Annual Report 2020-21

NOTICE

NOTICE

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 Annual Report 2020-21

NOTICE

NOTICE is hereby given that the Twenty-Seventh by RBI, M/s Khimji Kunverji & Co LLP, Chartered
Annual General Meeting of the Members of ICICI Bank Accountants (Registration No. 105146W/W100621)
Limited (the Bank/Company) will be held through Video be appointed as one of the Joint Statutory
Conferencing/Other Audio Visual Means (VC/OAVM) on Auditors of the Company, to hold office from the
Friday, August 20, 2021 at 3:00 p.m. IST to transact the conclusion of this Meeting till the conclusion of the
following business: Twenty-Eighth Annual General Meeting of the
Company at an overall remuneration of ` 40.0 million,
ORDINARY BUSINESS plus out-of-pocket expenses upto a maximum of
1. To receive, consider and adopt the standalone and ` 3.0 million to be allocated between M/s MSKA &
consolidated financial statements for the financial Associates and M/s Khimji Kunverji & Co LLP as
year ended March 31, 2021 together with the Reports may be mutually agreed between the Company and
of the Directors and the Auditors thereon. the Joint Statutory Auditors, depending upon their
respective scope of work and goods and services tax
2. To declare dividend on equity shares.
and such other tax(es) as may be applicable towards
3. To appoint a director in place of Mr. Sandeep Bakhshi audit fees for FY2022.
(DIN: 00109206), who retires by rotation and, being
eligible, offers himself for re-appointment. SPECIAL BUSINESS
4. To consider and, if thought fit, to pass, the following 6. To consider and, if thought fit, to pass, the following
Resolution as an Ordinary Resolution: Resolution as an Ordinary Resolution:


RESOLVED THAT pursuant to the provisions of 
RESOLVED THAT subject to the applicable provisions
Sections 139-142 and other applicable provisions, of the Companies Act, 2013 (the Act) and the rules
if any, of the Companies Act, 2013 read with the made thereunder, the Banking Regulation Act,
Companies (Audit and Auditors) Rules, 2014, as 1949 (including any statutory modification(s) or re-
may be applicable, the provisions of the Banking enactment(s) thereof for the time being in force) and
Regulation Act, 1949 and Reserve Bank of India (RBI) subject to the approval of Reserve Bank of India (RBI),
guidelines and pursuant to the approval granted by the revised remuneration on the following terms and
RBI, M/s MSKA & Associates, Chartered Accountants conditions for Mr. Sandeep Bakhshi (DIN: 00109206),
(Registration No. 105047W) be appointed as one Managing Director & Chief Executive Officer (MD &
of the Joint Statutory Auditors of the Company, to CEO), be and is hereby approved:
hold office from the conclusion of this Meeting till
Salary:
the conclusion of the Twenty-Eighth Annual General
Meeting of the Company at an overall remuneration ` 2,500,050 per month with effect from April 1, 2021
of ` 40.0 million, plus out-of-pocket expenses upto
Perquisites:
a maximum of ` 3.0 million to be allocated between
M/s MSKA & Associates and other Joint Statutory 
Perquisites (evaluated as per Income-tax Rules,
Auditors as may be mutually agreed between wherever applicable, and at actual cost to the Bank
the Company and the Joint Statutory Auditors, in other cases) such as the benefit of the Bank’s
depending upon their respective scope of work and furnished accommodation, gas, electricity, water
goods and services tax and such other tax(es) as may and furnishings, club fees, personal insurance, use
be applicable towards audit fees for FY2022. of car and telephone at residence or reimbursement
of expenses in lieu thereof, payment of income-tax
5. To consider and, if thought fit, to pass, the following
on perquisites by the Bank to the extent permissible
Resolution as an Ordinary Resolution:
under the Income-tax Act, 1961 and rules framed

RESOLVED THAT pursuant to the provisions of thereunder, medical reimbursement, leave and leave
Sections 139-142 and other applicable provisions, travel concession, education benefits, provident fund,
if any, of the Companies Act, 2013 read with the superannuation fund, gratuity and other retirement
Companies (Audit and Auditors) Rules, 2014, as benefits, in accordance with the scheme(s) and rule(s)
may be applicable, the provisions of the Banking applicable from time to time to retired wholetime
Regulation Act, 1949 and Reserve Bank of India (RBI) Directors of the Bank or the members of the staff. In
guidelines and pursuant to the approval granted line with the staff loan policy applicable to specified

