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NOTICE
ICICI SECURITIES LIMITEDCIN: L67120MH1995PLC086241
Registered Office: ICICI Centre, H. T. Parekh Marg, Churchgate, Mumbai - 400 020Tel.: 91 22 2288 2460/70; Fax: 91 22 2288 2455
Website: www.icicisecurities.com; E-mail: [email protected]
NOTICE is hereby given that the Twenty-Fourth Annual General Meeting (‘AGM’) of the Members of ICICI Securities Limited (‘the Company’) will be held on Friday, August 2, 2019 at 2.30 p.m. (IST) at Rama & Sundri Watumull Auditorium, Kishinchand Chellaram College, Vidyasagar Principal K. M. Kundnani Chowk, 124, Dinshaw Wachha Road, Churchgate, Mumbai - 400 020, to transact the following business:
ORDINARY BUSINESS:1. Adoption of Standalone Audited Financial
Statements of the Company:
To receive, consider and adopt the Standalone Audited Financial Statements of the Company for the financial year ended March 31, 2019 including the Audited Balance Sheet as at March 31, 2019, the Statement of Profit and Loss, the Cash Flow Statement of the Company for the year ended on that date and notes related thereto together with the Reports of the Board of Directors and the Auditors thereon.
2. Adoption of Consolidated Audited Financial Statements of the Company:
To receive, consider and adopt the Consolidated Audited Financial Statements of the Company for the financial year ended March 31, 2019 including the Audited Balance Sheet as at March 31, 2019, the Statement of Profit and Loss, the Cash Flow Statement of the Company for the year ended on that date and notes related thereto together with the Report of the Auditors thereon.
3. Declaration of dividend:
To confirm the payment of interim dividend and declare final dividend on equity shares for the financial year ended March 31, 2019.
4. Appointment of Mr. Ajay Saraf (DIN: 00074885), who retires by rotation and being eligible, offers himself for re-appointment:
To consider and, if thought fit, to pass, the following Resolution as an Ordinary Resolution:
RESOLVED that pursuant to Section 152 (6) and other applicable provisions, if any, of the Companies Act, 2013, Mr. Ajay Saraf (DIN: 00074885), who
retires by rotation and being eligible offers himself for re-appointment, be and is hereby re-appointed as the Director of the Company.
5. Continuation of appointment of the Statutory Auditors:
To consider and, if thought fit, to pass, the following Resolution as an Ordinary Resolution:
RESOLVED that pursuant to the provisions of Section 139 and all other applicable provisions of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 and the Companies (Amendment) Act, 2017 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) and in partial modification of the resolution passed by the Members of the Company at the Twenty-Second Annual General Meeting of the Company held on June 9, 2017, the Company hereby dispenses with the requirement of annual ratification of appointment of B S R & Co. LLP (Registration number 101248W/W-100022) for its remaining tenure as the Statutory Auditors of the Company.
SPECIAL BUSINESS:6. Re-appointment of Mr. Vinod Kumar Dhall
(DIN: 02591373) as an Independent Director of the Company:
To consider and, if thought fit, to pass, the following Resolution as a Special Resolution:
RESOLVED that pursuant to the provisions of Sections 149, 152, read with Schedule IV and other applicable provisions, if any, of the Companies Act, 2013 (‘the Act’) and the rules made thereunder (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), Regulation 17 and other applicable provisions, if any, of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations’) and based on the recommendations of the Nomination & Remuneration Committee and the Board of Directors of the Company and subject to regulatory approvals, if any, Mr. Vinod Kumar Dhall (DIN: 02591373) who is not disqualified to become a Director under the Act and who meets the criteria of Independence as prescribed under Section 149 (6) of the Act and
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Regulation 16 (1) (b) of Listing Regulations, be and is hereby re-appointed as an Independent Director of the Company, not liable to retire by rotation, for a second term of five (5) consecutive years with effect from October 28, 2019 upto October 27, 2024.
7. Appointment of Mr. Anup Bagchi (DIN: 00105962) as a Non-executive Director of the Company:
To consider and, if thought fit, to pass, the following Resolution as an Ordinary Resolution:
RESOLVED that pursuant to the provisions of Sections 149, 152, 160 and other applicable provisions, if any, of the Companies Act, 2013 (‘the Act’) read with the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), Articles of Association of the Company and based on the recommendation of the Nomination & Remuneration Committee and the Board of Directors of the Company and subject to regulatory approvals, if any, Mr. Anup Bagchi (DIN: 00105962) who was appointed by the Board of Directors as a Non-executive Additional Director of the Company with effect from October 11, 2018 and who holds office upto the date of the Twenty-Fourth Annual General Meeting in terms of Section 161 of the Act and in respect of whom Company has received a notice in writing from a Member, proposing his candidature for the office of Director of the Company pursuant to the provisions of Section 160 of the Act and who is not disqualified to become a Director under the Act, be and is hereby appointed as a Non-executive Director of the Company, liable to retire by rotation, with effect from the date of the Twenty-Fourth Annual General Meeting.
8. Appointment of Mr. Pramod Rao (DIN: 02218756) as a Non-executive Director of the Company:
To consider and, if thought fit, to pass, the following Resolution as an Ordinary Resolution:
RESOLVED that pursuant to the provisions of Sections 149, 152, 160 and other applicable provisions, if any, of the Companies Act, 2013 (‘the Act’) read with the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), Articles of Association of the Company and based on the recommendation of the Nomination & Remuneration Committee and the Board of Directors of the Company and subject to regulatory approvals, if any, Mr. Pramod Rao (DIN: 02218756) who was appointed by the Board of Directors as a Non-executive Additional Director of the Company with effect from October 11, 2018 and who holds office upto the date of the Twenty-Fourth
Annual General Meeting in terms of Section 161 of the Act and in respect of whom Company has received a notice in writing from a Member, proposing his candidature for the office of Director of the Company pursuant to the provisions of Section 160 of the Act and who is not disqualified to become a Director under the Act, be and is hereby appointed as a Non-executive Director of the Company, liable to retire by rotation, with effect from the date of the Twenty-Fourth Annual General Meeting.
9. Appointment of Mr. Vijay Chandok (DIN: 01545262) as a Director of the Company:
To consider and, if thought fit, to pass, the following Resolution as an Ordinary Resolution:
RESOLVED that pursuant to the provisions of Sections 149, 152, 160 and other applicable provisions, if any, of the Companies Act, 2013 (‘the Act’) read with the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), Articles of Association of the Company and based on the recommendation of the Nomination & Remuneration Committee and the Board of Directors of the Company and subject to regulatory approvals, if any, Mr. Vijay Chandok (DIN: 01545262) who was appointed by the Board of Directors as an Additional Director of the Company with effect from May 7, 2019, in the category of Executive Director and who holds office upto the date of the Twenty-Fourth Annual General Meeting in terms of Section 161 of the Act and in respect of whom Company has received a notice in writing from a Member, proposing his candidature for the office of Director of the Company pursuant to the provisions of Section 160 of the Act and who is not disqualified to become a Director under the Act, be and is hereby appointed as a Director of the Company, with effect from the date of the Twenty-Fourth Annual General Meeting.
10. Appointment of Mr. Vijay Chandok (DIN: 01545262) as the Managing Director & CEO of the Company and payment of remuneration:
To consider and if thought fit, to pass, the following Resolution, as an Ordinary Resolution:
RESOLVED that pursuant to the provisions of Sections 149, 152, 196, 197, 203 read with Schedule V and other applicable provisions, if any, of the Companies Act, 2013 (‘the Act’) and the rules made thereunder (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), applicable provisions of Articles of Association of the Company and based on the recommendations of the Nomination & Remuneration Committee and the Board of Directors
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of the Company and subject to regulatory approvals, if any, Mr. Vijay Chandok (DIN: 01545262) be and is hereby appointed as the Managing Director & CEO of the Company, for a period of five (5) years with effect from May 7, 2019 till May 6, 2024 on the following terms of remuneration:
Basic Salary:
` 2,44,67,040/- per annum effective May 7, 2019.
Allowances:
Basket of allowances that would include House Rent Allowance, Superannuation, Leave Travel Allowance, medical reimbursement of ` 15,000/- per annum, Personal Pay, etc. of ` 2,10,50,815/- per annum.
Performance Bonus:
70% of total fixed pay (basic + allowances). Should the bonus be more than 50% of fixed pay, 60% of the bonus would be paid upfront and balance equally deferred over 3 years. An amount equivalent to superannuation allowance (which is paid as part of allowances) will be excluded from performance bonus calculations. Performance bonus would be based on achievement of the performance parameters and such other components as may be determined by the Board of Directors or the Nomination & Remuneration Committee in accordance with the Compensation Policy of the Company.
Perquisites:
Perquisites (evaluated as per Income-tax Rules, wherever applicable, and at actual cost to the Company in other cases) like the Company Car (including running & maintenance expenses), one time soft furnishing allowance of upto ` 25,00,000/- for a period of five years, telephone and internet usage at residence or reimbursement of expenses in lieu thereof, provision of gas, electricity and water, 2 club memberships, group life insurance cover of ` 1.5 Crore, personal accident insurance cover of ` 6 Crore, medical insurance for hospitalization coverage for self and dependents of ` 4 Lac per annum and domiciliary medical expenses for self and dependents of ` 75,000/- per annum, leave and children scholarship as per employees children scholarship scheme and 5% interest subsidy for housing loan for purchase of residential property up to a maximum value of ` 8 Crore in Mumbai (lower limits ranging from ` 3.5 Crore - ` 4.5 Crore for other cities as per the Group policy) and such other benefits, allowances, perquisites, etc. on such terms and conditions as may be approved by the Board of Directors or the Nomination & Remuneration Committee.
Retirement Benefits: Retirement benefits like Provident fund and Gratuity,
in accordance with the scheme(s) and rule(s)
applicable to the members of the staff from time to time, for the aforesaid benefits.
RESOLVED further that Mr. Vijay Chandok (DIN: 01545262) be granted employee stock options by the Company and the holding company (ICICI Bank Limited) from time to time.
RESOLVED further that pursuant to the relevant provisions of the Act, in the event of absence or inadequacy of net profit in any financial year, the remuneration payable to Mr. Vijay Chandok (DIN: 01545262) would be of the nature for which the approvals have been obtained from the Board of Directors and the shareholders of the Company, subject to applicable law, including the Act and the rules made thereunder and any other regulatory, statutory and governmental approvals, as may be necessary.
RESOLVED further that the Board of Directors of the Company (including the Nomination & Remuneration Committee) be and is hereby authorised to do all such acts, deeds, things and take such actions as may be required to give effect to this resolution.
11. Revision in remuneration payable to Ms. Shilpa Kumar (DIN: 02404667):
To consider and if thought fit, to pass, the following Resolution, as an Ordinary Resolution:
RESOLVED that subject to the applicable provisions of the Companies Act, 2013 (‘the Act’) and the rules made thereunder and the provisions of the Articles of Association of the Company, Ms. Shilpa Kumar (DIN: 02404667), be paid the following revised remuneration for her tenure as the Managing Director & CEO of the Company for the period from April 1, 2019 to May 6, 2019:
Basic Salary:
1,34,60,280/- per annum effective April 1, 2019 and proportionately upto May 6, 2019.
Allowances:
Basket of allowances that would include House Rent Allowance, running and maintenance expenses of car (including fuel, repairs and maintenance, insurance, driver’s salary, etc.), Superannuation, Leave Travel Allowance, Conveyance, Personal Pay, medical reimbursement of ` 15,000/- per annum, etc. of ` 1,76,09,148/- per annum and proportionately upto May 6, 2019.
Performance Bonus:
70% of total fixed pay (basic + allowances). Should the bonus be more than 50% of fixed pay, 60% of the bonus would be paid upfront and balance equally deferred over 3 years. An amount equivalent to
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superannuation allowance (which is paid as part of allowances) will be excluded from performance bonus calculations. Performance bonus would be based on achievement of the performance parameters and such other components as may be determined by the Board of Directors or the Nomination & Remuneration Committee in accordance with the Compensation Policy of the Company.
Perquisites:
Perquisites (evaluated as per Income-tax Rules, wherever applicable and at actual cost to the Company in other cases) like the Company provided car in line with Group benefits policy, one time soft furnishing allowance of upto ` 18,00,000/- for a period of five years, telephone and internet usage at residence or reimbursement of expenses in lieu thereof, 1 club membership, group life insurance cover of ` 1.25 Crore, personal accident insurance cover of ` 4.5 Crore, medical insurance for hospitalization coverage for self and dependents of ` 4 Lac per annum and domiciliary medical expenses for self and dependents of ` 75,000/- per annum (out of which ` 15,000/- was already included in the allowances), leave as per Company policy and children scholarship as per employees children scholarship scheme of the Company and 5% interest subsidy for housing loan for purchase of residential property up to a maximum value of ` 8 Crore in Mumbai (lower limits ranging from ` 3.5 Crore - ` 4.5 Crore for other cities as per the Group policy) and such other benefits, allowances, perquisites, etc. on such terms and conditions as may be approved by the Board of Directors or the Nomination & Remuneration Committee.
Retirement Benefits:
Retirement benefits like Provident fund and Gratuity, in accordance with the scheme(s) and rule(s) applicable to the members of the staff from time to time, for the aforesaid benefits.
Bonus for FY2019:
1,43,88,173/-. Since the bonus amount is more than 50% of fixed pay, 60% of the bonus amount would be paid upfront and balance equally deferred over 3 years.
RESOLVED further that Ms. Shilpa Kumar (DIN: 02404667) be granted employee stock options by the Company and the holding company (ICICI Bank Limited) from time to time.
RESOLVED further that pursuant to the relevant provisions of the Act, in the event of absence or inadequacy of net profit in any financial year, the remuneration payable to Ms. Shilpa Kumar
(DIN: 02404667) would be of the nature for which the approvals have been obtained from the Board of Directors and the shareholders of the Company, subject to applicable law, including the Act and the rules made thereunder and any other regulatory, statutory and governmental approvals, as may be necessary.
RESOLVED further that the Board of Directors of the Company (including the Nomination & Remuneration Committee) be and is hereby authorised to do all such acts, deeds, things and take such actions as may be required to give effect to this resolution.
