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 May 2009
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.
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Form
20-F X
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Form
40-F
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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):
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Yes
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No X
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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):
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Yes
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No X
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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:
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Yes
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No X
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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
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Item
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1.
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Disclosure
under Section 302 of the Companies Act,
1956
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To the
Members :
Disclosure
under Section 302 of the Companies Act, 1956
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I.
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The
Board of Directors of ICICI Bank Limited (ICICI Bank/ the Bank) at its
Meeting held on April 25, 2009, (based on the recommendation of the Board
Governance & Remuneration Committee) appointed Mr. M. S. Ramachandran
as an additional Director effective April 25, 2009. Mr. Ramachandran holds
a Bachelors degree in Mechanical Engineering. He joined Indian Oil
Corporation in 1969 and worked in several areas before being appointed as
Director (Planning & Business Development) in 2000. He was Chairman of Indian Oil Corporation from 2002 to 2005.
Mr. M. S. Ramachandran was conferred with Chemtech-Pharma Bio Hall of Fame
Award, 2005 for outstanding contribution to the petroleum and
petrochemicals industry. Mr. M. S. Ramachandran holds office upto the date
of the forthcoming Annual General
Meeting.
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II.
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Mr.
V. Vaidyanathan, Executive Director of ICICI Bank has been appointed
effective May 1, 2009 as Managing Director & CEO of ICICI Prudential
Life Insurance Company Limited, the Bank's subsidiary company and has
ceased to be a Director of the Bank effective that
date.
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III.
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The
Board of Directors of ICICI Bank at its Meeting held on April 25, 2009,
decided (based on the recommendation of the Board Governance &
Remuneration Committee) to appoint Mr. Sandeep Bakhshi, Managing Director
& CEO, ICICI Lombard General Insurance Company Limited, as wholetime
Director (designated as Executive Director) of ICICI Bank effective May 1,
2009 for a period of five years, subject to the approval of Reserve Bank
of India and the Members. The Board vide
Circular Resolution passed on May 8 , 2009 designated him as Deputy
Managing Director effective May 1,
2009.
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Mr.
Sandeep Bakhshi is a Bachelor of Mechanical Engineering and has a post graduate
diploma in Management from Xavier Labour Relations
Institute. He joined erstwhile ICICI Limited in 1986 in the project finance
department. He was elevated to the rank of General Manager in 2000. In 2002, he
was appointed as Managing Director & CEO of ICICI Lombard General Insurance
Company Limited, the Bank's subsidiary company. Mr. Bakhshi will be responsible
for retail and rural banking.
The Board
has approved remuneration to Mr. Sandeep Bakhshi as detailed below:
Salary
:
In the
range of Rs. 300,000 to Rs. 1,000,000 per month.
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The
Board or any Committee thereof, in its absolute discretion and from time
to time, will fix within the range stated above, the salary payable to Mr.
Sandeep Bakhshi.
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Perquisites
:
Perquisites
(evaluated as per Income-tax Rules, wherever applicable, and at actual cost to
the Bank in other cases) like the benefit of the Company's furnished
accommodation, gas, electricity, water and furnishings, club fees, personal
insurance, use of car and telephone at residence or reimbursement of expenses in
lieu thereof, payment of income-tax on perquisites by the Bank to the extent
permissible under the Income-tax Act, 1961 and Rules framed thereunder; medical
reimbursement, leave and leave travel concession, education benefits, provident
fund, superannuation fund, gratuity and other retirement benefits, in accordance
with the scheme/s and rule/s applicable to retired wholetime Directors of the
Bank or the members of the staff, as the case may be, from time to time, for the
aforesaid benefits.
In case
Bank-owned accommodation is not provided, Mr. Sandeep Bakhshi shall be eligible
for house rent allowance of Rs. 100,000 per month and maintenance of
accommodation including furniture, fixtures and furnishings, as may be provided
by the Bank.
Contd.
.....2
– 2
–
Bonus:
An amount
up to the maximum limit permitted under Reserve Bank of India guidelines or any
modifications thereof, as may be determined by the Board or any Committee
thereof, based on achievement of such performance parameters as may be laid down
by the Board or any Committee thereof, and subject to such other approvals as
may be necessary.
In the
event of absence or inadequacy of net profit in any financial year, the
remuneration payable to Mr. Sandeep Bakhshi shall be governed by Section II of
Part II of Schedule XIII of the Companies Act, 1956, or any modification(s)
thereto.
The above
remuneration is within the limits prescribed by the applicable provisions of the
Companies Act, 1956.
Mr.
Sandeep Bakhshi shall not be subject to retirement by rotation during his tenure
as wholetime Director. However, in order to comply with the Articles of
Association of ICICI Bank and the Companies Act, 1956, he shall be liable to
retire by rotation, if, at any time, the number of non-rotational Directors
exceed one-third of the total number of Directors. If he is re-appointed as
Director immediately on retirement by rotation, he shall continue to hold his
office of wholetime Director and the retirement by rotation and re-appointment
shall not be deemed to constitute a break in his appointment.
Memorandum
of Interest of Directors
No
Director except Mr. Sandeep Bakhshi is in any way concerned or interested in the
above appointment and payment of remuneration.
Copy of
the Resolution passed by the Board at its Meeting held on April 25, 2009 and the
Circular Resolution passed on May 8, 2009, in respect of the above, may be
inspected at the Registered/Corporate Office of ICICI Bank between 10.30 a.m.
and 12.30 p.m. on all working days except Saturday.
By Order
of the Board
Sandeep
Batra
Group
Compliance Officer &
Company
Secretary
May 9,
2009
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.
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For
ICICI Bank Limited
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Date:
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May
12, 2009
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By:
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/s/
Shanthi Venkatesan
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Name:
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Shanthi
Venkatesan
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Title:
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Assistant
General Manager
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