2
 Annual Report 2020-21

NOTICE

grades of employees who fulfill prescribed eligibility enactment(s) thereof for the time being in force) and
criteria to avail loans for purchase of residential subject to the approval of Reserve Bank of India (RBI),
property, the wholetime Directors are also eligible for the revised remuneration on the following terms and
housing loans. conditions for Ms. Vishakha Mulye (DIN: 00203578),
Executive Director, be and is hereby approved:
Supplementary Allowance:
` 1,714,125 per month with effect from April 1, 2021 Salary:
` 2,140,870 per month with effect from April 1, 2021
Bonus:
An amount upto the maximum limit permitted under Perquisites:
the RBI guidelines or any modifications thereof, as 
Perquisites (evaluated as per Income-tax Rules,
may be determined by the Board or any Committee wherever applicable, and at actual cost to the Bank
thereof, based on achievement of such performance in other cases) such as the benefit of the Bank’s
parameters as may be laid down by the Board or any furnished accommodation, gas, electricity, water
Committee thereof, and subject to the approval of RBI and furnishings, club fees, personal insurance, use
and other approvals as may be necessary. of car and telephone at residence or reimbursement
of expenses in lieu thereof, payment of income-tax
Stock Options:
on perquisites by the Bank to the extent permissible
Stock options as may be granted by the Board under the Income-tax Act, 1961 and rules framed
Governance, Remuneration & Nomination Committee thereunder, medical reimbursement, leave and leave
from time to time subject to the approval of RBI. travel concession, education benefits, provident fund,
superannuation fund, gratuity and other retirement

RESOLVED FURTHER THAT the Board or any
benefits, in accordance with the scheme(s) and rule(s)
Committee thereof, be and is hereby authorised to
applicable from time to time to retired wholetime
decide the remuneration payable to Mr. Bakhshi and
Directors of the Bank or the members of the staff. In
his designation during his tenure as MD & CEO of the
Company, subject to the approval of Members and line with the staff loan policy applicable to specified
RBI, where applicable, from time to time. grades of employees who fulfill prescribed eligibility
criteria to avail loans for purchase of residential

RESOLVED FURTHER THAT in the event of absence property, the wholetime Directors are also eligible for
or inadequacy of net profits in any financial year, housing loans.
the remuneration payable to Mr. Bakhshi shall be
governed by Section II of Part II of Schedule V of the Supplementary Allowance:
Act and rules made thereunder, as amended from ` 1,520,817 per month with effect from April 1, 2021
time to time.
Bonus:

RESOLVED FURTHER THAT the Board (also deemed
An amount upto the maximum limit permitted under
to include any Committee of the Board) be and is
the RBI guidelines or any modifications thereof, as
hereby authorised to do all such acts, deeds, matters
may be determined by the Board or any Committee
and things including the power to settle all questions
thereof, based on achievement of such performance
or difficulties that may arise with regard to the
parameters as may be laid down by the Board or any
aforesaid resolution as it may deem fit and to execute
Committee thereof, and subject to the approval of RBI
any agreements, documents, instructions, etc. as
and other approvals as may be necessary.
may be necessary or desirable in connection with or
incidental to give effect to the aforesaid resolution. Stock Options:
7. To consider and, if thought fit, to pass, the following Stock options as may be granted by the Board
Resolution as an Ordinary Resolution: Governance, Remuneration & Nomination Committee
from time to time subject to the approval of RBI.

RESOLVED THAT subject to the applicable provisions
of the Companies Act, 2013 (the Act) and the rules 
RESOLVED FURTHER THAT the Board or any
made thereunder, the Banking Regulation Act, Committee thereof, be and is hereby authorised to
1949 (including any statutory modification(s) or re- decide the remuneration payable to Ms. Mulye and

3
 Annual Report 2020-21

NOTICE

her designation during her tenure as wholetime benefits, in accordance with the scheme(s) and rule(s)
Director of the Company, subject to the approval applicable from time to time to retired wholetime
of Members and RBI, where applicable, from time Directors of the Bank or the members of the staff. In
to time. line with the staff loan policy applicable to specified

RESOLVED FURTHER THAT in the event of absence grades of employees who fulfill prescribed eligibility
or inadequacy of net profit in any financial year, criteria to avail loans for purchase of residential
the remuneration payable to Ms. Mulye shall be property, the wholetime Directors are also eligible for
governed by Section II of Part II of Schedule V of the housing loans.
Act and rules made thereunder, as amended from
Supplementary Allowance:
time to time.
` 1,520,817 per month with effect from April 1, 2021