12. Revision in remuneration payable to Mr. Ajay Saraf (DIN: 00074885), the Executive Director of the Company:
To consider and if thought fit, to pass, the following Resolution, as an Ordinary Resolution:
RESOLVED that subject to the applicable provisions of the Companies Act, 2013 (‘the Act’) and the rules made thereunder and the provisions of the Articles of Association of the Company, Mr. Ajay Saraf (DIN: 00074885), Executive Director, be paid the following revised remuneration with effect from April 1, 2019:
Basic Salary:
` 1,04,52,000/- per annum effective April 1, 2019.
Allowances:
Basket of allowances that would include House Rent Allowance, Leave Travel Allowance, Conveyance, running and maintenance expenses of car (including fuel, repairs and maintenance, insurance, driver’s salary, etc.), Personal Pay, medical reimbursement of ` 15,000/- per annum, etc. of ` 1,27,93,092/- per annum.
Performance Bonus:
70% of total fixed pay (basic + allowances). Should the bonus be more than 50% of fixed pay, 60% of the bonus would be paid upfront and balance equally deferred over 3 years. Performance bonus would be based on achievement of the performance parameters and such other components as may be determined by the Board of Directors or the Nomination & Remuneration Committee in accordance with the compensation policy of the Company.
Perquisites:
Perquisites like one club membership, group life insurance cover of ` 1.25 Crore, personal accident cover of ` 3.6 Crore, Company provided car in line with Group benefits policy, medical insurance for
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hospitalisation coverage for self and dependants of ` 4 Lac per annum, domiciliary medical expenses for self and dependents of ` 75,000/- per annum (out of which ` 15,000/- was already included in the allowances), leave as per Company policy and children scholarship as per employees children scholarship scheme of the Company and such other benefits, allowances, perquisites, etc. on such terms and conditions as may be approved by the Board of Directors or the Nomination & Remuneration Committee.
Retirement Benefits:
Retirement benefits like Provident fund and Gratuity, in accordance with the scheme(s) and rule(s) applicable to the members of the staff from time to time, for the aforesaid benefits.
Bonus for FY2019:
1,15,12,910/-. Since the bonus amount is more than 50% of fixed pay, 60% of the bonus amount would be paid upfront and balance equally deferred over 3 years.
RESOLVED further that Mr. Ajay Saraf (DIN: 00074885) be granted employee stock options by the Company and the holding company (ICICI Bank Limited) from time to time.
RESOLVED further that pursuant to the relevant provisions of the Act, in the event of absence or inadequacy of net profit in any financial year, the remuneration payable to Mr. Ajay Saraf (DIN: 00074885) would be of the nature for which the approvals have been obtained from the Board of Directors and the shareholders of the Company, subject to applicable law, including the Act and the rules made thereunder and any other approvals, as may be necessary.
RESOLVED further that the Board of Directors of the Company (including the Nomination & Remuneration Committee) be and is hereby authorised to do all such acts, deeds, things and take such actions as may be required to give effect to this resolution.
13. Payment of profit related commission to the Independent Directors of the Company:
To consider and if thought fit, to pass, the following Resolution, as an Ordinary Resolution:
RESOLVED that pursuant to Sections 149 (9), 197, 198 and other applicable provisions of the Companies Act, 2013 (‘the Act’) and the rules made thereunder (including any statutory
modification(s) or re-enactment(s) thereof for the time being in force), Regulation 17 (6) and other applicable provisions, if any, of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations’), framework for remuneration to non-executive Directors and subject to such regulatory approvals as may be required and subject to the total remuneration payable to Directors who are neither Managing Directors nor Whole-time Directors not exceeding in the aggregate 1% (one percent) of the net profits of the Company computed in the manner stipulated in Section 198 of the Act, consent of the Members be and is hereby accorded to pay compensation of ` 10,00,000/- per annum (exclusive of applicable taxes) for each financial year effective from the financial year ended March 31, 2019 onwards, in the form of profit related commission to each of the Independent Directors of the Company in proportion to their tenure in the Company during the relevant financial year.
RESOLVED further that the above payment of commission shall be subject to availability of net profits at the end of each financial year and shall be in addition to sitting fees and reimbursement of expenses being paid to the Independent Directors for attending the meetings of the Board of Directors and/or other meetings.
RESOLVED further that the Board of Directors of the Company (including the Nomination & Remuneration Committee) be and is hereby authorised to do all such acts, deeds, matters and things including deciding on the manner of payment of commission and settle all questions or difficulties that may arise with regard to the aforesaid resolution as it may deem fit and to execute any agreements, documents, instructions, etc. as may be necessary or desirable in connection with or incidental to give effect to the aforesaid resolution.
By Order of the Board of Directors For ICICI Securities Limited
Sd/- Raju Nanwani
Senior Vice President &Place: Mumbai Company SecretaryDate: May 23, 2019 FCS 4785
CIN: L67120MH1995PLC086241Website: www.icicisecurities.comRegistered Office:ICICI Centre, H. T. Parekh Marg,Churchgate, Mumbai - 400 020
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NOTES:
1. A statement pursuant to Section 102 (1) of the Companies Act, 2013 (‘the Act’) setting out the material facts concerning each item of special business i.e. Item Nos. 6 to 13 set out in the Notice is annexed hereto.
2. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND THE MEETING AND VOTE INSTEAD OF HIMSELF AND SUCH PROXY NEED NOT BE A MEMBER OF THE COMPANY. THE PROXY, IN ORDER TO BE EFFECTIVE, MUST BE DULY COMPLETED, STAMPED AND SIGNED AND SHOULD BE DEPOSITED AT THE REGISTERED OFFICE OF THE COMPANY NOT LESS THAN 48 HOURS BEFORE THE COMMENCEMENT OF THE MEETING.
A person can act as proxy on behalf of members not exceeding fifty (50) and holding in the aggregate not more than ten percent of the total share capital of the Company carrying voting rights. However, a member holding more than ten percent of the total share capital of the Company carrying voting rights may appoint a single person as proxy and such person shall not act as proxy for any other shareholder. Proxy form is enclosed herewith. Proxies submitted on behalf of the companies, societies etc., must be supported by an appropriate resolution/authority, as applicable. The holder of proxy shall prove his identity at the time of attending the Meeting.
3. During the period beginning twenty-four hours before the time fixed for the commencement of the Meeting and ending with the conclusion of the Meeting, a Member would be entitled to inspect the proxies lodged with the Company during normal business hours [9.00 a.m. (IST) to 6.00 p.m. (IST)] at the registered office of the Company, provided that a requisition for the same from a Member is received in writing not less than 3 days before the commencement of the Meeting.
4. Corporate members intending to send their authorised representatives to attend the Meeting are requested to send to the Company a certified copy of the Board resolution authorising their representative to attend and vote on their behalf at the Meeting.
5. In case of joint holders attending the Meeting, only such joint holder who is higher in the order of names will be entitled to vote.
6. The Company’s Registrar & Transfer Agent for its share registry (both, physical as well as electronic) is Karvy Fintech Private Limited (‘Karvy’ or ‘R&TA’) having its office at Karvy Selenium, Tower-B, Plot No. 31 & 32, Financial District, Nanakramguda, Serilingampally Mandal, Hyderabad - 500 032 (Unit: ICICI Securities Limited).
7. Voting through electronic means:
A. In compliance with Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations’) and Section 108 of the Act read with Rule 20 of the Companies (Management and Administration) Rules, 2014, as amended, the Company is pleased to provide Members, the facility to exercise their right to vote at the Twenty-Fourth Annual General Meeting (‘AGM’) by electronic means. The facility of casting votes by a Member using an electronic voting system from a place other than the venue of the AGM (‘remote e-voting’) will be provided by Karvy and the items of business as detailed in this Notice may be transacted through remote e-voting.
B. A person whose name is recorded in the Register of Members or in the Register of Beneficial Owners maintained by the depositories as on the cut-off date i.e. Friday, July 26, 2019 shall be entitled to avail the facility of remote e-voting as well as voting at the AGM.
C. A person who is not a Member as on the cut-off date should treat this Notice for information purpose only.
D. The facility for voting shall also be made available at the AGM and the Members attending the AGM who have not already cast their votes through remote e-voting shall be able to exercise their voting rights at the AGM.
E. The Members who have cast their votes through remote e-voting prior to the AGM may also attend the AGM but shall not be entitled to cast their votes again. However, in case a Member casts his/her vote both by voting at the AGM and by remote e-voting, then voting done through remote e-voting shall be considered and voting done at the AGM will be treated as invalid.
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8. The instructions for remote e-voting are as under:
A. In case a Member receives an e-mail of the AGM Notice from Karvy [for Members whose e-mail IDs are registered with the Company/ Depository Participant(s)]:
i. Launch internet browser by typing the URL: https://evoting.karvy.com.
ii. Enter the login credentials i.e. User ID and password provided in the e-mail received from Karvy. However, if you are already registered with Karvy for e-voting, you can use your existing User ID and password for casting your vote.
iii. After entering these details appropriately, Click on ‘LOGIN’.
iv. You will now reach password change Menu wherein you are required to mandatorily change your password. The new password shall comprise of minimum 8 characters with at least one upper case (A-Z), one lower case (a-z), one numeric value (0-9) and a special character (@,#,$, etc.). The system will prompt you to change your password and update your contact details like mobile number, e-mail ID, etc. on first login. You may also enter a secret question and answer of your choice to retrieve your password in case you forget it. It is strongly recommended that you do not share your password with any other person and that you take utmost care to keep your password confidential.
v. You need to login again with the new credentials.
vi. On successful login, the system will prompt you to select the e-voting event.
vii. Select ‘EVENT’ of ICICI Securities Limited – AGM and click on ‘SUBMIT’.
viii. Now you are ready for ‘e-voting’ as ‘Ballot Form’ page opens.
ix. On the voting page, enter the number of shares (which represents the number of votes) as on the cut-off date under ‘FOR/AGAINST’ or alternatively, you may partially enter any number in ‘FOR’ and partially in ‘AGAINST’ but the total number in ‘FOR/AGAINST’ taken together should
not exceed your total shareholding as mentioned therein. You may also choose the option ‘ABSTAIN’. If the shareholder does not indicate either ‘FOR’ or ‘AGAINST’, it will be treated as ‘ABSTAIN’ and the shares held will not be counted under either head.
x. Members holding multiple folios/demat accounts shall choose the voting process separately for each of the folios/demat accounts.
xi. Voting has to be done for each item of the Notice separately. In case you do not desire to cast your vote on any specific item, it will be treated as abstained.
xii. You may then cast your vote by selecting an appropriate option and click on ‘SUBMIT’.
xiii. A confirmation box will be displayed. Click ‘OK’ to confirm else ‘CANCEL’ to modify. Once you confirm, you will not be allowed to modify your vote. During the voting period, Members can login any number of times till they have voted on the Resolution(s).
xiv. Corporate/Institutional Members (i.e. other than Individuals, HUF, NRI, etc.) are also required to send scanned certified true copy (PDF Format) of the Board Resolution/Authority Letter, etc. together with attested specimen signature(s) of the duly authorized representative(s), to the Scrutinizer at e-mail ID: [email protected] with a copy marked to [email protected]. The scanned image of the above mentioned documents should be in the naming format ‘Corporate Name_ EVENT NO.’
B. In case a Member receives a physical copy of the AGM Notice by Post/Courier [for Members whose e-mail IDs are not registered with the Company/Depository Participant(s)]:
i. User ID and initial password as provided by the Company in a separate letter along with the Notice in the below format :
User ID Password
-- --
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ii. Please follow all steps from Sr. No. (i) to (xiv) as mentioned in 8 (A) above, to cast your vote.
C. In case a person has become the Member of the Company after the dispatch of AGM Notice but on or before the cut-off date i.e. Friday, July 26, 2019, he/she may write to Karvy on the e-mail Id: [email protected] or to Ms. C. Shobha Anand/Mr. PSRCH Murthy, Contact No. 040 6716 2222, at Karvy Fintech Private Limited [Unit: ICICI Securities Limited], Karvy Selenium, Tower - B, Plot No. 31 & 32, Financial District, Nanakramguda, Serilingampally Mandal, Hyderabad - 500 032, requesting for the User ID and Password. After receipt of the above credentials, please follow all the steps from Sr. No. (i) to (xiv) as mentioned in 8 (A) above, to cast the vote.
D. If you have forgotten your password, you can reset your password by using ‘Forgot Password’ available on https://evoting.karvy.com or contact Karvy at toll free no.: 1-800-3454-001 or e-mail at [email protected].
9. The remote e-voting period commences on Tuesday, July 30, 2019 at 9.00 a.m. (IST) and ends on Thursday, August 1, 2019 at 5.00 p.m. (IST). During this period, the Members of the Company holding shares in physical form or in dematerialized form, as on the cut-off date being Friday, July 26, 2019 may cast their vote by electronic means in the manner and process set out hereinabove. The remote e-voting module shall be disabled for voting thereafter. Once the vote on a resolution is cast by the Member, the Member shall not be allowed to change it subsequently. Further, the Members who have casted their vote electronically shall not vote by way of poll, if held at the Meeting.
10. In case of any query/grievance with respect to remote e-voting, please visit the ‘Help’ & ‘FAQs’ sections available on Karvy’s website: https://evoting.karvy.com or send an e-mail to [email protected] or call Karvy on toll free number 1800-3454-001 (from 9:00 a.m. to 6:00 p.m.). Members may contact Ms. C. Shobha Anand/ Mr. PSRCH Murthy, Contact No. 040 6716 2222, at Karvy Fintech Private Limited [Unit: ICICI Securities Limited], Karvy Selenium, Tower-B, Plot No. 31 & 32, Financial District, Nanakramguda, Serilingampally Mandal, Hyderabad - 500 032 for further clarifications.
11. The voting rights of the Members shall be in proportion to their shares of the paid-up equity
share capital of the Company as on the cut-off date i.e. Friday, July 26, 2019.
12. The Company has appointed Dholakia & Associates LLP, Practicing Company Secretaries as the Scrutinizer. Accordingly, Mr. Bhumitra V. Dholakia and/or Mr. Nrupang B. Dholakia, Designated Partners of Dholakia & Associates LLP, Practicing Company Secretaries or any other person of repute authorised by them would act as the Scrutinizer to scrutinize the voting process in a fair and transparent manner.
13. The Chairman shall, at the AGM, allow voting on all the resolutions with the assistance of scrutinizer for all those Members who are present at the AGM and have not cast their votes by availing the remote e-voting facility.
