | 0.51 |
| Poll | - | - | - | - | - | - | - | |
| Postal Ballot (if applicable) | - | 1,906,486 | 0.35 | 1,889,016 | 17,470 | 99.08 | 0.92 | |
| Total | 544,639,626 | 22,034,275 | 4.05 | 21,914,499 | 119,776 | 99.46 | 0.54 | |
| Total | 5,825,692,455 | 3,925,563,565 | 67.38 | 3,923,926,748 | 1,636,817 | 99.96 | 0.04 |
Item No.3 - Issue of Bonus Shares
| 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 | - | 3,903,529,290 | 73.92 | 3,888,719,431 | 14,809,859 | 99.62 | 0.38 |
| Poll | - | - | - | - | - | - | ||
| Postal Ballot (if applicable) | - | - | - | - | - | - | ||
| Total | 5,281,052,829 | 3,903,529,290 | 73.92 | 3,888,719,431 | 14,809,859 | 99.62 | 0.38 | |
| Public-Others | E-Voting | - | 20,342,365 | 3.74 | 20,321,578 | 20,787 | 99.90 | 0.10 |
| Poll | - | - | - | - | - | - | - | |
| Postal Ballot (if applicable) | - | 1,943,485 | 0.36 | 1,935,732 | 7,753 | 99.60 | 0.40 | |
| Total | 544,639,626 | 22,285,850 | 4.09 | 22,257,310 | 28,540 | 99.87 | 0.13 | |
| Total | 5,825,692,455 | 3,925,815,140 | 67.39 | 3,910,976,741 | 14,838,399 | 99.62 | 0.38 |
Item No.4 - Amendment of the 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 | - | 3,903,086,842 | 73.91 | 3,806,385,465 | 96,701,377 | 97.52 | 2.48 |
| Poll | - | - | - | - | - | - | - | |
| Postal Ballot (if applicable) | - | - | - | - | - | - | ||
| Total | 5,281,052,829 | 3,903,086,842 | 73.91 | 3,806,385,465 | 96,701,377 | 97.52 | 2.48 | |
| Public-Others | E-Voting | - | 20,187,017 | 3.71 | 19,752,207 | 434,810 | 97.85 | 2.15 |
| Poll | - | - | - | - | - | - | - | |
| Postal Ballot (if applicable) | - | 1,842,155 | 0.34 | 1,777,055 | 65,100 | 96.47 | 3.53 | |
| Total | 544,639,626 | 22,029,172 | 4.04 | 21,529,262 | 499,910 | 97.73 | 2.27 | |
| Total | 5,825,692,455 | 3,925,116,014 | 67.38 | 3,827,914,727 | 97,201,287 | 97.52 | 2.48 |
Percentage figures have been rounded off to the 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 15% 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 1,473,214,334 equity shares and which formed 25.29% of the total equity shares (5,825,692,455 equity shares) as on the record date i.e. May 5, 2017 was reckoned only to the extent of 873,853,868 equity shares i.e. 15% of the total equity shares for the purpose of electronic voting. Hence in the coloumn pertaining to number of shares held, the actual number of shares held by DTBCA i.e. 1,473,214,334 equity shares is included and in the number of votes polled, only 15% of the total number of equity shares i.e. 873,853,868 equity shares are reckoned.
Item 3
ALWYN D’SOUZA
Alwyn D’souza & Co.
Company Secretaries
Annex-103, Dimple Arcade, Asha Nagar, Kandivli (E), Mumbai 400101.
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
Mumbai dated June 13, 2017
To,
The Chairman
Board of Directors
ICICI Bank Limited
ICICI Bank Tower, Near Chakli Circle,
Old Padra Road, Vadodara 390 007.
Dear Sir,
We are submitting herewith the Scrutinizers Report in-respect of Postal Ballot conducted pursuant to Notice of Postal Ballot dated May 5, 2017.
Thanking you
Yours faithfully
/s/ Alwyn D’souza
Alwyn D’souza
F.C.S No.5559,
Certificate of Practice No.5137
Practising Company Secretary
ICICI BANK LIMITED
Registered Office: ICICI Bank Tower, Near Chakli Circle, Old Padra Road, 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
ICICI Bank Tower, Near Chakli Circle,
Old Padra Road, 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 May 5, 2017.
| 1. | Ordinary Resolution for Increase in Authorised Share Capital and consequential alteration to the Capital Clause of Memorandum of Association. |
| 2. | Special Resolution for Alteration of Articles of Association. |
| 3. | Ordinary Resolution for Issue of Bonus Shares. |
| 4. | Special Resolution for Amendment of the Employee Stock Option Scheme. |
I have carried out the work as Scrutinizer from the close of working hours on June 12, 2017 to June 13, 2017.