RESOLVED FURTHER THAT the Board (also deemed
to include any Committee of the Board) be and is Bonus:
hereby authorised to do all such acts, deeds, matters An amount upto the maximum limit permitted under
and things including the power to settle all questions the RBI guidelines or any modifications thereof, as
or difficulties that may arise with regard to the may be determined by the Board or any Committee
aforesaid resolution as it may deem fit and to execute thereof, based on achievement of such performance
any agreements, documents, instructions, etc. as
parameters as may be laid down by the Board or any
may be necessary or desirable in connection with or
Committee thereof, and subject to the approval of RBI
incidental to give effect to the aforesaid resolution.
and other approvals as may be necessary.
8. To consider and, if thought fit, to pass, the following
Resolution as an Ordinary Resolution: Stock Options:
Stock options as may be granted by the Board

RESOLVED THAT subject to the applicable provisions
Governance, Remuneration & Nomination Committee
of the Companies Act, 2013 (the Act) and the rules
from time to time subject to the approval of RBI.
made thereunder, the Banking Regulation Act,
1949 (including any statutory modification(s) or re- 
RESOLVED FURTHER THAT the Board or any
enactment(s) thereof for the time being in force) and Committee thereof, be and is hereby authorised to
subject to the approval of Reserve Bank of India (RBI), decide the remuneration payable to Mr. Batra and his
the revised remuneration on the following terms and designation during his tenure as wholetime Director
conditions for Mr. Sandeep Batra (DIN: 03620913), of the Company, subject to the approval of Members
Executive Director, be and is hereby approved: and RBI, where applicable, from time to time.
Salary: 
RESOLVED FURTHER THAT in the event of absence
` 2,140,870 per month with effect from April 1, 2021 or inadequacy of net profit in any financial year, the
remuneration payable to Mr. Batra shall be governed
Perquisites:
by Section II of Part II of Schedule V of the Act and

Perquisites (evaluated as per Income-tax Rules, rules made thereunder, as amended from time
wherever applicable, and at actual cost to the Bank to time.
in other cases) such as the benefit of the Bank’s
furnished accommodation, gas, electricity, water  ESOLVED FURTHER THAT the Board (also deemed
R
and furnishings, club fees, personal insurance, use to include any Committee of the Board) be and is
of car and telephone at residence or reimbursement hereby authorised to do all such acts, deeds, matters
of expenses in lieu thereof, payment of income-tax and things including the power to settle all questions
on perquisites by the Bank to the extent permissible or difficulties that may arise with regard to the
under the Income-tax Act, 1961 and rules framed aforesaid resolution as it may deem fit and to execute
thereunder, medical reimbursement, leave and leave any agreements, documents, instructions, etc. as
travel concession, education benefits, provident fund, may be necessary or desirable in connection with or
superannuation fund, gratuity and other retirement incidental to give effect to the aforesaid resolution.

4
 Annual Report 2020-21

NOTICE

9. To consider and, if thought fit, to pass, the following Stock Options:
Resolution as an Ordinary Resolution: Stock options as may be granted by the Board

RESOLVED THAT subject to the applicable Governance, Remuneration & Nomination Committee
provisions of the Companies Act, 2013 (the Act) and from time to time subject to the approval of RBI.
the rules made thereunder, the Banking Regulation 
RESOLVED FURTHER THAT the Board or any
Act, 1949 (including any statutory modification(s) or Committee thereof, be and is hereby authorised
re-enactment(s) thereof for the time being in force) to decide the remuneration payable to Mr. Bagchi
and subject to the approval of Reserve Bank of India and his designation during his tenure as wholetime
(RBI), the revised remuneration on the following terms Director of the Company, subject to the approval
and conditions for Mr. Anup Bagchi (DIN: 00105962), of Members and RBI, where applicable, from time
Executive Director, be and is hereby approved: to time.

Salary: 
RESOLVED FURTHER THAT in the event of absence

` 2,140,870 per month with effect from April 1, 2021 or inadequacy of net profit in any financial year, the
to January 31, 2022 remuneration payable to Mr. Bagchi shall be governed
by Section II of Part II of Schedule V of the Act
Perquisites: and rules made thereunder, as amended from time