14. The Scrutinizer shall, immediately after the conclusion of the voting at the AGM, first count the votes cast at the AGM, thereafter unblock the votes cast through remote e-voting in the presence of at least two (2) witnesses not in the employment of the Company and make, not later than 48 hours from the conclusion of the AGM, a consolidated Scrutinizer’s Report of the total votes cast in favour or against, if any, and provide the report to the Chairman or to any other person authorized by the Chairman.
15. The Results on resolutions shall be declared on or after the AGM of the Company and the resolution(s) will be deemed to have been passed on the date of the AGM subject to receipt of the requisite number of votes in favour of the Resolution(s).
16. The Results declared along with the Scrutinizer’s Report(s) will be available on the website of the Company www.icicisecurities.com and Karvy’s website https://evoting.karvy.com and the communication will be sent to National Stock Exchange of India Limited and BSE Limited and will also be displayed at the Registered as well as Corporate Office of the Company.
17. The Register of Members and Share Transfer Books of the Company will remain closed from Saturday, July 27, 2019 to Friday, August 2, 2019 (both days inclusive) for determining the names of the Members eligible for final dividend on equity shares for the financial year ended March 31, 2019.
18. The final dividend for the financial year ended March 31, 2019, at the rate of ` 5.70 per equity share of face value of ` 5/- each, as recommended by the
9
Board of Directors, if approved at the AGM, would be paid to those Members who hold shares:
i. In dematerialised mode, based on the beneficial ownership details to be received from National Securities Depository Limited (‘NSDL’) and Central Depository Services (India) Limited (‘CDSL’) as at the close of business hours on Friday, July 26, 2019.
ii. In physical mode, if their names appear in the Company’s Register of Members at the close of business hours of Friday, July 26, 2019. The instruments of transfer in respect of shares held in physical form should be lodged with Karvy so as to reach them on or before Friday, July 26, 2019.
19. Members wishing to claim unclaimed dividends are requested to correspond with Karvy or the Company Secretary, at the Company’s registered office. Members are requested to note that dividends which are not claimed within seven (7) years from the date of transfer to the Company’s Unpaid Dividend Account, will, as per the provisions of Section 124 of the Act and rules made thereunder, be transferred to the Investor Education and Protection Fund. Further, pursuant to the provisions of Section 124 (6) of the Act read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, as amended, all shares in respect of which dividend has not been paid or claimed for seven (7) consecutive years or more shall be transferred to the demat account of the Investor Education and Protection Fund authority. The Company has uploaded the details of unpaid and unclaimed dividend amounts on the website of the Company www.icicisecurities.com.
20. Members holding shares in physical form are requested to immediately notify change in their address, to Karvy at their above mentioned address, quoting their Folio Number(s).
In order to avoid fraudulent encashment of dividend warrants, Members holding shares in physical form are requested to send to the Registrar & Transfer Agent of the Company, at the above mentioned address, on or before Friday, July 26, 2019, a Bank Mandate (providing details of name and address of bank branch, PIN code and particulars of the bank account) or changes therein, if not provided earlier, under the signature of the Sole/First holder quoting their Folio Number. This information will be printed on the dividend warrants. Members may also avail of the Electronic Clearing Service (‘ECS’) mandate facility provided by the Company.
21. Members holding shares in dematerialised mode are requested to intimate all changes pertaining to their bank details, ECS mandates, e-mail addresses, nominations, power of attorney, change of address/name, etc. to their Depository Participants (‘DP’) only and not to the Company or Karvy. Any such changes effected by the DPs will automatically reflect in the Company’s subsequent records.
22. The Securities and Exchange Board of India has mandated the submission of Permanent Account Number (‘PAN’) by every participant in the securities market. Members holding shares in electronic form are requested to submit their PAN to their Depository Participant(s). Members holding shares in physical form shall submit their PAN details to Karvy.
23. Members may avail the nomination facility as provided under Section 72 of the Act.
24. Pursuant to Regulation 36 of Listing Regulations and Sections 101 and 136 of the Act read with the Companies (Accounts) Rules, 2014 and all other applicable provisions of the Act, read with the Rules made thereunder, the companies can serve/send various reports, documents, communications, including but not limited to Annual Report comprising of the Report of the Board of Directors, Auditors’ Report, Financial Statements, Notice of General Meetings, etc. (hereinafter referred to as ‘the Documents’) to its Members through electronic mode at their e-mail addresses.
Annual Report including the Report of the Board of Directors, Auditors’ Report, Financial Statements, Notice of this AGM, Attendance Slip, Proxy Form, etc. is being sent by electronic mode to all the Members whose e-mail addresses are registered with the Company/R&TA/depositories unless a Member has requested for a hard copy of the same. For Members who have not registered their e-mail addresses, physical copies of the aforementioned documents are being sent by the permitted mode. The Notice of the AGM and the Annual Report are also available on the Company’s website at www.icicisecurities.com and on the website of Karvy at https://evoting.karvy.com.
25. Members who have not registered/updated their e-mail addresses with Karvy, if shares are held in physical mode or with their DPs/Company, if shares are held in electronic mode, are requested to do so for receiving all future communications from the Company including Annual Reports, Notices, Circulars, etc., electronically.
10
26. Non-Resident Indian Members are requested to inform their respective DPs, immediately of:
• Change in their residential statuson return toIndia for permanent settlement.
• Particulars of their bank account maintainedin India with complete name, branch, account type, account number and address of the bank with pin code number, if not furnished earlier.
27. Statutory Registers, the certificate from the Auditors of the Company certifying that ICICI Securities Limited Employees Stock Option Scheme – 2017 is in compliance with the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 and all the documents referred to in the Notice and Explanatory Statement will be available for inspection by the Members at the Registered Office of the Company during business hours of the Company on any working day from the date hereof upto the date of the Meeting. The relevant documents referred to in the Notice and Explanatory Statement will also be available for inspection by the Members at the Meeting.
28. Members desirous of getting any information about the accounts and/or operations of the Company are requested to write to the Company at least seven days before the date of the Meeting to enable the Company to keep the information ready at the Meeting.
29. Pursuant to Regulation 36 (3) of Listing Regulations and Secretarial Standard - 2, the required details of the Directors proposed to be appointed/ re-appointed and the terms of proposed remuneration of the Directors are given in the Annexure forming part of the Notice.
30. Notification of the Securities and Exchange Board of India relating to transfer of equity shares held in physical form:
The Securities and Exchange Board of India vide notification dated June 8, 2018 amended Regulation 40 of Listing Regulations, which came into force with effect from April 1, 2019. Accordingly, effective April 1, 2019 except in cases of transmission or transposition, transfer of securities of Company cannot be processed unless the securities are held in dematerialized form with a depository. The implication of the said amendment is that post April 1, 2019, equity shares of the Company which are held in physical form by shareholders can be continued to be held in physical form, but cannot be further transferred by the Company or its R&TA except in case of transmission and transposition matters. The Members are requested to take note of the same and may consider dematerialization of physical shares held by them to avoid inconvenience in transfer of shares, in future.
By Order of the Board of DirectorsFor ICICI Securities Limited
Sd/-Raju Nanwani
Senior Vice President &Place: Mumbai Company SecretaryDate: May 23, 2019 FCS 4785
CIN: L67120MH1995PLC086241Website: www.icicisecurities.comRegistered Office:ICICI Centre, H. T. Parekh Marg,Churchgate, Mumbai - 400 020
11
Item No. 6
Mr. Vinod Kumar Dhall (DIN: 02591373) was appointed as an Independent Director of the Company pursuant to the provisions of Sections 149, 150, 152, Schedule IV and other applicable provisions of the Companies Act, 2013 (‘the Act’) read with the rules made thereunder (not liable to retire by rotation) for a term of five (5) consecutive years with effect from October 28, 2014 upto October 27, 2019.
Pursuant to Article 43 of the Articles of Association of the Company, the Board of Directors, at its meeting held on October 19, 2018, appointed Mr. Dhall as the Chairman of the Board of Directors of the Company.
Pursuant to the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended from time to time (‘Listing Regulations’), approval of the Members of the Company was required for continuation of directorship of Mr. Vinod Kumar Dhall (DIN: 02591373), as an Independent Director of the Company, on attaining the age of seventy five years on February 20, 2019, up to the expiry of his present term as an Independent Director i.e. upto October 27, 2019. Accordingly, the approval of Members was obtained by way of Special Resolution through Postal Ballot for continuation of his remaining tenure till October 27, 2019 as an Independent Director.
It is proposed to re-appoint Mr. Vinod Kumar Dhall (DIN: 02591373) as an Independent Director of the Company, not liable to retire by rotation, for a second term of five (5) consecutive years with effect from October 28, 2019 upto October 27, 2024, subject to the approval of the Members of the Company by Special Resolution as set out at Item No. 6 of this Notice and other regulatory approvals, if any.
In the opinion of the Board of Directors, Mr. Vinod Kumar Dhall (DIN: 02591373) fulfills the conditions specified in the Act and the rules made thereunder for his re-appointment as an Independent Director of the Company and is independent of the Management. The annual performance evaluation results for Mr. Dhall were also positive on an overall basis confirming high performance standards. Further, Mr. Vinod Kumar Dhall (DIN: 02591373) is a person of high repute, integrity and has rich and varied experience which will be an invaluable input to the Company’s strategic direction and decision making. His contributions and guidance during the deliberations at the Board and Committee meetings have been of immense help to the Company.
After taking into consideration report of performance evaluation of Mr. Vinod Kumar Dhall (DIN: 02591373),
STATEMENT PURSUANT TO SECTION 102 (1) OF THE COMPANIES ACT, 2013, SETTING OUT THE MATERIAL FACTS CONCERNING EACH ITEM OF SPECIAL BUSINESS
background, experience and contribution made by him, the Board of Directors at its meeting held on April 23, 2019, based on the recommendation of the Nomination and Remuneration Committee, approved the re-appointment of Mr. Vinod Kumar Dhall (DIN: 02591373), as an Independent Director of the Company, not liable to retire by rotation, for a second term of five (5) consecutive years with effect from October 28, 2019 upto October 27, 2024, subject to the approval of the Members of the Company by Special Resolution and other regulatory approvals, if any.
As per the requirements of Regulation 36 (3) of Listing Regulations and Secretarial Standard 2, issued by the Institute of Company Secretaries of India, the required details of Mr. Vinod Kumar Dhall (DIN: 02591373) are appended in the Annexure forming part of the Notice.
The Directors recommend the Resolution at Item No. 6 of the accompanying Notice as a Special Resolution for approval of the Members of the Company.
Except Mr. Vinod Kumar Dhall (DIN: 02591373) and his relatives, none of the other Directors, Key Managerial Personnel of the Company and their relatives are in any way concerned or interested, financially or otherwise in the passing of resolution set out at Item No. 6 of the accompanying Notice.
Documents relevant to the re-appointment of Mr. Vinod Kumar Dhall (DIN: 02591373) as an Independent Director of the Company are available for inspection at the Registered Office of the Company during business hours on any working day of the Company without payment of fee.
Item Nos. 7 & 8
The Board of Directors had, vide circular resolutions dated October 11, 2018, appointed Mr. Anup Bagchi (DIN: 00105962) and Mr. Pramod Rao (DIN: 02218756), as Additional Directors (in the category of Non-executive Directors) on the Board of Directors of the Company with effect from October 11, 2018 pursuant to Section 161 of the Companies Act, 2013 (‘the Act’) to hold office upto the date of the Twenty-Fourth Annual General Meeting.
In terms of Section 160 of the Act, the Company has received Notices in writing from a Member of the Company proposing the appointment of Mr. Anup Bagchi (DIN: 00105962) and Mr. Pramod Rao (DIN: 02218756) as the Directors of the Company.
The Board of Directors at its meeting held on April 23, 2019, based on the recommendation of the
12
Nomination and Remuneration Committee, approved the appointments of Mr. Anup Bagchi (DIN: 00105962) and Mr. Pramod Rao (DIN: 02218756) as the Non-executive Directors of the Company with effect from the date of the Twenty-Fourth Annual General Meeting, subject to the approval of the Members of the Company and other regulatory approvals, if any.
In the opinion of the Board of Directors, Mr. Anup Bagchi (DIN: 00105962) and Mr. Pramod Rao (DIN: 02218756) fulfill the conditions specified in the Act and the rules made thereunder for their appointment as Non-executive Directors of the Company.
In view of the above, it is proposed to appoint Mr. Anup Bagchi (DIN: 00105962) and Mr. Pramod Rao (DIN: 02218756) as the Non-executive Directors of the Company with effect from the date of the Twenty-Fourth Annual General Meeting, subject to the approval of the Members of the Company and other regulatory approvals, if any.
As per the requirements of Regulation 36 (3) of Listing Regulations and Secretarial Standard 2, issued by the Institute of Company Secretaries of India, the required details of Mr. Anup Bagchi (DIN: 00105962) and Mr. Pramod Rao (DIN: 02218756) are appended in the Annexure forming part of the Notice.
The Directors recommend the Resolutions at Item Nos. 7 & 8 of the accompanying Notice as Ordinary Resolutions for approval of the Members of the Company.
Except Mr. Anup Bagchi (DIN: 00105962), Mr. Pramod Rao (DIN: 02218756) and their relatives, none of the other Directors and Key Managerial Personnel of the Company and their relatives are in any way concerned or interested, financially or otherwise, in the passing of resolutions set out at Item Nos. 7 & 8 of the accompanying Notice.
Documents relevant to the appointment of Mr. Anup Bagchi (DIN: 00105962) and Mr. Pramod Rao (DIN: 02218756) are available for inspection at the Registered Office of the Company during business hours on any working day of the Company without payment of fee.
Item No. 9
The Board of Directors at its meeting held on March 30, 2019, appointed Mr. Vijay Chandok (DIN: 01545262) as an Additional Director on the Board of Directors of the Company with effect from May 7, 2019 pursuant to Section 161 of the Companies Act, 2013 (‘the Act’) to hold office upto the date of the Twenty-Fourth Annual General Meeting.
In terms of Section 160 of the Act, the Company has received a Notice in writing from a Member of the
Company proposing the appointment of Mr. Vijay Chandok (DIN: 01545262) as the Director of the Company.
The Board of Directors at its meeting held on April 23, 2019, based on the recommendation of the Nomination and Remuneration Committee, approved the appointment of Mr. Vijay Chandok (DIN: 01545262) as a Director of the Company with effect from the date of the Twenty-Fourth Annual General Meeting, subject to the approval of the Members of the Company and other regulatory approvals, if any.