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 May 5, 2017 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 Monday, June 12, 2017 and reports provided by Registrar and Transfer Agents (RTA) ie., 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 May 5, 2017 (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 May 11, 2017. |
| 2. | The postal ballot voting process/e-voting period commenced on Saturday, May 13, 2017 (9:00 a.m. IST) and ended on Monday, June 12, 2017 (5:00 p.m. IST) |
| 3. | After the time fixed for closing of the e-voting i.e, 5.00 p.m IST on Monday, June 12, 2017 the votes were unblocked at 5.04 P.M IST in the presence of two witnesses on the e-voting website of the National Securities Depository Limited (https://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, Monday, June 12, 2017 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 May 5, 2017 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 15% 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 1,473,214,334 equity shares and which formed 25.29% of the total equity shares (5,825,692,455 equity shares) as on the record date i.e. May 5, 2017 was reckoned only to the extent of 873,853,868 equity shares i.e. 15% 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 May 5, 2017 through postal ballot are as under.
RESOLUTION NO. 1 AS AN ORDINARY RESOLUTION
Increase in Authorised Share Capital and consequential alteration to the Capital Clause of Memorandum of Association.
| (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 | 3,332 | 19,33,649 | - |
| E-voting | 6,086 | 390,87,89,987 | - |
| TOTAL | 9,418 | 391,07,23,636 | 99.62 |
| (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 | 45 | 10,724 | - |
| E-voting | 172 | 1,48,78,406 | - |
| TOTAL | 217 | 1,48,89,130 | 0.38 |
| (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 | 112 | 61,080 |
| E-voting | Nil | Nil |
| TOTAL | 112 | 61,080 |
Percentage of votes cast in favour: 99.62
Percentage of votes cast against : 0.38
RESOLUTION NO. 2 AS A SPECIAL RESOLUTION
Alteration of Articles of Association.
| (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 | 3,243 | 18,89,016 | - |
| E-voting | 5,996 | 392,20,37,732 | - |
| TOTAL | 9,239 | 392,39,26,748 | 99.96 |
| (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 | 61 | 17,470 | - |
| E-voting | 227 | 16,19,347 | - |
| TOTAL | 288 | 16,36,817 | 0.04 |
| (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 | 185 | 98,459 |
| E-voting | Nil | Nil |
| TOTAL | 185 | 98,459 |
Percentage of votes cast in favour: 99.96
Percentage of votes cast against : 0.04
RESOLUTION NO. 3 AS AN ORDINARY RESOLUTION
Issue of Bonus Shares.
| (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 | 3,354 | 19,35,732 | - |
| E-voting | 6,295 | 390,90,41,009 | - |
| TOTAL | 9,649 | 391,09,76,741 | 99.62 |
| (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 | 29 | 7,753 | - |
| E-voting | 102 | 1,48,30,646 | - |
| TOTAL | 131 | 1,48,38,399 | 0.38 |
| (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 | 106 | 60,673 |
| E-voting | Nil | Nil |
| TOTAL | 106 | 60,673 |
Percentage of votes cast in favour: 99.62
Percentage of votes cast against : 0.38
RESOLUTION NO. 4 AS A SPECIAL RESOLUTION
Amendment of the Employee 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 | 3,058 | 17,77,055 | - |
| E-voting | 5,524 | 382,61,37,672 | - |
| TOTAL | 8,582 | 382,79,14,727 | 97.52 |
| (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 | 183 | 65,100 | - |
| E-voting | 760 | 9,71,36,187 | - |
| TOTAL | 943 | 9,72,01,287 | 2.48 |
| (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 | 248 | 1,57,285 |
| E-voting | Nil | Nil |
| TOTAL | 248 | 1,57,285 |
Percentage of votes cast in favour: 97.52
Percentage of votes cast against : 2.48
Based on the foregoing, all the above Resolutions 1 to 4 as also mentioned in the Postal Ballot notice dated May 5, 2017 were passed with requisite majority.
All the relevant records of e-Voting alongwith the physical postal ballot forms will remain in my safe custody until the Chairman considers, approves and signs the Postal ballot Minutes and the same shall be handed over thereafter to the Chairman or the Company Secretary for safe keeping.
| /s/ Alwyn D’souza |
Alwyn D’souza
F.C.S No.5559,
Certificate of Practice No.5137
Practising Company Secretary
Mumbai dated June 13, 2017
We the undersigned witnesseth that the votes were unblocked from the e-voting website of the National Securities Depository Limited (https://www.evoting.nsdl.com) in our presence at 5.04 P.M. on June 12, 2017 at the office of the Scrutinizer at B-002, Gr. Floor, Shreepati-2, Royal Complex, Behind Olympia Tower, Mira Road (E), Thane-401107.
| /s/ Krishnakant Adagale | |
| Mr.Krishnakant Adagale | |
| Row House No.18, Mansi Row House CHS Ltd | |
| Mira Road East, Thane 401107 | |
| /s/ Resheal D’Souza | |
| Ms. Resheal D’Souza | |
| 103, New Cosy Nook, I C Colony, | |
| Borivali West, Mumbai 400 103 | |
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: | June 13, 2017 | By: | /s/ Shanthi Venkatesan | |
| Name : | Ms. Shanthi Venkatesan | |||
| Title : | Deputy General Manager | |||