Perquisites (evaluated as per Income-tax Rules, to time.
wherever applicable, and at actual cost to the Bank 
RESOLVED FURTHER THAT the Board (also deemed
in other cases) such as the benefit of the Bank’s to include any Committee of the Board) be and is
furnished accommodation, gas, electricity, water hereby authorised to do all such acts, deeds, matters
and furnishings, club fees, personal insurance, use and things including the power to settle all questions
of car and telephone at residence or reimbursement or difficulties that may arise with regard to the
of expenses in lieu thereof, payment of income-tax aforesaid resolution as it may deem fit and to execute
on perquisites by the Bank to the extent permissible any agreements, documents, instructions, etc. as
under the Income-tax Act, 1961 and rules framed may be necessary or desirable in connection with or
thereunder, medical reimbursement, leave and leave incidental to give effect to the aforesaid resolution.
travel concession, education benefits, provident fund,
superannuation fund, gratuity and other retirement 10. To consider and, if thought fit, to pass, the following
benefits, in accordance with the scheme(s) and rule(s) Resolution as an Ordinary Resolution:
applicable from time to time to retired wholetime 
RESOLVED THAT pursuant to the applicable
Directors of the Bank or the members of the staff. In provisions of the Companies Act, 2013 (the Act) and
line with the staff loan policy applicable to specified the rules made thereunder, the Banking Regulation
grades of employees who fulfill prescribed eligibility Act, 1949 (including any statutory modification(s)
criteria to avail loans for purchase of residential or re-enactment(s) thereof for the time being in
property, the wholetime Directors are also eligible for force) and subject to the approval of Reserve Bank
housing loans. of India (RBI), Mr. Anup Bagchi (DIN: 00105962), be
and is hereby re-appointed as a Wholetime Director
Supplementary Allowance:
(designated as Executive Director) of the Bank,

` 1,520,817 per month with effect from April 1, 2021 liable to retire by rotation, for a period of five years
till January 31, 2022 or date of retirement, whichever is earlier, effective
from February 1, 2022 on the following terms
Bonus:
and conditions:
An amount upto the maximum limit permitted under
the RBI guidelines or any modifications thereof, as Salary:
may be determined by the Board or any Committee ` 2,140,870 per month
thereof, based on achievement of such performance
parameters as may be laid down by the Board or any Perquisites:
Committee thereof, and subject to the approval of RBI 
Perquisites (evaluated as per Income-tax Rules,
and other approvals as may be necessary. wherever applicable, and at actual cost to the Bank

5
 Annual Report 2020-21

NOTICE

in other cases) such as the benefit of the Bank’s and things including the power to settle all questions
furnished accommodation, gas, electricity, water or difficulties that may arise with regard to the
and furnishings, club fees, personal insurance, use aforesaid resolution as it may deem fit and to execute
of car and telephone at residence or reimbursement any agreements, documents, instructions, etc. as
of expenses in lieu thereof, payment of income-tax may be necessary or desirable in connection with or
on perquisites by the Bank to the extent permissible incidental to give effect to the aforesaid resolution.
under the Income-tax Act, 1961 and rules framed
11. To consider and, if thought fit, to pass, the following
thereunder, medical reimbursement, leave and leave
Resolution as an Ordinary Resolution:
travel concession, education benefits, provident fund,
superannuation fund, gratuity and other retirement 
RESOLVED THAT in supersession of the Resolution
benefits, in accordance with the scheme(s) and rule(s) passed at the Twenty-Second Annual General
applicable from time to time to retired wholetime Meeting held on July 11, 2016 and pursuant to the
Directors of the Bank or the members of the staff. In relevant provisions of Sections 197 and 198 and
line with the staff loan policy applicable to specified other applicable provisions of the Companies Act,
grades of employees who fulfill prescribed eligibility 2013 read with the relevant rules made thereunder,
criteria to avail loans for purchase of residential the Securities and Exchange Board of India
property, the wholetime Directors are also eligible for (Listing Obligations and Disclosure Requirements)
housing loans. Regulations, 2015, the Banking Regulation Act,
1949 and the circulars and guidelines issued by the
Supplementary Allowance: Reserve Bank of India (RBI), in this regard, from time
` 1,520,817 per month to time, including the RBI circular dated April 26, 2021
on ‘Corporate Governance in Banks - Appointment
Bonus: of Directors and Constitution of Committees of the
An amount upto the maximum limit permitted under Board’ and any other applicable laws (including any
the RBI guidelines or any modifications thereof, as statutory amendment(s), modification(s), variation(s)
may be determined by the Board or any Committee or re-enactment(s) thereof, for the time being in force)
thereof, based on achievement of such performance and subject to other regulatory approvals as may be
parameters as may be laid down by the Board or any required, consent of the Members, be and is hereby
Committee thereof, and subject to the approval of RBI accorded to pay compensation in the form of fixed
and other approvals as may be necessary. remuneration of ` 2,000,000 per annum to each Non-
Executive Director (other than part-time Chairman
Stock Options: and the Director nominated by the Government of
Stock options as may be granted by the Board India), effective from April 1, 2021.
Governance, Remuneration & Nomination Committee 
RESOLVED FURTHER THAT the above fixed
from time to time subject to the approval of RBI. remuneration is in addition to the payment of sitting