In the opinion of the Board of Directors, Mr. Vijay Chandok (DIN: 01545262) fulfills the conditions specified in the Act and the rules made thereunder for his appointment as Director of the Company.
In view of the above, it is proposed to appoint Mr. Vijay Chandok (DIN: 01545262) as the Director of the Company, subject to the approval of the Members of the Company and other regulatory approvals, if any.
As per the requirements of Regulation 36 (3) of Listing Regulations and Secretarial Standard 2, issued by the Institute of Company Secretaries of India, the required details of Mr. Vijay Chandok (DIN: 01545262) are appended in the Annexure forming part of the Notice.
The Directors recommend the Resolution at Item No. 9 of the accompanying Notice as an Ordinary Resolution for approval of the Members of the Company.
Except Mr. Vijay Chandok (DIN: 01545262) and their relatives, none of the other Directors and Key Managerial Personnel of the Company and their relatives are in any way concerned or interested, financially or otherwise, in the passing of resolution set out at Item No. 9 of the accompanying Notice.
Documents relevant to the appointment of Mr. Vijay Chandok (DIN: 01545262) are available for inspection at the Registered Office of the Company during business hours on any working day of the Company without payment of fee.
Item No. 10
The Board of Directors at its meeting held on March 30, 2019, appointed Mr. Vijay Chandok (DIN: 01545262) as the Managing Director & CEO of the Company for a period of five (5) years with effect from May 7, 2019 till May 6, 2024, subject to the approval of the Members and other regulatory approvals, if any.
Based on the recommendation of the Board of Directors, it is proposed to appoint Mr. Vijay Chandok (DIN: 01545262) as the Managing Director & CEO of the Company with effect from May 7, 2019 till May 6, 2024, subject to the approval of the Members of the Company and other regulatory approvals, if any.
13
The Board of Directors of the Company has, at its meeting held on May 17, 2019, based on the recommendation of the Nomination & Remuneration Committee, approved the remuneration payable to Mr. Vijay Chandok (DIN: 01545262) with effect from May 7, 2019 subject to the approval of the Members of the Company.
Further, pursuant to the provision of Section 197 of the Companies Act, 2013 (‘the Act’), the details of remuneration of the Managing Director & CEO of the Company are set out in the Resolution at Item No. 10.
As per the requirements of Secretarial Standard 2, issued by the Institute of Company Secretaries of India, please find appended in the Annexure forming part of the Notice, the required details of Mr. Vijay Chandok (DIN: 01545262).
The Directors recommend the Resolution at Item No. 10 of the accompanying Notice as an Ordinary Resolution for approval of the Members of the Company.
Except Mr. Vijay Chandok (DIN: 01545262) and his relatives, none of the other Directors, Key Managerial Personnel of the Company and their relatives are in any way concerned or interested, financially or otherwise in the passing of resolution set out at Item No. 10 of the accompanying Notice.
The terms and conditions stated in the resolution and information given as above may be treated as an abstract of the terms of contract under Section 190 (1) of the Act.
Documents relevant to the appointment of and remuneration payable to Mr. Vijay Chandok (DIN: 01545262) as the Managing Director & CEO of the Company are available for inspection at the Registered Office of the Company during business hours on any working day of the Company without payment of fee.
Item No. 11
The Board of Directors of the Company has, at its meeting held on April 23, 2019, based on the recommendation of the Nomination & Remuneration Committee (‘NRC’), approved modification in the remuneration payable to Ms. Shilpa Kumar (DIN: 02404667), for her tenure as the Managing Director & CEO of the Company for a period from April 1, 2019 to May 6, 2019. The NRC also approved the Performance Bonus for FY2019 payable to Ms. Shilpa Kumar (DIN: 02404667). The aforesaid proposed remuneration including performance bonus for FY2019 payable to Ms. Shilpa Kumar (DIN: 02404667) is subject to the approval of the Members of the Company.
Further, pursuant to the provision of Section 197 of the Companies Act, 2013 (‘the Act’), the details in this regard are set out in the Resolution at Item No. 11.
Stock Options:
Ms. Shilpa Kumar (DIN: 02404667), was granted 1,22,800 and 2,50,200 stock options for FY2018 and FY2019 respectively by the Company under ICICI Securities Limited - Employees Stock Option Scheme – 2017. She was also granted 51,900 stock options for FY2019 by ICICI Bank Limited under ICICI Bank Employees Stock Option Scheme - 2000. The stock option grants have a vesting schedule of three years, in the ratio of 30%:30%:40% starting one year from the date of the grant of the options.
As per the requirements of Secretarial Standard 2, issued by the Institute of Company Secretaries of India, please find appended in the Annexure forming part of the Notice, the required details of Ms. Shilpa Kumar (DIN: 02404667).
The Directors recommend the Resolution at Item No. 11 of the accompanying Notice as an Ordinary Resolution for approval of the Members of the Company.
Except Ms. Shilpa Kumar (DIN: 02404667) and her relatives, none of the other Directors, Key Managerial Personnel of the Company and their relatives are in any way concerned or interested, financially or otherwise in the passing of resolution set out at Item No. 11 of the accompanying Notice.
The terms and conditions stated in the resolution and information given as above may be treated as an abstract of the terms of contract under Section 190 (1) of the Act.
Documents relevant to the revision in remuneration to Ms. Shilpa Kumar (DIN: 02404667) are available for inspection at the Registered Office of the Company during business hours on any working day of the Company without payment of fee.
Item No. 12
The Board of Directors of the Company has, at its meeting held on April 23, 2019, based on the recommendation of the Nomination & Remuneration Committee, approved modification in the remuneration payable to Mr. Ajay Saraf (DIN: 00074885) with effect from April 1, 2019 along with the Performance Bonus for FY2019 subject to the approval of the Members of the Company.
Further, pursuant to the provision of Section 197 of the Companies Act, 2013 (‘the Act’), the details of revised remuneration of the Executive Director are set out in the Resolution at Item No. 12.
Stock Options:
Mr. Ajay Saraf (DIN: 00074885) was granted 53,900 and 1,99,600 stock options for FY2018 and FY2019 respectively by the Company under ICICI Securities Limited - Employees Stock Option Scheme – 2017. He was also granted 41,400 stock options for FY2019 by ICICI
14
Bank Limited under ICICI Bank Employees Stock Option Scheme - 2000. The stock option grants have a vesting schedule of three years, in the ratio of 30%:30%:40% starting one year from the date of the grant of the options.
As per the requirements of Secretarial Standard 2, issued by the Institute of Company Secretaries of India, please find appended in the Annexure forming part of the Notice, the required details of Mr. Ajay Saraf (DIN: 00074885).
The Directors recommend the Resolution at Item No. 12 of the accompanying Notice as an Ordinary Resolution for approval of the Members of the Company.
Except Mr. Ajay Saraf (DIN: 00074885) and his relatives, none of the other Directors, Key Managerial Personnel of the Company and their relatives are in any way concerned or interested, financially or otherwise in the passing of resolution set out at Item No. 12 of the accompanying Notice.
The terms and conditions stated in the resolution and information given as above may be treated as an abstract of the terms of contract under Section 190 (1) of the Act.
Documents relevant to the revision in remuneration to Mr. Ajay Saraf (DIN: 00074885) are available for inspection at the Registered Office of the Company during business hours on any working day of the Company without payment of fee.
Item No. 13
The Members of the Company at the Twenty-Third Annual General Meeting of the Company held on August 30, 2018 approved the payment of profit related commission of ` 7,50,000/- per annum (exclusive of applicable taxes) to each of the Independent Directors of the Company in proportion with their tenure, for the financial year ended March 31, 2018.
Pursuant to the provisions of Sections 149 (9), 197, 198 and other applicable provisions of the Companies Act, 2013 (‘the Act’) and the rules made thereunder and Regulation 17 (6) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors of the Company has, at its meeting held on April 23, 2019, based on the recommendation of the Nomination & Remuneration Committee, approved the payment of ` 10,00,000/- per annum for each financial year effective from the financial year ended March 31, 2019 onwards, in the form of profit related commission (exclusive of applicable taxes) to each of the Independent Directors of the Company in proportion to their tenure in the Company during the relevant financial year, subject to the approval of the Members.
The threshold limit prescribed under Section 197 of the Act is 1% of the net profits of the Company if there is a Managing Director or Whole-time Director and 3% of the net profits of the Company in any other case. However, sitting fees paid to the Independent Directors are outside the purview of the above limits.
Accordingly, the approval of the Members is now being sought for aforesaid payment of profit related commission to the Independent Directors of the Company in proportion with their tenure, for each financial year effective from financial year ended March 31, 2019 onwards, subject to availability of net profits at the end of each financial year. The total commission payable shall be within the limits as prescribed under Section 197 of the Act and shall not exceed 1% of the net profits of the Company computed in accordance with the manner laid down in Section 198 of the Act.
The Directors recommend the Resolution at Item No. 13 of the accompanying Notice as an Ordinary Resolution for approval of the Members of the Company.
Except Mr. Vinod Kumar Dhall (DIN: 02591373), Mr. Ashvin Parekh (DIN: 06559989), Mr. Subrata Mukherji (DIN: 00057492), Ms. Vijayalakshmi Iyer (DIN: 05242960) and their relatives, none of the other Directors, Key Managerial Personnel of the Company and their relatives are in any way concerned or interested, financially or otherwise in the passing of resolution at Item No. 13 of the accompanying Notice.
As per the requirements of Secretarial Standard 2, issued by the Institute of Company Secretaries of India, please find appended in the Annexure forming part of the Notice, the details of the Independent Directors who are entitled to profit related commission.
Documents relevant to the payment of profit related commission to the Independent Directors are available for inspection at the Registered Office of the Company during business hours on any working day of the Company without payment of fee.
By Order of the Board of DirectorsFor ICICI Securities Limited
Sd/-Raju Nanwani
Senior Vice President &Place: Mumbai Company SecretaryDate: May 23, 2019 FCS 4785
CIN: L67120MH1995PLC086241Website: www.icicisecurities.comRegistered Office:ICICI Centre, H. T. Parekh Marg,Churchgate, Mumbai – 400 020
15
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ions
hip
Co
mm
ittee
(Mem
ber
)C
orp
ora
te S
oci
al R
esp
ons
ibili
ty C
om
mitt
ee (M
emb
er)
Ris
k M
anag
emen
t Co
mm
ittee
(Mem
ber
)In
vest
men
t Co
mm
ittee
(Mem
ber
)C
om
mitm
ent C
om
mitt
ee (M
emb
er)
IT R
isk
and
Info
rmat
ion/
Cyb
er S
ecur
ity C
om
mitt
ee (M
emb
er)
Rel
atio
nshi
p
with
o
ther
D
irec
tors
, M
anag
ers
and
o
ther
K
ey
Man
ager
ial
Pers
onn
el o
f the
Co
mp
any
No
ne
No
. of e
qui
ty s
hare
s he
ld in
the
Co
mp
any
as o
n d
ate
8,70
0 (O
ut o
f the
se, 2
00 e
qui
ty s
hare
s ar
e he
ld a
s a
No
min
ee o
f and
join
tly w
ith IC
ICI B
ank
Lim
ited
)
No
. o
f b
oar
d m
eetin
gs a
tten
ded
/ent
itled
to
att
end
dur
ing
the
year
6/6
Term
s an
d c
ond
itio
ns o
f ap
po
intm
ent
or
re-a
pp
oin
tmen
tIte
m N
o. 4
- R
e-ap
po
intm
ent a
s a
Dir
ecto
r, lia
ble
to r
etir
e b
y ro
tatio
n.Ite
m N
o. 1
2 -
No
t Ap
plic
able
Det
ails
of r
emun
erat
ion
last
dra
wn
Bas
ic S
alar
y -
` 98
,60,
400/
-
Allo
wan
ces
- `
1,20
,68,
952/
-. A
llow
ance
s in
clud
e ho
use
rent
allo
wan
ce,
runn
ing
and
mai
nten
ance
exp
ense
s o
f ca
r (in
clud
ing
fuel
, re
pai
rs a
nd m
aint
enan
ce,
insu
ranc
e, d
rive
r’s
sala
ry),
leav
e tr
avel
allo
wan
ce, c
onv
eyan
ce, p
erso
nal p
ay, m
edic
al r
eim
bur
sem
ent o
f ` 1
5,00
0/-
per
ann
um.
Perf
orm
ance
Bo
nus
- 7
8,12
,332
/-. I
n th
e ev
ent t
he q
uant
um o
f bo
nus
exce
eds
50%
of t
ota
l fix
ed p
ay, 6
0% o
f the
bo
nus
is p
aid
up
fro
nt a
nd b
alan
ce 4
0% is
def
erre
d
to b
e p
aid
eq
ually
ove
r th
e ne
xt t
hree
yea
rs in
acc
ord
ance
with
the
co
mp
ensa
tion
po
licy.
Per
form
ance
bo
nus
of
` 1,
30,2
0,55
4/-
was
ap
pro
ved
by
the
Bo
ard
fo
r FY
2018
on
Ap
ril 1
4, 2
018.
The
bo
nus
amo
unt o
f ` 7
8,12
,332
/- is
the
upfr
ont
bo
nus
amo
unt (
i.e. 6
0% o
f ` 1
,30,
20,5
54/-
) fo
r FY
2018
whi
ch w
as p
aid
on
Ap
ril 3
0, 2
018.
In
ad
diti
on
to th
is a
bo
ve m
entio
ned
am
oun
t, he
was
als
o p
aid
the
def
erre
d tr
anch
es o
f bo
nus
app
rove
d in
the
pre
vio
us y
ears
.
Co
ntri
but
ion
to p
rovi
den
t fun
d -
` 1
1,83
,248
/-
Co
ntri
but
ion
to g
ratu
ity fu
nd -
` 8
,21,
376/
-
Perq
uisi
tes
- Per
qui
site
s lik
e o
ne c
lub
mem
ber
ship
, gro
up li
fe in
sura
nce
cove
r o
f ` 1
.25
Cro
re, p
erso
nal a
ccid
ent c
ove
r o
f ` 3
.6 C
rore
, Co
mp
any
pro
vid
ed c
ar in
line
w
ith G
roup
ben
efits
po
licy,
med
ical
insu
ranc
e fo
r ho
spita
lisat
ion
cove
rage
for
self
and
dep
end
ants
of `
4 L
ac p
er a
nnum
, do
mic
iliar
y m
edic
al e
xpen
ses
for
self
and
d
epen
den
ts o
f ` 7
5,00
0/- p
er a
nnum
(out
of w
hich
` 1
5,00
0/- w
as a
lrea
dy
incl
uded
in th
e al
low
ance
s), l
eave
as
per
Co
mp
any
po
licy
and
chi
ldre
n sc
hola
rshi
p a
s p
er
emp
loye
es c
hild
ren
scho
lars
hip
sch
eme
of t
he C
om
pan
y.