RESOLVED FURTHER THAT the Board or any fees and reimbursement of expenses for attending
Committee thereof, be and is hereby authorised to the meetings of the Board of Directors and/or other
meetings to the Non-Executive Directors.
decide the remuneration payable to Mr. Bagchi and his
designation during his tenure as wholetime Director of 
RESOLVED FURTHER THAT the Board of Directors
the Company, subject to the approval of Members and of the Company (including the Board Governance,
RBI, where applicable, from time to time. Remuneration & Nomination Committee of the Board)
be and is hereby authorised to do all such acts,

RESOLVED FURTHER THAT in the event of absence
deeds, matters and things including deciding on the
or inadequacy of net profit in any financial year, the
manner of payment of remuneration, apportionment,
remuneration payable to Mr. Bagchi shall be governed
if any and settle all questions or difficulties that may
by Section II of Part II of Schedule V of the Act and
arise with regard to the aforesaid resolution as it may
rules made thereunder, as amended from time to time.
deem fit and to execute any agreements, documents,
RESOLVED FURTHER THAT the Board (also deemed instructions, etc. as may be necessary or desirable
to include any Committee of the Board) be and is in connection with or incidental to give effect to the
hereby authorised to do all such acts, deeds, matters aforesaid resolution.

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 Annual Report 2020-21

NOTICE

NOTES:
a. 
The relevant Explanatory Statement pursuant to f. 
Members holding shares in physical mode and
Section 102(1) of the Companies Act, 2013, in who have not updated their email addresses with
respect of Item Nos. 4 to 11 as set out in the Notice the Company are requested to update their email
is annexed hereto. The Board of Directors of the addresses by writing to the Company or 3i Infotech
Company considered and decided to include Item Limited, Registrar and Share Transfer Agent (R & T
Nos. 6 to 11 given above as Special Business in the Agent), Tower # 5, 3rd Floor, International Infotech
forthcoming Annual General Meeting (AGM) as they Park, Vashi Railway Station Complex, Vashi, Navi
are unavoidable in nature. Mumbai 400 703 along with the copy of signed
b. In view of the continuing Covid-19 pandemic, social request letter mentioning the name, address and folio
distancing being a norm to be followed and in number, self-attested copy of the PAN Card, copy of
compliance with the General Circular No. 14/2020 the share certificate (front and back) and self-attested
dated April 08, 2020, General Circular No.17/2020 copy of any document (eg.: Aadhaar Card, Driving
dated April 13, 2020, General Circular No. 20/2020 License, Election Identity Card, Passport). Members
dated May 05, 2020 General Circular No. 02/2021 holding shares in dematerialised mode are requested
dated January 13, 2021 issued by the Ministry of to register/update their email addresses with the
Corporate Affairs (MCA Circulars), the AGM of the relevant Depository Participants.
Bank will be held through Video Conferencing/Other
g. 
As the AGM will be held through VC/OAVM, the
Audio Visual Means (VC/OAVM).
requirement of providing the Route Map and
c. Pursuant to the General Circular No. 14/2020 dated Landmark for the AGM venue does not apply.
April 08, 2020, issued by the Ministry of Corporate
Affairs and the Circular No. SEBI/ HO/ CFD /CMD1/ INSTRUCTIONS FOR REMOTE E-VOTING
CIR/P/2020/79 dated May 12, 2020 and Circular No. h. 
Pursuant to the provisions of Section 108 of the
SEBI/HO/CFD/CMD2/CIR/P/2021/11 dated January 15, Companies Act, 2013 read with Rule 20 of the
2021 issued by the Securities and Exchange Board of Companies (Management and Administration)
India (SEBI), the physical attendance of the Members Rules, 2014 (as amended) and Regulation 44 of the
at the AGM has been dispensed with. Accordingly, the
Securities and Exchange Board of India (Listing
facility for appointment of proxies by the Members
Obligations & Disclosure Requirements) Regulations,
will not be available for the AGM and hence, the
2015 (as amended) and MCA Circulars, the Company
Proxy Form and Attendance Slip are not annexed to
is pleased to provide the Members the facility to
this Notice.
exercise their right to vote at the AGM by electronic
d. 
Corporate Members intending to appoint their means. The Company has appointed NSDL for
authorised representatives to participate in the facilitating voting through electronic means, as the
AGM are requested to send a certified copy of authorized agency.
the Board Resolution to the Company at
iciciagm@[Link]. The facility of casting votes by a Member using
remote e-voting as well as e-voting during the AGM
e. Annual Report 2020-21 and this Notice are being sent will be provided by NSDL.
only through electronic mode to those Members
whose email addresses are registered with the i. A person whose name is recorded in the Register
Company/Depository Participants. Members may of Members or in the Register of Beneficial Owners
note that the Annual Report 2020-21 and this Notice maintained by the Depositories as on the cut-off date
can also be accessed on the website of the Bank at i.e. Friday, August 13, 2021 only shall be entitled to
[Link] avail the facility of remote e-voting as well as e-voting
website of the Stock Exchanges i.e. BSE Limited during the AGM. The voting rights of the Members
and National Stock Exchange of India Limited shall be in proportion to their shares in the total paid-up
at [Link] and [Link] equity share capital of the Bank as on the cut-off date
respectively and on the website of the National Securities i.e. Friday, August 13, 2021, subject to the provisions
Depository Limited (NSDL) at [Link]. of the Banking Regulation Act, 1949, as amended.

7
 Annual Report 2020-21

NOTICE

j. A person who is not a Member as on the cut-off date disabled by NSDL for voting thereafter. Once the vote
should treat this Notice for information purpose only. on a resolution is cast by the Member, the Member
shall not be allowed to change it subsequently.
k. The Members attending the AGM and who have not
already cast their votes through remote e-voting shall n. The instructions for remote e-voting are as under:
be able to exercise their voting rights during the AGM.
Step 1: Access to NSDL e-Voting system
l. 
The Members who have cast their votes through
 ) Login method for e-Voting for Individual
A
remote e-voting prior to the AGM may also attend the
Shareholders holding securities in demat mode.
AGM but shall not be entitled to cast their votes again.
In terms of SEBI circular dated December 9, 2020
m. The remote e-voting period commences on Monday, on e-Voting facility provided by Listed Companies,
August 16, 2021 (9:00 a.m. IST) and ends on Thursday, Individual Shareholders holding securities in demat
August 19, 2021 (5:00 p.m. IST). During this period, mode are allowed to vote through their demat
the Members of the Bank, holding shares either in account maintained with Depositories and Depository
physical form or in dematerialised form, as on the cut- Participants. Shareholders are advised to update their
off date i.e. Friday, August 13, 2021 may cast their vote mobile number and email addresses in their demat
electronically. The remote e-voting module shall be accounts in order to access e-Voting facility.

Login method for Individual Shareholders holding securities in demat mode is given below:

Type of Shareholders Login Method

Individual Shareholders 1. 
If you are already registered for NSDL IDeAS facility, please visit the
holding securities in e-Services website of NSDL. Open web browser and type the following
demat mode with NSDL URL: [Link] either on a Personal Computer or on a mobile.
Once the home page of e-Services is launched, click on the “Beneficial Owner”
icon under “Login” which is available under “IDeAS” section. A new screen
will open. You will have to enter your User ID and Password. After successful
authentication, you will be able to see e-Voting services. Click on “Access to
e-Voting” under e-Voting services and you will be able to see e-Voting page.
Click on options available against company name or e-Voting service provider -
NSDL and you will be redirected to NSDL e-Voting website for casting your vote
during the remote e-Voting period or joining virtual meeting and e-Voting during
the meeting.
2. If the user is not registered for IDeAS e-Services, option to register is available
at [Link] Select “Register Online for IDeAS” Portal or click at
[Link]
3. Visit the e-Voting website of NSDL. Open web browser and type the following
URL: [Link] either on a Personal Computer or on a mobile.
Once the home page of e-Voting system is launched, click on the icon “Login”
which is available under ‘Shareholder/Member’ section. A new screen will open.
You will have to enter your User ID (i.e. your sixteen digit demat account number
held with NSDL), Password/OTP and a Verification Code as shown on the screen.
After successful authentication, you will be redirected to NSDL Depository site
wherein you can see e-Voting page. Click on options available against company
name or e-Voting service provider - NSDL and you will be redirected to e-Voting
website of NSDL for casting your vote during the remote e-Voting period or joining
virtual meeting and e-Voting during the meeting.

8
 Annual Report 2020-21

NOTICE

Type of Shareholders Login Method

Individual Shareholders 1. 
Existing users who have opted for Easi/Easiest, they can login through their
holding securities in User ID and Password. Option will be made available to reach e-Voting page
demat mode with Central without any further authentication. The URL for users to login to Easi/Easiest are
Depository Services [Link] or [Link] and click on
(India) Limited (CDSL) New System Myeasi.
2. After successful login of Easi/Easiest the user will be also able to see the E Voting
Menu. The Menu will have links of e-Voting service provider i.e. NSDL. Click on
NSDL to cast your vote.
3. 
If the user is not registered for Easi/Easiest, option to register is available at
[Link]
4. Alternatively, the user can directly access e-Voting page by providing demat Account
Number and PAN from a link in [Link] home page. The system will
authenticate the user by sending OTP on registered Mobile & Email as recorded in
the demat Account. After successful authentication, user will be provided links for
the respective ESP i.e. NSDL where the e-Voting is in progress.