Sto
ck O
ptio
ns -
53,
900
op
tions
gra
nted
by
the
Co
mp
any
und
er IC
ICI S
ecur
ities
Lim
ited
- E
mp
loye
es S
tock
Op
tion
Sch
eme
– 20
17 a
nd 1
,06,
400
op
tions
gra
nted
by
ICIC
I Ban
k Li
mite
d u
nder
ICIC
I Ban
k E
mp
loye
es S
tock
Op
tion
Sch
eme,
200
0.
Det
ails
of r
emun
erat
ion
soug
ht to
be
paid
As
set o
ut in
the
Res
olu
tion
at It
em N
o. 1
2 o
f the
No
tice.
16
2.
Mr.
Vin
od K
um
ar
Dhall (
DIN
: 02591373)
– Ite
m N
os.
6 a
nd 1
3
Nam
e o
f the
Dir
ecto
rM
r. V
ino
d K
umar
Dha
ll
Age
75 y
ears
Dat
e o
f fir
st a
pp
oin
tmen
t on
Bo
ard
Oct
ob
er 2
8, 2
014
Qua
lific
atio
n,
exp
erie
nce
&
natu
re
of
exp
ertis
eM
r. V
ino
d K
umar
Dha
ll is
an
Ind
epen
den
t Dir
ecto
r an
d C
hair
man
of t
he B
oar
d o
f Dir
ecto
rs o
f our
Co
mp
any.
He
was
in th
e In
dia
n A
dm
inis
trat
ive
Ser
vice
(IA
S) w
here
he
wo
rked
at v
ery
high
leve
ls in
go
vern
men
t, at
po
licy
as w
ell a
s ex
ecut
ive
leve
ls. A
s S
ecre
tary
, Min
istr
y o
f Co
rpo
rate
Aff
airs
, he
intr
od
uced
pat
h-b
reak
ing
refo
rms,
su
ch a
s en
actm
ent
of t
he C
om
pet
itio
n A
ct a
nd e
nhan
cing
co
rpo
rate
inso
lven
cy a
nd c
orp
ora
te g
ove
rnan
ce p
rovi
sio
ns. H
e se
t up
the
Ser
ious
Fra
uds
Inve
stig
atio
n O
ffic
e an
d in
itiat
ed t
he p
ione
erin
g E
-go
vern
ance
pro
ject
MC
A21
. He
has
long
exp
erie
nce
in e
cono
mic
and
ind
ustr
ial m
atte
rs a
nd r
egul
ato
ry e
xper
ienc
e in
clud
ing
as M
emb
er,
SE
BI
and
in
Insu
ranc
e. A
s C
hair
man
/CE
O o
f p
ublic
sec
tor
com
pan
ies,
he
has
dir
ect
com
mer
cial
exp
erie
nce.
He
also
wo
rked
ove
rsea
s w
ith U
nite
d
Nat
ions
org
aniz
atio
ns.
Mr.
Dha
ll is
rec
ogn
ised
as
one
of t
he le
adin
g In
dia
n ex
per
ts in
co
mp
etiti
on
po
licy
and
law
, and
is id
entif
ied
with
the
ori
gin
and
gro
wth
of t
he In
dia
n co
mp
etiti
on
law
. H
e w
as th
e fir
st M
emb
er a
nd C
hair
man
(act
ing)
of t
he C
om
pet
itio
n C
om
mis
sio
n o
f Ind
ia (C
CI).
He
set u
p th
e C
CI a
nd p
rep
ared
it fo
r its
late
r o
nero
us r
esp
ons
ibili
ties.
M
r. D
hall
has
an a
rran
gem
ent
with
rep
uted
law
fir
m P
latin
um P
artn
ers
to a
dvi
se c
lient
s o
n m
atte
rs r
elat
ing
to c
om
pet
itio
n la
w.
His
hig
hly
rega
rded
bo
ok
on
Co
mp
etiti
on
Law
is o
ne o
f the
firs
t bo
oks
on
the
sub
ject
in In
dia
.
He
is o
n th
e B
oar
ds
of D
irec
tors
of a
num
ber
of l
ead
ing
Co
mp
anie
s, a
nd is
/has
bee
n m
emb
er o
f var
ious
juri
es fo
r aw
ard
s in
are
as li
ke c
orp
ora
te s
oci
al r
esp
ons
ibili
ty
and
co
rpo
rate
go
vern
ance
.
Oth
er D
irec
tors
hip
s1.
IC
ICI P
rud
entia
l Pen
sio
n Fu
nds
Man
agem
ent C
om
pan
y Li
mite
d2.
IC
ICI P
rud
entia
l Tru
st L
imite
d3.
Sch
neid
er E
lect
ric
Infr
astr
uctu
re L
imite
d4.
Ad
vani
Ho
tels
& R
eso
rts
(Ind
ia) L
imite
d5.
IC
ICI H
om
e Fi
nanc
e C
om
pan
y Li
mite
d
Cha
irm
ansh
ip/M
emb
ersh
ip
of
Co
mm
ittee
s in
co
mp
anie
s in
w
hich
p
osi
tion
of D
irec
tor
is h
eld
ICIC
I Sec
uriti
es L
imite
d:
No
min
atio
n &
Rem
uner
atio
n C
om
mitt
ee (M
emb
er)
Co
rpo
rate
So
cial
Res
po
nsib
ility
Co
mm
ittee
(Cha
irm
an)
ICIC
I Pru
den
tial P
ensi
on
Fund
s M
anag
emen
t Co
mp
any
Lim
ited
:B
oar
d R
isk
Man
agem
ent &
Aud
it C
om
mitt
ee (C
hair
man
)B
oar
d N
om
inat
ion
& R
emun
erat
ion
Co
mm
ittee
(Cha
irm
an)
ICIC
I Pru
den
tial T
rust
Lim
ited
:A
udit
Co
mm
ittee
(Mem
ber
)
Sch
neid
er E
lect
ric
Infr
astr
uctu
re L
imite
d:
Aud
it C
om
mitt
ee (C
hair
man
)N
om
inat
ion
and
Rem
uner
atio
n C
om
mitt
ee (M
emb
er)
Ad
vani
Ho
tels
& R
eso
rts
(Ind
ia) L
imite
d:
Aud
it C
om
mitt
ee (M
emb
er)
ICIC
I Ho
me
Fina
nce
Co
mp
any
Lim
ited
:B
oar
d G
ove
rnan
ce, N
om
inat
ion
& R
emun
erat
ion
Co
mm
ittee
(Cha
irm
an)
Co
rpo
rate
So
cial
Res
po
nsib
ility
Co
mm
ittee
(Mem
ber
)
Rel
atio
nshi
p
with
o
ther
D
irec
tors
, M
anag
ers
and
o
ther
K
ey
Man
ager
ial
Pers
onn
el o
f the
Co
mp
any
No
ne
No
. of e
qui
ty s
hare
s he
ld in
the
Co
mp
any
as o
n d
ate
Nil
No
. o
f b
oar
d m
eetin
gs a
tten
ded
/ent
itled
to
att
end
dur
ing
the
year
5/6
Term
s an
d c
ond
itio
ns o
f ap
po
intm
ent
or
re-a
pp
oin
tmen
tIte
m N
o. 6
- R
e-ap
po
intm
ent a
s an
Ind
epen
den
t Dir
ecto
r o
f the
Co
mp
any,
no
t lia
ble
to r
etir
e b
y ro
tatio
n, fo
r a
seco
nd te
rm o
f fiv
e (5
) co
nsec
utiv
e ye
ars
with
eff
ect
fro
m O
cto
ber
28,
201
9 up
to O
cto
ber
27,
202
4.
Item
No
. 13
- N
ot A
pp
licab
le
Det
ails
of r
emun
erat
ion
last
dra
wn
Pro
fit r
elat
ed c
om
mis
sio
n o
f `
7,50
,000
/- p
er a
nnum
in p
rop
ort
ion
with
the
ten
ure
of
the
Dir
ecto
r, w
hich
is w
ithin
the
lim
its p
resc
rib
ed u
nder
Sec
tion
197
of
the
Co
mp
anie
s A
ct, 2
013.
Det
ails
of r
emun
erat
ion
soug
ht to
be
paid
Pro
fit r
elat
ed c
om
mis
sio
n o
f `
10,0
0,00
0/-
per
ann
um in
pro
po
rtio
n w
ith t
he t
enur
e o
f th
e D
irec
tor,
whi
ch is
with
in t
he li
mits
pre
scri
bed
und
er S
ectio
n 19
7 o
f th
e C
om
pan
ies
Act
, 201
3.
17
3.
Mr.
Anup B
agchi (D
IN:
00105962)
– Ite
m N
o. 7
Nam
e o
f the
Dir
ecto
rM
r. A
nup
Bag
chi
Age
49 y
ears
Dat
e o
f fir
st a
pp
oin
tmen
t on
Bo
ard
Oct
ob
er 1
1, 2
018
Qua
lific
atio
n,
exp
erie
nce
&
natu
re
of
exp
ertis
eM
r. A
nup
Bag
chi i
s an
Exe
cutiv
e D
irec
tor
on
the
Bo
ard
of I
CIC
I Ban
k Li
mite
d (‘
the
Ban
k’) s
ince
Feb
ruar
y 1,
201
7. P
rio
r to
this
, Mr.
Bag
chi w
as th
e M
anag
ing
Dir
ecto
r &
CE
O o
f IC
ICI S
ecur
ities
Lim
ited
. Und
er h
is le
ader
ship
, IC
ICI S
ecur
ities
Lim
ited
wo
n se
vera
l pre
stig
ious
aw
ard
s in
the
finan
cial
ser
vice
s sp
ace.
In h
is p
rese
nt ro
le in
ICIC
I Ban
k Li
mite
d, M
r. B
agch
i is
resp
ons
ible
for m
anag
ing
reta
il b
anki
ng, r
ural
and
incl
usiv
e b
anki
ng, t
reas
ury
cont
rol a
nd s
ervi
ces,
op
erat
ions
, in
fras
truc
ture
and
the
corp
ora
te b
rand
for
the
Ban
k. A
dd
itio
nally
, he
head
s th
e IC
ICI F
oun
dat
ion
for
Incl
usiv
e G
row
th, t
he C
SR
arm
of t
he IC
ICI G
roup
.
Mr.
Bag
chi j
oin
ed t
he IC
ICI G
roup
in 1
992
and
has
wo
rked
ext
ensi
vely
in t
he a
reas
of
reta
il b
anki
ng, c
orp
ora
te b
anki
ng a
nd t
reas
ury
and
inve
stm
ent
ban
king
. He
rep
rese
nts
the
ICIC
I Gro
up in
var
ious
reg
ulat
ory
co
mm
ittee
s o
f ke
y b
od
ies
such
as
RB
I and
SE
BI.
He
is a
mem
ber
of
RB
I’s E
xper
t C
om
mitt
ee o
n M
icro
, S
mal
l &
Med
ium
Ent
erp
rise
s an
d o
f SE
BI’s
Co
mm
ittee
on
Fina
ncia
l and
Reg
ulat
ory
Tec
hno
logi
es (C
FRT
) am
ong
oth
ers.
In t
he p
ast
too
, M
r. B
agch
i ha
s b
een
a m
emb
er i
n se
vera
l co
mm
ittee
s o
f va
rio
us o
rgan
isat
ions
. H
e w
as o
n th
e E
xecu
tive
Co
mm
ittee
of
Nat
iona
l S
ecur
ities
D
epo
sito
ry L
td.,
Ad
viso
ry C
om
mitt
ee o
f B
SE
Lim
ited
and
was
co
-Cha
irm
an o
f FI
CC
I’s C
apita
l M
arke
ts C
om
mitt
ee.
He
was
als
o a
mem
ber
of
SE
BI’s
Sec
ond
ary
Mar
kets
Ad
viso
ry C
om
mitt
ee, F
air M
arke
t Co
nduc
t Co
mm
ittee
and
Co
mm
ittee
on
Fina
ncia
l and
Reg
ulat
ory
Tec
hno
logi
es a
nd R
isk
Man
agem
ent R
evie
w C
om
mitt
ee.
Mr.
Bag
chi h
old
s a
po
st g
rad
uate
dip
lom
a in
man
agem
ent f
rom
the
Ind
ian
Inst
itute
of M
anag
emen
t, B
anga
lore
and
an
engi
neer
ing
deg
ree
fro
m th
e In
dia
n In
stitu
te
of T
echn
olo
gy, K
anp
ur. H
e ha
s b
een
hono
ured
with
‘The
Asi
an B
anke
r Pr
om
isin
g Yo
ung
Ban
ker
Aw
ard
’ and
‘Ind
ustr
y N
ewsm
aker
Aw
ard
’ by
Zee
Bus
ines
s.
Oth
er D
irec
tors
hip
s1.