Individual Shareholders You can also login using the login credentials of your demat account through your
(holding securities in Depository Participant registered with NSDL/CDSL for e-Voting facility. Once login,
demat mode) login you will be able to see e-Voting option. Once you click on e-Voting option, you will be
through their depository redirected to NSDL/CDSL Depository site after successful authentication, wherein you
participants can see e-Voting feature. Click on options available against company name or e-Voting
service provider-NSDL and you will be redirected to e-Voting website of NSDL for
casting your vote during the remote e-Voting period or joining virtual meeting & and
e-Voting during the meeting.

Members who are unable to retrieve User ID/Password are advised to use Forget User ID and Forget Password
option available at abovementioned website.
Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login
through Depository i.e. NSDL and CDSL:

Login type Helpdesk details

Individual Shareholders Members facing any technical issue in login can contact NSDL helpdesk by sending a
holding securities in request at evoting@[Link] or call at toll free no.: 1800-1020-990/1800-224-430
demat mode with NSDL

Individual Shareholders Members facing any technical issue in login can contact CDSL helpdesk by sending
holding securities in a request at [Link]@[Link] or contact at 022-23058738 or
demat mode with CDSL 022-23058542/43

B) Login Method for Shareholders other than 2. 

Once the home page of e-Voting system is
Individual Shareholders holding securities in demat launched, click on the icon “Login” which is
mode and Shareholders holding securities in available under ‘Shareholder/Member’ section.
physical mode.
3. 
A new screen will open. You will have to
How to Log-in to NSDL e-Voting website? enter your User ID, your Password/OTP and a
Verification Code as shown on the screen.
1. 
Open web browser and type the following
URL: [Link] either on a Alternatively, if you are registered for NSDL
Personal Computer or on a mobile. eservices i.e. IDEAS, you can log-in at

9
 Annual Report 2020-21

NOTICE

[Link] with your existing sent to you from NSDL from your
IDEAS login. Once you log-in to NSDL eservices mailbox. Open the email and open the
after using your log-in credentials, click on attachment i.e. pdf file. The password
e-Voting and you can proceed to Step 2 i.e. Cast to open the .pdf file is your 8 digit Client
your vote electronically. ID for NSDL account or last 8 digits
of Client ID for CDSL account or folio
4. Your User ID details are given below: number for shares held in physical
form. The .pdf file contains your ‘User
Manner of ID’ and your ‘initial password’.
holding shares i.e.
Your User ID is:
Demat (NSDL or (ii) If your email address is not registered,
CDSL) or Physical please follow steps mentioned below
For Members 8 Character DP ID followed in this Notice.
who hold shares by 8 Digit Client ID 6. 
If you are unable to retrieve or have not
in demat account received the “Initial password” or have
For example if your DP ID
with NSDL
is IN300*** and Client ID is forgotten your password:
12****** then your User ID
a) 
Click on “Forgot User Details/Password?”
is IN300***12******
(If you are holding shares in your demat
For Members 16 Digit Beneficiary ID account with NSDL or CDSL) option
who hold shares available on [Link].
For example if your
in demat account
Beneficiary ID is
with CDSL b) “Physical User Reset Password?” (If you are
12**************
holding shares in physical mode) option
then your User ID is
12************** available on [Link].

For Members EVEN Number followed by c) If you are still unable to get the password
holding shares in Folio Number registered by aforesaid two options, you can send a
Physical Form with the company request at evoting@[Link] mentioning
your demat account number/folio number,
  For example if folio number
your PAN, your name and your registered
is 001*** and EVEN is
116436 then User ID is address etc.
116436001*** d) Members can also use the OTP (One Time
Password) based login for casting the votes
5. Your password details are given below:
on the e-Voting system of NSDL.
a) If you are already registered for e-Voting,
7. 
After entering your password, tick on Agree
then you can use your existing password to
to “Terms and Conditions” by selecting on the
login and cast your vote.
check box.
b) If you are using NSDL e-Voting system for
8. Now, you will have to click on “Login” button.
the first time, you will need to retrieve the
‘initial password’ which was communicated 9. After you click on the “Login” button, Home page
to you. Once you retrieve your ‘initial of e-Voting will open.
password’, you need to enter the ‘initial Step 2: Cast your vote electronically on NSDL
password’ and the system will force you to e-Voting system.
change your password.
How to cast your vote electronically on NSDL e-Voting
c) How to retrieve your ‘initial password’? system?
(i) If your email ID is registered in your 1. After successful login at Step 1, you will be able
demat account or with the company, to see all the companies “EVEN” in which you
your ‘initial password’ is communicated are holding shares and whose voting cycle and
to you on your email ID. Trace the email General Meeting is in active status.