IC
ICI B
ank
Lim
ited
2. C
om
m T
rad
e S
ervi
ces
Lim
ited
3. I
CIC
I Ho
me
Fina
nce
Co
mp
any
Lim
ited
4. I
CIC
I Pru
den
tial L
ife In
sura
nce
Co
mp
any
Lim
ited
5. I
CIC
I Pru
den
tial A
sset
Man
agem
ent C
om
pan
y Li
mite
d
Cha
irm
ansh
ip/M
emb
ersh
ip
of
Co
mm
ittee
s in
co
mp
anie
s in
w
hich
p
osi
tion
of D
irec
tor
is h
eld
ICIC
I Sec
uriti
es L
imite
d:
No
min
atio
n &
Rem
uner
atio
n C
om
mitt
ee (M
emb
er)
ICIC
I Ban
k Li
mite
d:
Cus
tom
er S
ervi
ce C
om
mitt
ee (M
emb
er)
Frau
d M
oni
tori
ng C
om
mitt
ee (M
emb
er)
Sta
keho
lder
s R
elat
ions
hip
Co
mm
ittee
(Mem
ber
)C
om
mitt
ee o
f Exe
cutiv
e D
irec
tors
(Mem
ber
)C
om
mitt
ee fo
r Id
entif
icat
ion
of W
ilful
Def
aulte
rs/N
on
Co
-op
erat
ive
bo
rro
wer
s (M
emb
er)
Co
mm
ittee
of S
enio
r M
anag
emen
t (M
emb
er)
Ass
et L
iab
ility
Man
agem
ent C
om
mitt
ee (M
emb
er)
Co
rpo
rate
So
cial
Res
po
nsib
ility
Co
mm
ittee
(Mem
ber
)In
form
atio
n Te
chno
logy
Str
ateg
y C
om
mitt
ee (M
emb
er)
ICIC
I Pru
den
tial L
ife In
sura
nce
Co
mp
any
Lim
ited
:B
oar
d C
usto
mer
Ser
vice
& P
olic
yho
lder
s’ P
rote
ctio
n C
om
mitt
ee (M
emb
er)
Bo
ard
No
min
atio
n &
Rem
uner
atio
n C
om
mitt
ee (M
emb
er)
Str
ateg
y C
om
mitt
ee (M
emb
er)
ICIC
I Ho
me
Fina
nce
Co
mp
any
Lim
ited
:A
sset
Lia
bili
ty M
anag
emen
t Co
mm
ittee
(Cha
irm
an)
Co
mm
ittee
of D
irec
tors
(Cha
irm
an)
Man
agem
ent C
om
mitt
ee (C
hair
man
)A
udit
& R
isk
Man
agem
ent C
om
mitt
ee (M
emb
er)
Bo
ard
Go
vern
ance
, No
min
atio
n an
d R
emun
erat
ion
Co
mm
ittee
(Mem
ber
) R
elat
ions
hip
w
ith
oth
er
Dir
ecto
rs,
Man
ager
s an
d
oth
er
Key
M
anag
eria
l Pe
rso
nnel
of t
he C
om
pan
y
No
ne
No.
of e
quity
sha
res
held
in th
e C
ompa
ny
as o
n da
te
1,93
2
No
. o
f b
oar
d m
eetin
gs a
tten
ded
/ent
itled
to
att
end
dur
ing
the
year
3/4
Term
s an
d c
ond
itio
ns o
f ap
po
intm
ent
or
re-a
pp
oin
tmen
tA
pp
oin
tmen
t as
a N
on-
exec
utiv
e N
on-
ind
epen
den
t Dir
ecto
r, lia
ble
to r
etir
e b
y ro
tatio
n.
Det
ails
of r
emun
erat
ion
last
dra
wn
No
t Ap
plic
able
Det
ails
of r
emun
erat
ion
soug
ht to
be
paid
Nil
18
4.
Mr.
Pra
mod R
ao (
DIN
: 02218756)
– Ite
m N
o. 8
Nam
e o
f the
Dir
ecto
rM
r. Pr
amo
d R
ao
Age
45 y
ears
Dat
e o
f fir
st a
pp
oin
tmen
t on
Bo
ard
Oct
ob
er 1
1, 2
018
Qua
lific
atio
n,
exp
erie
nce
&
natu
re
of
exp
ertis
eM
r. Pr
amo
d R
ao jo
ined
ICIC
I Ban
k Li
mite
d (‘
ICIC
I Ban
k’) a
s its
Gro
up G
ener
al C
oun
sel o
n A
ugus
t 16,
201
8 an
d o
vers
ees
the
lega
l fun
ctio
n fo
r th
e IC
ICI g
roup
.
Prev
ious
ly, M
r. R
ao h
ad s
erve
d a
s G
ener
al C
oun
sel f
or
Citi
Ind
ia c
lust
er (J
uly
2013
till
mid
-Aug
ust
2018
), an
d w
as r
esp
ons
ible
for
the
Lega
l & S
ecre
tari
al fu
nctio
ns
with
in C
iti In
dia
clu
ster
(in
corp
ora
ting
Ban
glad
esh
& S
ri L
anka
). H
e al
so o
vers
aw C
iti S
ecur
ity &
Inve
stig
ativ
e S
ervi
ces
(CS
IS),
and
cha
ired
the
Citi
Ind
ia D
iver
sity
C
oun
cil a
nd w
as a
mem
ber
of v
ario
us in
tern
al m
anag
emen
t and
ove
rsig
ht c
om
mitt
ees.
Mr.
Rao
pre
vio
usly
wo
rked
with
Ind
usla
w,
a la
w f
irm
as
a re
sid
ent
par
tner
, o
vers
eein
g its
Ban
king
and
Fin
ance
pra
ctic
e. H
e jo
ined
Ind
usLa
w i
n 20
12 a
nd w
as
inst
rum
enta
l to
set
ting
up th
e fir
m’s
off
ice
in M
umb
ai.
Prio
r to
Ind
usla
w,
Mr.
Rao
wo
rked
with
IC
ICI
Ban
k fo
r o
ver
15 y
ears
. In
Aug
ust
1996
, he
join
ed t
he e
rstw
hile
Ind
ustr
ial C
red
it &
Inv
estm
ent
Co
rpo
ratio
n o
f In
dia
Li
mite
d (e
rstw
hile
ICIC
I, w
hich
sub
seq
uent
ly in
a r
ever
se m
erge
r b
ecam
e IC
ICI B
ank)
up
on
ob
tain
ing
B.A
.LL.
B (H
ons
) deg
ree
fro
m th
e N
atio
nal L
aw S
cho
ol o
f Ind
ia
Uni
vers
ity, B
anga
lore
(N
LSIU
) af
ter
a b
rief
stin
t at
Mul
la a
nd M
ulla
Cra
igie
Blu
nt &
Car
oe.
He
then
ro
se t
o b
eco
me
the
Gen
eral
Co
unse
l of
ICIC
I Ban
k in
Dec
emb
er
2005
and
ser
ved
in th
at c
apac
ity u
ntil
Ap
ril 2
012.
Dur
ing
the
cour
se o
f his
car
eer
at IC
ICI B
ank,
Mr.
Rao
has
ove
rsee
n th
e le
gal f
unct
ion
for
all s
egm
ents
of t
he B
ank.
D
urin
g hi
s tim
e th
ere,
he
also
ad
vise
d th
e B
oar
d o
f Dir
ecto
rs a
nd v
ario
us B
oar
d c
ons
titut
ed c
om
mitt
ees
and
ser
ved
on
the
Bo
ard
of D
irec
tors
of v
ario
us IC
ICI g
roup
co
mp
anie
s.
Mr.
Rao
is a
lso
a m
emb
er o
f the
Bo
ard
of D
irec
tors
of I
CIC
I Pru
den
tial T
rust
Lim
ited
and
ICIC
I Tru
stee
ship
Ser
vice
s Li
mite
d. M
r. R
ao a
lso
ser
ves
as a
mem
ber
of t
he
Lega
l & B
anki
ng O
per
atio
ns C
om
mitt
ee o
f In
dia
n B
anks
’ Ass
oci
atio
n (lB
A)
and
of
the
Nat
iona
l Co
mm
ittee
fo
r R
egul
ato
ry A
ffai
rs c
ons
titut
ed b
y th
e C
onf
eder
atio
n o
f Ind
ian
Ind
ustr
y (C
II).
Mr.
Rao
is th
e C
hair
man
of t
he F
und
Rai
sing
& R
eso
urce
Mo
bili
zatio
n C
om
mitt
ee o
f ID
IA -
Incr
easi
ng D
iver
sity
by
Incr
easi
ng A
cces
s –
an N
GO
ded
icat
ed to
ass
istin
g st
uden
ts fr
om
und
erp
rivi
lege
d b
ackg
roun
d e
nter
ing
pre
mie
r la
w s
cho
ols
in In
dia
. He
is a
lso
a m
emb
er o
f the
Go
vern
ing
Bo
ard
of t
he N
LSIU
Alu
mni
Ass
oci
atio
n.
Mr.
Rao
has
a d
eep
inte
rest
in L
awTe
ch, h
avin
g ad
vise
d/m
ento
red
and
ser
ved
on
the
Bo
ard
of D
irec
tors
of t
wo
suc
h st
artu
ps
in th
e la
st fe
w y
ears
.
Mr.
Rao
als
o p
artic
ipat
es in
and
co
ntri
but
es to
var
ious
law
and
reg
ulat
ory
ref
orm
initi
ativ
es o
f the
go
vern
men
t, re
gula
tors
and
ind
ustr
y fo
rum
s.
Oth
er D
irec
tors
hip
s1.
IC
ICI T
rust
eesh
ip S
ervi
ces
Lim
ited
2. I
CIC
I Pru
den
tial T
rust
Lim
ited
Cha
irm
ansh
ip/M
emb
ersh
ip
of
Co
mm
ittee
s in
co
mp
anie
s in
w
hich
p
osi
tion
of D
irec
tor
is h
eld
ICIC
I Sec
uriti
es L
imite
d:
Aud
it C
om
mitt
ee (M
emb
er)
Rel
atio
nshi
p
with
o
ther
D
irec
tors
, M
anag
ers
and
o
ther
K
ey
Man
ager
ial
Pers
onn
el o
f the
Co
mp
any
No
ne
No
. of e
qui
ty s
hare
s he
ld in
the
Co
mp
any
as o
n d
ate
Nil
No
. o
f b
oar
d m
eetin
gs a
tten
ded
/ent
itled
to
att
end
dur
ing
the
year
4/4
Term
s an
d c
ond
itio
ns o
f ap
po
intm
ent
or
re-a
pp
oin
tmen
tA
pp
oin
tmen
t as
a N
on-
exec
utiv
e N
on-
ind
epen
den
t Dir
ecto
r, lia
ble
to r
etir
e b
y ro
tatio
n.
Det
ails
of r
emun
erat
ion
last
dra
wn
No
t Ap
plic
able
Det
ails
of r
emun
erat
ion
soug
ht to
be
paid
Nil
19
5.
Mr.
Vijay C
handok (
DIN
: 01545262)
– Ite
m N
os.
9 a
nd 1
0
Nam
e o
f the
Dir
ecto
rM
r. V
ijay
Cha
ndo
k
Age
51 y
ears
Dat
e o
f fir
st a
pp
oin
tmen
t on
Bo
ard
May
7, 2
019
Qua
lific
atio
n,
exp
erie
nce
&
natu
re
of
exp
ertis
eM
r. V
ijay
Cha
ndo
k is
the
Man
agin
g D
irec
tor &
Chi
ef E
xecu
tive
Off
icer
of t
he C
om
pan
y. P
rio
r to
join
ing
the
Co
mp
any,
Mr.
Cha
ndo
k se
rved
as
the
Exe
cutiv
e D
irec
tor o
f IC
ICI B
ank
Lim
ited
(‘th
e B
ank’
), re
spo
nsib
le fo
r th
e In
tern
atio
nal B
anki
ng, S
mal
l and
Med
ium
Ent
erp
rise
s (S
ME
) bus
ines
ses,
glo
bal
mar
kets
and
co
mm
erci
al b
anki
ng
bus
ines
ses
of t
he B
ank.
He
also
ser
ved
as
a D
irec
tor
on
the
Bo
ard
s o
f IC
ICI B
ank
UK
PLC
and
ICIC
I Ban
k C
anad
a Lt
d.
Mr.
Cha
ndo
k ha
s b
een
with
the
ICIC
I Gro
up s
ince
199
3 an
d h
as w
ork
ed a
cro
ss c
orp
ora
te, r
etai
l and
rur
al b
anki
ng. U
nder
Mr.
Cha
ndo
k’s
lead
ersh
ip, t
he B
ank
wo
n nu
mer
ous
acc
ola
des
. He
also
ser
ved
as
Vic
e C
hair
man
of I
CIC
I Ho
me
Fina
nce
Co
mp
any
Lim
ited
fro
m A
pri
l 13,
200
9 to
Ap
ril 8
, 201
0.
Mr.
Cha
ndo
k ho
lds
a M
aste
r’s
deg
ree
in M
anag
emen
t Stu
die
s fr
om
Nar
see
Mo
njee
Inst
itute
of M
anag
emen
t Stu
die
s, M
umb
ai (N
MIM
S).
He
also
ho
lds
a B
ache
lor’
s d
egre
e in
Mec
hani
cal
Eng
inee
ring
fro
m t
he I
ndia
n In
stitu
te o
f Te
chno
logy
(B
anar
as H
ind
u U
nive
rsity
), Va
rana
si (
form
erly
IT-
BH
U).
In 2
017,
Mr.
Cha
ndo
k w
as
conf
erre
d w
ith a
Dis
tingu
ishe
d A
lum
nus
Aw
ard
fro
m N
MIM
S U
nive
rsity
.
Oth
er D
irec
tors
hip
sN
one
Cha
irm
ansh
ip/M
emb
ersh
ip
of
Co
mm
ittee
s in
co
mp
anie
s in
w
hich
p
osi
tion
of D
irec
tor
is h
eld
ICIC
I Sec
uriti
es L
imite
d:
Sta
keho
lder
s R
elat
ions
hip
Co
mm
ittee
(Mem
ber
)C
orp
ora
te S
oci
al R
esp
ons
ibili
ty C
om
mitt
ee (M
emb
er)
Ris
k M
anag
emen
t Co
mm
ittee
(Mem
ber
)In
vest
men
t Co
mm
ittee
(Cha
irm
an)
Co
mm
itmen
t Co
mm
ittee
(Cha
irm
an)
IT R
isk
and
Info
rmat
ion/
Cyb
er S
ecur
ity C
om
mitt
ee (C
hair
man
)
Rel
atio
nshi
p
with
o
ther
D
irec
tors
, M
anag
ers
and
o
ther
K
ey
Man
ager
ial
Pers
onn
el o
f the
Co
mp
any
No
ne
No
. of e
qui
ty s
hare
s he
ld in
the
Co
mp
any
as o
n d
ate
Nil
No
. o
f b
oar
d m
eetin
gs a
tten
ded
/ent
itled
to
att
end
dur
ing
the
year
No
t Ap
plic
able
Term
s an
d c
ond
itio
ns o
f ap
po
intm
ent
or
re-a
pp
oin
tmen
tIte
m N
o. 9
- A
pp
oin
tmen
t as
a D
irec
tor.
Item
No
. 10
- A
pp
oin
tmen
t as
the
Man
agin
g D
irec
tor
& C
EO
of
the
Co
mp
any
with
eff
ect
fro
m M
ay 7
, 201
9 to
May
6, 2
024.
Ref
er R
eso
lutio
n at
Item
No
. 10
of
the
No
tice
for
furt
her
det
ails
.
Det
ails
of r
emun
erat
ion
last
dra
wn
No
t Ap
plic
able
Det
ails
of r
emun
erat
ion
soug
ht to
be
paid
As
set o
ut in
the
Res
olu
tion
at It
em N
o. 1
0 o
f the
No
tice.
20
6.
Ms.
Shilpa K
um
ar
(DIN
: 02404667)
– Ite
m N
o. 1
1
Nam
e o
f the
Dir
ecto
rM
s. S
hilp
a K
umar
Age
52 y
ears
Dat
e o
f fir
st a
pp
oin
tmen
t on
Bo
ard
Mar
ch 4
, 201
4
Qua
lific
atio
n &
exp
erie
nce
Ms.
Shi
lpa
Kum
ar w
as t
he M
anag
ing
Dir
ecto
r &
CE
O o
f th
e C
om
pan
y til
l May
6,
2019
. S
he h
old
s a
po
st g
rad
uate
dip
lom
a in
man
agem
ent
fro
m I
ndia
n In
stitu
te
of
Man
agem
ent,
Cal
cutt
a. S
he h
as p
revi
ous
ly w
ork
ed w
ith IC
ICI B
ank
Lim
ited
fo
r o
ver
27 y
ears
in t
he a
reas
of
pla
nnin
g, p
roje
ct f
inan
ce,
corp
ora
te b
anki
ng a
nd
trea
sury
at
ICIC
I B
ank
Lim
ited
. S
he is
a m
emb
er o
f th
e S
eco
ndar
y M
arke
t A
dvi
sory
Co
mm
ittee
of
the
Sec
uriti
es a
nd E
xcha
nge
Bo
ard
of
Ind
ia a
nd t
he A
dvi
sory
C
om
mitt
ees
of B
SE
Lim
ited
and
Nat
iona
l Sto
ck E
xcha
nge
of I
ndia
Lim
ited
.
Oth
er D
irec
tors
hip
s 1.
IC
ICI S
ecur
ities
Pri
mar
y D
eale
rshi
p L
imite
d2.
The
Uga
r S
ugar
Wo
rks
Lim
ited
Cha
irm
ansh
ip/M
emb
ersh
ip
of
Co
mm
ittee
s in
co
mp
anie
s in
w
hich
p
osi
tion
of D
irec
tor
is h
eld
No
ne
Rel
atio
nshi
p
with
o
ther
D
irec
tors
, M
anag
ers
and
o
ther
K
ey
Man
ager
ial
Pers
onn
el o
f the
Co
mp
any
No
ne
No
. of e
qui
ty s
hare
s he
ld in
the
Co
mp
any
as o
n d
ate
200
(As
a N
om
inee
of a
nd jo
intly
with
ICIC
I Ban
k Li
mite
d)
No
. o
f b
oar
d m
eetin
gs a
tten
ded
/ent
itled
to
att
end
dur
ing
the
year
6/6
Term
s an
d c
ond
itio
ns o
f ap
po
intm
ent
or
re-a
pp
oin
tmen
tN
ot A
pp
licab
le
Det
ails
of r
emun
erat
ion
last
dra
wn
Bas
ic -
` 1
,26,
98,4
00/-
Allo
wan
ces
- ` 1
,66,
12,4
04/-
. Allo
wan
ces
incl
ude
hous
e re
nt a
llow
ance
, run
ning
and
mai
nten
ance
exp
ense
s of
car
(inc
ludi
ng fu
el, r
epai
rs a
nd m
aint
enan
ce, i
nsur
ance
, dr
iver
’s s
alar
y, e
tc.),
sup
eran
nuat
ion,
leav
e tr
avel
allo
wan
ce, c
onve
yanc
e, p
erso
nal p
ay, m
edic
al r
eim
burs
emen
t of `
15,
000/
- per
ann
um.
Perf
orm
ance
Bo
nus
- 9
2,66
,959
/-. I
n th
e ev
ent t
he q
uant
um o
f bo
nus
exce
eds
50%
of t
ota
l fix
ed p
ay, 6
0% o
f the
bo
nus
is p
aid
up
fro
nt a
nd b
alan
ce 4
0% is
def
erre
d
to b
e p
aid
eq
ually
ove
r th
e ne
xt t
hree
yea
rs in
acc
ord
ance
with
the
co
mp
ensa
tion
po
licy.
Per
form
ance
bo
nus
of
` 1,
54,4
4,93
1/-
was
ap
pro
ved
by
the
Bo
ard
fo
r FY
2018
on
Ap
ril 1
4, 2
018.
The
bo
nus
amo
unt o
f ` 9
2,66
,959
/- is
the
upfr
ont
bo
nus
amo
unt (
i.e. 6
0% o
f ` 1
,54,
44,9
31/-
) fo
r FY
2018
whi
ch w
as p
aid
on
Ap
ril 3
0, 2
018.
In
ad
diti
on
to th
is a
bo
ve m
entio
ned
am
oun
t, sh
e w
as a
lso
pai
d th
e d
efer
red
tran
ches
of b
onu
s ap
pro
ved
in th
e p
revi
ous
yea
r.
Co
ntri
but
ion
to p
rovi
den
t fun
d -
` 1
5,23
,808
/-
Co
ntri
but
ion
to g
ratu
ity fu
nd -
` 1
0,57
,777
/-
Perq
uisi
tes
- Pe
rqui
site
s (e
valu
ated
as
per
Inco
me-
tax
Rul
es,
whe
reve
r ap
plic
able
and
at
actu
al c
ost
to
the
Co
mp
any
in o
ther
cas
es)
like
the
Co
mp
any
pro
vid
ed
car
in li
ne w
ith G
roup
ben
efits
po
licy,
one
tim
e so
ft fu
rnis
hing
allo
wan
ce o
f up
to `
18,
00,0
00/-
for
a p
erio
d o
f fiv
e ye
ars,
tele
pho
ne a
nd in
tern
et u
sage
at r
esid
ence
o
r re
imb
urse
men
t o
f ex
pen
ses
in li
eu t
here
of,
1 cl
ub m
emb
ersh
ip,
gro
up li
fe in
sura
nce
cove
r o
f `
1.25
Cro
re,
per
sona
l acc
iden
t in
sura
nce
cove
r o
f `
4.5
Cro
re,
med
ical
insu
ranc
e fo
r ho
spita
lizat
ion
cove
rage
for s
elf a
nd d
epen
den
ts o
f 4
Lac
per
ann
um a
nd d
om
icili
ary
med
ical
exp
ense
s fo
r sel
f and
dep
end
ents
of
75,
000/
- p
er a
nnum
(o
ut o
f w
hich
` 1
5,00
0/-
was
alr
ead
y in
clud
ed in
the
allo
wan
ces)
, le
ave
as p
er C
om
pan
y p
olic
y an
d c
hild
ren
scho
lars
hip
as
per
em
plo
yees
chi
ldre
n sc
hola
rshi
p s
chem
e o
f the
Co
mp
any
and
5%
inte
rest
sub
sid
y fo
r ho
usin
g lo
an fo
r p
urch
ase
of r
esid
entia
l pro
per
ty u
p to
a m
axim
um v
alue
of `
8 C
rore
in M
umb
ai
(low
er li
mits
ran
ging
fro
m `
3.5
Cro
re -
` 4
.5 C
rore
for
oth
er c
ities
as
per
the
Gro
up p
olic
y).
Sto
ck O
ptio
ns -
1,2
2,80
0 o
ptio
ns g
rant
ed b
y th
e C
om
pan
y un
der
ICIC
I Sec
uriti
es L
imite
d -
Em
plo
yees
Sto
ck O
ptio
n S
chem
e –
2017
and
2,4
2,50
0 o
ptio
ns g
rant
ed
by
ICIC
I Ban
k Li
mite
d u
nder
ICIC
I Ban
k E
mp
loye
es S
tock
Op
tion
Sch
eme,
200
0.
Det
ails
of r
emun
erat
ion
soug
ht to
be
paid
As
set o
ut in
the
Res
olu
tion
at It
em N
o. 1
1 o
f the
No
tice.
21
7.
Mr.
Ash
vin
Pare
kh (
DIN
: 06559989)
– Ite
m N
o. 1
3
Nam
e o
f the
Dir
ecto
rM
r. A
shvi
n Pa
rekh
Age
66 y
ears
Dat
e o
f fir
st a
pp
oin
tmen
t on
Bo
ard
Aug
ust 2
5, 2
016
Qua
lific
atio
n &
exp
erie
nce
Mr.
Ash
vin
Pare
kh is
an
Ind
epen
den
t D
irec
tor
of
our
Co
mp
any.
He
is a
mem
ber
of
the
Inst
itute
of
Cha
rter
ed A
cco
unta
nts
of
Ind
ia. H
e ha
s ex
per
ienc
e in
bus
ines
s st
rate
gies
, co
rpo
rate
pla
nnin
g, in
stitu
tiona
l str
engt
heni
ng a
nd b
usin
ess
tran
sfo
rmat
ion
acro
ss in
dus
trie
s in
clud
ing
ban
king
, ins
uran
ce, p
ensi
on
and
cap
ital m
arke
ts
bo
th in
do
mes
tic a
nd g
lob
al m
arke
ts.
He
is c
urre
ntly
a d
irec
tor
on
the
bo
ard
of
ICIC
I Lo
mb
ard
Gen
eral
Insu
ranc
e C
om
pan
y Li
mite
d a
nd IC
ICI S
ecur
ities
Pri
mar
y D
eale
rshi
p L
imite
d a
nd a
des
igna
ted
par
tner
of A
shvi
n Pa
rekh
Ad
viso
ry S
ervi
ces
LLP.
Oth
er D
irec
tors
hip
s1.
IC
ICI L
om
bar
d G
ener
al In
sura
nce
Co
mp
any
Lim
ited
2. I
CIC
I Sec
uriti
es P
rim
ary
Dea
lers
hip
Lim
ited
Cha
irm
ansh
ip/M
emb
ersh
ip
of
Co
mm
ittee
s in
co
mp
anie
s in
w
hich
p
osi
tion
of D
irec
tor
is h
eld
ICIC
I Sec
uriti
es L
imite
d:
Aud
it C
om
mitt
ee (C
hair
man
)N
om
inat
ion
& R
emun
erat
ion
Co
mm
ittee
(Cha
irm
an)
Ris
k M
anag
emen
t Co
mm
ittee
(Mem
ber
)
ICIC
I Lo
mb
ard
Gen
eral
Insu
ranc
e C
om
pan
y Li
mite
d:
Aud
it C
om
mitt
ee (C
hair
man
)B
oar
d N
om
inat
ion
& R
emun
erat
ion
Co
mm
ittee
(Mem
ber
)S
trat
egy
Co
mm
ittee
(Mem
ber
)R
isk
Man
agem
ent C
om
mitt
ee (M
emb
er)
Polic
yho
lder
s Pr
ote
ctio
n C
om
mitt
ee (C
hair
man
)
ICIC
I Sec
uriti
es P
rim
ary
Dea
lers
hip
Lim
ited
:A
udit
Co
mm
ittee
(Cha
irm
an)
Bo
ard
No
min
atio
n &
Rem
uner
atio
n C
om
mitt
ee (M
emb
er)
Rel
atio
nshi
p
with
o
ther
D
irec
tors
, M
anag
ers
and
o
ther
K
ey
Man
ager
ial
Pers
onn
el o
f the
Co
mp
any
No
ne
No
. of e
qui
ty s
hare
s he
ld in
the
Co
mp
any
as o
n d
ate
Nil
No
. o
f b
oar
d m
eetin
gs a
tten
ded
/ent
itled
to
att
end
dur
ing
the
year
6/6
Term
s an
d c
ond
itio
ns o
f ap
po
intm
ent
or
re-a
pp
oin
tmen
tN
ot A
pp
licab
le
Det
ails
of r
emun
erat
ion
last
dra
wn
Pro
fit r
elat
ed c
om
mis
sio
n o
f `
7,50
,000
/- p
er a
nnum
in p
rop
ort
ion
with
the
ten
ure
of
the
Dir
ecto
r, w
hich
is w
ithin
the
lim
its p
resc
rib
ed u
nder
Sec
tion
197
of
the
Co
mp
anie
s A
ct, 2
013.
Det
ails
of r
emun
erat
ion
soug
ht to
be
paid
Pro
fit r
elat
ed c
om
mis
sio
n o
f `
10,0
0,00
0/-
per
ann
um in
pro
po
rtio
n w
ith t
he t
enur
e o
f th
e D
irec
tor,
whi
ch is
with
in t
he li
mits
pre
scri
bed
und
er S
ectio
n 19
7 o
f th
e C
om
pan
ies
Act
, 201
3.
22
8.
Mr.
Subra
ta M
ukherj
i (D
IN:
00057492)
– Ite
m N
o. 1
3
Nam
e o
f the
Dir
ecto
rM
r. S
ubra
ta M
ukhe
rji
Age
66 Y
ears
Dat
e o
f fir
st a
pp
oin
tmen
t on
Bo
ard
No
vem
ber
29,
201
7
Qua
lific
atio
n &
exp
erie
nce
Mr.
Sub
rata
Muk
herj
i is
an In
dep
end
ent
Dir
ecto
r o
f o
ur C
om
pan
y. H
e ho
lds
a b
ache
lor’
s d
egre
e in
art
s fr
om
the
Uni
vers
ity o
f M
umb
ai a
nd a
mas
ter’
s d
egre
e in
m
anag
emen
t stu
die
s fr
om
the
Uni
vers
ity o
f Mum
bai
. He
also
ho
lds
a m
aste
r’s
deg
ree
in a
cco
untin
g an
d fi
nanc
e fr
om
the
Lond
on
Sch
oo
l of E
cono
mic
s an
d P
olit
ical
S
cien
ce a
nd h
as c
om
ple
ted
the
exec
utiv
e p
rogr
am fr
om
the
Uni
vers
ity o
f Mic
higa
n, S
cho
ol o
f Bus
ines
s A
dm
inis
trat
ion.
He
has
pre
vio
usly
wo
rked
with
ICIC
I Ban
k Li
mite
d. H
e w
as th
e E
xecu
tive
Dir
ecto
r o
f IC
ICI L
imite
d fr
om
200
1 to
200
2. P
ost
mer
ger,
he w
as th
e E
xecu
tive
Dir
ecto
r o
f IC
ICI B
ank
Lim
ited
fro
m 2
002
to 2
004.
He
has
bee
n th
e M
anag
ing
Dir
ecto
r an
d C
hief
Exe
cutiv
e O
ffic
er o
f IC
ICI S
ecur
ities
Lim
ited
fro
m 2
004
to 2
007.
The
nam
e o
f IC
ICI S
ecur
ities
Lim
ited
was
cha
nged
to
IC
ICI S
ecur
ities
Pri
mar
y D
eale
rshi
p L
imite
d in
200
7. H
e w
as th
e C
hair
man
of t
he B
oar
d o
f Dir
ecto
rs o
f IC
ICI S
ecur
ities
Pri
mar
y D
eale
rshi
p L
imite
d fr
om
Aug
ust 2
007
to M
ay 2
009
and
the
Man
agin
g D
irec
tor
and
Chi
ef E
xecu
tive
Off
icer
of o
ur C
om
pan
y fr
om
Aug
ust 2
007
to J
anua
ry 2
009.
He
has
also
wo
rked
with
ICIC
I Fo
und
atio
n fo
r In
clus
ive
Gro
wth
as
Co
-Pre
sid
ent f
rom
Sep
tem
ber
201
0 to
Mar
ch 2
011
and
as
Pres
iden
t fro
m A
pri
l 201
1 to
Jul
y 20
14.
Oth
er D
irec
tors
hip
sN
one
Cha
irm
ansh
ip/M
emb
ersh
ip
of
Co
mm
ittee
s in
co
mp
anie
s in
w
hich
p
osi
tion
of D
irec
tor
is h
eld
ICIC
I Sec
uriti
es L
imite
d:
Aud
it C
om
mitt
ee (M
emb
er)
Ris
k M
anag
emen
t Co
mm
ittee
(Mem
ber
)
Rel
atio
nshi
p
with
o
ther
D
irec
tors
, M
anag
ers
and
o
ther
K
ey
Man
ager
ial
Pers
onn
el o
f the
Co
mp
any
No
ne
No
. of e
qui
ty s
hare
s he
ld in
the
Co
mp
any
as o
n d
ate
Nil
No
. o
f b
oar
d m
eetin
gs a
tten
ded
/ent
itled
to
att
end
dur
ing
the
year
6/6
Term
s an
d c
ond
itio
ns o
f ap
po
intm
ent
or
re-a
pp
oin
tmen
tN
ot A
pp
licab
le
Det
ails
of r
emun
erat
ion
last
dra
wn
Pro
fit r
elat
ed c
om
mis
sio
n o
f ` 2
,52,
740/
- fo
r hi
s te
nure
as
an In
dep
end
ent D
irec
tor
dur
ing
FY20
18, w
hich
was
with
in th
e lim
its p
resc
rib
ed u
nder
Sec
tion
197
of t
he
Co
mp
anie
s A
ct, 2
013.
Det
ails
of r
emun
erat
ion
soug
ht to
be
paid
Pro
fit r
elat
ed c
om
mis
sio
n o
f ` 1
0,00
,000
/- p
er a
nnum
whi
ch is
with
in th
e lim
its p
resc
rib
ed u
nder
Sec
tion
197
of t
he C
om
pan
ies
Act
, 201
3.
23
9.
Ms.
Vijayala
ksh
mi Iy
er
(DIN
: 05242960)
– Ite
m N
o. 1
3
Nam
e o
f the
Dir
ecto
rM
s. V
ijaya
laks
hmi I
yer
Age
64 Y
ears
Dat
e o
f fir
st a
pp
oin
tmen
t on
Bo
ard
No
vem
ber
29,
201
7
Qua
lific
atio
n &
exp
erie
nce
Ms.
Vija
yala
kshm
i Iye
r is
an
Ind
epen
den
t D
irec
tor
of
our
Co
mp
any.
She
ho
lds
po
st-g
rad
uatio
n d
egre
e in
Co
mm
erce
and
Eco
nom
ics
fro
m U
nive
rsity
of
Mum
bai
, Fe
llow
ship
of C
AIIB
of I
ndia
n In
stitu
te o
f Ban
king
and
Fin
ance
. She
has
pre
vio
usly
ser
ved
as
an E
xecu
tive
Dir
ecto
r o
f Cen
tral
Ban
k o
f Ind
ia a
nd th
e C
hair
per
son
and
M
anag
ing
Dir
ecto
r o
f Ban
k o
f Ind
ia. S
he w
as a
lso
a W
hole
Tim
e M
emb
er (F
inan
ce a
nd In
vest
men
t) in
the
IRD
AI.
Oth
er D
irec
tors
hip
s1.
Ad
itya
Bir
la C
apita
l Lim
ited
2. I
ndia
bul
ls V
entu
res
Lim
ited
3.
Yes
Tru
stee
Lim
ited
4. A
dity
a B
irla
AR
C L
imite
d5.
BFS
I Sec
tor
Ski
ll C
oun
cil o
f Ind
ia6.
Rel
igar
e E
nter
pri
ses
Lim
ited
7. M
agm
a Fi
nco
rp L
imite
d8.
Ari
hant
Sup
erst
ruct
ures
Lim
ited
9. L
& T
Infr
astr
uctu
re D
evel
op
men
t Pro
ject
s Li
mite
d
Cha
irm
ansh
ip/M
emb
ersh
ip
of
Co
mm
ittee
s in
co
mp
anie
s in
w
hich
p
osi
tion
of D
irec
tor
is h
eld
ICIC
I Sec
uriti
es L
imite
d:
Aud
it C
om
mitt
ee (M
emb
er)
Sta
keho
lder
s R
elat
ions
hip
Co
mm
ittee
(Cha
irp
erso
n)R
isk
Man
agem
ent C
om
mitt
ee (C
hair
per
son)
Rel
igar
e E
nter
pri
ses
Lim
ited
:A
udit
Co
mm
ittee
(Cha
irp
erso
n)N
om
inat
ion
and
Rem
uner
atio
n C
om
mitt
ee (M
emb
er)
Ris
k M
anag
emen
t Co
mm
ittee
(Mem
ber
)
Ad
itya
Bir
la C
apita
l Lim
ited
:A
udit
Co
mm
ittee
(Cha
irp
erso
n)S
take
hold
ers
Rel
atio
nshi
p C
om
mitt
ee (C
hair
per
son)
Ris
k M
anag
emen
t Co
mm
ittee
(Cha
irp
erso
n)
Ari
hant
Sup
erst
ruct
ure
Lim
ited
:S
take
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3.
ICICI SECURITIES LIMITEDCIN: L67120MH1995PLC086241
Registered Office: ICICI Centre, H. T. Parekh Marg, Churchgate, Mumbai - 400 020Tel.: 91 22 2288 2460/70; Fax: 91 22 2288 2455
Website: www.icicisecurities.com; E-mail: [email protected]
ATTENDANCE SLIP
I/We hereby record my/our presence at the Twenty-Fourth Annual General Meeting of ICICI Securities Limited to be held on Friday, August 2, 2019 at 2.30 p.m. (IST) at Rama & Sundri Watumull Auditorium, Kishinchand Chellaram College, Vidyasagar Principal K. M. Kundnani Chowk, 124, Dinshaw Wachha Road, Churchgate, Mumbai - 400 020.
Name of the Shareholder/Proxy (in Block Letters)
Shareholder’s Folio No./DP ID – Client ID No.
Signature of the Shareholder/Proxy
Notes:
1. Please write the Name, Folio No./DP ID-Client ID No. and sign this attendance slip and hand it over at the Attendance Verification Counter at the ENTRANCE OF THE MEETING HALL.
2. Only Member(s) or their Proxies with the attendance slip will be allowed entry to the Meeting.
Shareholders/Proxy holders are requested to tender their attendance slips (annexed to the Notice), along with a valid identity proof such as the PAN card, passport, AADHAAR card, at the registration counters at the venue of the Meeting and seek registration before entering the Meeting hall.
Only bonafide Shareholders/Proxy holders of the Company whose names appear on the Register of Members/Proxy holders, in possession of valid attendance slips duly filled and signed will be permitted to attend the Meeting. The Company reserves its right to take all steps as may be deemed necessary to restrict non-members from attending the Meeting.
3. Members holding shares in physical form are requested to advise the change in their address, if any, to Karvy Fintech Private Limited AT KARVY SELENIUM, TOWER - B, PLOT NO. 31 & 32, FINANCIAL DISTRICT, NANAKRAMGUDA, SERILINGAMPALLY MANDAL, HYDERABAD - 500 032 (UNIT: ICICI SECURITIES LIMITED), quoting their Folio No(s). Members holding shares in electronic form may update such details with their respective Depository Participant(s).
4. Members/Proxies are requested to bring this slip along with them as duplicate slips will not be issued at the venue of the Meeting.
5. Please read carefully the instructions given in the Notice of the Twenty-Fourth Annual General Meeting under the heading ‘Voting through electronic means’.
ICICI SECURITIES LIMITEDCIN: L67120MH1995PLC086241
Registered Office: ICICI Centre, H. T. Parekh Marg, Churchgate, Mumbai - 400 020Tel.: 91 22 2288 2460/70; Fax: 91 22 2288 2455
Website: www.icicisecurities.com; E-mail: [email protected]
Form No. MGT-11PROXY FORM
Twenty-Fourth Annual General MeetingFriday, August 2, 2019 at 2.30 p.m. (IST)
[Pursuant to section 105 (6) of the Companies Act, 2013 andrule 19 (3) of the Companies (Management and Administration) Rules, 2014]
CIN : L67120MH1995PLC086241
Name of the Company : ICICI Securities Limited
Registered Office : ICICI Centre, H. T. Parekh Marg, Churchgate, Mumbai - 400 020 Tel: 91 22 2288 2460/70; Fax: 91 22 2288 2455
Name of the Member(s):
Registered address:
E-mail Id:
Folio No.:
DP ID - Client ID No.:
I/We, being the member(s), holding …………….. shares of the above named company, hereby appoint
1. Name: …………………………………………………………………………………………………….....................................
Address: ……………………………………………………………………………………………………..................................
…………………………………………………………………………………………………………………...............................
E-mail Id: …………………………………………………………………………………………………….................................
Signature:…………………………………………………………………………......................................, or failing him/her
2. Name: …………………………………………………………………………………………………….....................................
Address: ……………………………………………………………………………………………….........................................
…………………………………………………………………………………………………………….......................................
E-mail Id: …………………………………………………………………………………………………….................................
Signature:…………………………………………………………………………......................................, or failing him/her
3. Name: ………………………………………………………………………………………………....................................…….
Address: ……………………………………………………………………………………………............................................
……………………………………………………………………………………………………….......................................……
E-mail Id: …………………………………………………………………………………………………….................................
Signature:……………………………………………………………………………….............................................................
as my/our Proxy to attend and vote (on poll) for me/us and on my/our behalf at the Twenty-Fourth Annual General Meeting of the Company to be held on Friday, August 2, 2019 at 2.30 p.m. (IST) at Rama & Sundri Watumull Auditorium, Kishinchand Chellaram College, Vidyasagar Principal K. M. Kundnani Chowk, 124, Dinshaw Wachha Road, Churchgate, Mumbai - 400 020 and at any adjournment thereof in respect of such resolutions as are indicated overleaf.
Sr. No.
Resolutions Optional*
Ordinary Business For Against
1. To receive, consider and adopt the Standalone Audited Financial Statements of the Company for the financial year ended March 31, 2019 together with the Reports of the Board of Directors and the Auditors thereon.
2. To receive, consider and adopt the Consolidated Audited Financial Statements of the Company for the financial year ended March 31, 2019 together with the Report of the Auditors thereon.
3. To confirm the payment of interim dividend and declare final dividend on equity shares for the financial year ended March 31, 2019.
4. Appointment of Mr. Ajay Saraf (DIN: 00074885), who retires by rotation and being eligible, offers himself for re-appointment.
5. Continuation of appointment of B S R & Co. LLP, Chartered Accountants, Statutory Auditors.
Special Business
6. Special Resolution for re-appointment of Mr. Vinod Kumar Dhall (DIN: 02591373) as an Independent Director of the Company.
7. Ordinary Resolution for appointment of Mr. Anup Bagchi (DIN: 00105962) as a Non-executive Director of the Company.
8. Ordinary Resolution for appointment of Mr. Pramod Rao (DIN: 02218756) as a Non-executive Director of the Company.
9. Ordinary Resolution for appointment of Mr. Vijay Chandok (DIN: 01545262) as a Director of the Company.
10. Ordinary Resolution for appointment of Mr. Vijay Chandok (DIN: 01545262) as the Managing Director & CEO of the Company and payment of remuneration.
11. Ordinary Resolution for revision in remuneration payable to Ms. Shilpa Kumar (DIN: 02404667).
12. Ordinary Resolution for revision in remuneration payable to Mr. Ajay Saraf (DIN: 00074885).
13. Ordinary Resolution for payment of profit related commission to the Independent Directors of the Company.
Signed this ……………………… day of ……………………… 2019
Signature of Member(s) ………………………………………………Affix` 1/-
Revenue Stamp
Signature of Proxy holder(s) …………………………………...........
Notes:
1. This form of proxy in order to be effective should be duly completed and deposited at the Registered Office of the Company, not less than 48 hours before the commencement of the Meeting.
2. For the Resolutions, Explanatory Statement and Notes, please refer to the Notice of the Twenty-Fourth Annual General Meeting.
3. *Itisoptionaltoputa‘√’intheappropriatecolumnagainsttheResolutionsindicatedintheBox.Ifyouleavethe‘For’or‘Against’column blank against any or all Resolutions, your Proxy will be entitled to vote in the manner as he/she thinks appropriate.
4. Please complete all details including details of member(s) in above box before submission.
Map of the venue of the AGM
Venue: Rama & Sundri Watumull Auditorium, Kishinchand Chellaram College, Vidyasagar Principal K. M. Kundnani Chowk, 124, Dinshaw Wachha Road, Churchgate, Mumbai - 400 020
THIS PA
GE HAS B
EEN LEFT
BLA
NK INTENTIO
NALLY
THIS PA
GE HAS B
EEN LEFT
BLA
NK INTENTIO
NALLY