10
 Annual Report 2020-21

NOTICE

2. 
Select “EVEN” of company for which you INSTRUCTIONS FOR E-VOTING DURING THE AGM
wish to cast your vote during the remote o. The procedure for e-Voting during the AGM is same
e-Voting period. as the instructions mentioned above for remote
3. Now you are ready for e-Voting as the Voting e-voting.
page opens. p. 
Members who have not cast their votes on the
4. Cast your vote by selecting appropriate options Resolutions through remote e-Voting and are
i.e. assent or dissent, verify/modify the number otherwise not barred from doing so, shall be eligible
of shares for which you wish to cast your vote to vote through e-voting system during the AGM.
and click on “Submit” and also “Confirm” when q. Members who have voted through remote e-voting
prompted. will be eligible to attend the AGM. However, they will
5. 
Upon confirmation, the message “Vote cast not be eligible to vote during the AGM.
successfully” will be displayed.
INSTRUCTIONS FOR MEMBERS FOR ATTENDING
6. You can also take the printout of the votes cast THE AGM THROUGH VC/OAVM
by you by clicking on the print option on the r. Member will be provided with a facility to attend
confirmation page. the AGM through VC/OAVM through the NSDL
7. Once you confirm your vote on the resolution, e-Voting system. Members may access by following
you will not be allowed to modify your vote. the “Step 1: Access to NSDL e-Voting system” as
mentioned above. After successful login, you can see
Those Shareholders whose email addresses are not link of “VC/OAVM link” placed under “Join General
registered with the Company/Depositories, may send meeting” menu against Company name. You are
a request to evoting@[Link] for procuring User ID requested to click on VC/OAVM link placed under
and Password for e-Voting. Join General Meeting menu. The link for VC/OAVM
It is strongly recommended not to share your will be available in Shareholder/Member login where
password with any other person and take utmost the EVEN of Company will be displayed. Please note
care to keep your password confidential. Login that the Members who do not have the User ID and
to the e-voting website will be disabled upon Password for e-Voting or have forgotten the User ID
five unsuccessful attempts to key in the correct and Password may retrieve the same by following the
password. In such an event, you will need to go remote e-Voting instructions mentioned in this Notice
through the “Forgot User Details/Password?” or to avoid last minute rush.
“Physical User Reset Password?” option available on s. 
The Members can join the AGM in the VC/OAVM
[Link] to reset the password. mode 30 minutes before the scheduled time of the
In case of any queries or issues or grievances commencement of the Meeting by following the
pertaining to e-voting, Members may refer to Help/ procedure mentioned in this Notice.
FAQ’s section available at [Link] t. Members are encouraged to join the Meeting through
or call on toll free no.: 1800-1020-990/1800-224-430 Laptops for better experience.
or send a request at evoting@[Link] or contact
u. Members will be required to allow camera and use
Ms. Pallavi Mhatre, Manager, National Securities
internet with a good speed to avoid any disturbance
Depository Limited, Trade World, ‘A’ Wing, 4th Floor,
during the meeting.
Kamala Mills Compound, Senapati Bapat Marg, Lower
Parel, Mumbai 400 013, at pallavid@[Link] v. Please note that participants connecting from Mobile
or at telephone no.: +91-22-2499 4545. Alternatively, Devices or Tablets or through Laptop connecting
Members may also write to the Company Secretary via Mobile Hotspot may experience Audio/Video
of the Bank at investor@[Link] or contact at loss due to fluctuation in their respective network.
telephone no.: +91-22-2653 8900. It is therefore recommended to use stable Wi-Fi
or LAN Connection to mitigate any kind of
aforesaid glitches.

11
 Annual Report 2020-21

NOTICE

w. 
Members who need assistance before or during cc. 
As per the Income-tax Act, 1961 (the Act), as
the AGM with use of technology may contact amended by the Finance Act, 2020, dividend paid
Mr. Anubhav Saxena, Assistant Manager, National or distributed by Bank after April 1, 2020 shall be
Securities Depository Limited, at AnubhavS@[Link] taxable in the hands of the Shareholders. The Bank
or call on toll free no.: 1800-1020-990/1800-224-430. shall therefore be required to deduct tax at source
(TDS) at the prescribed rates at the time of making
x. The attendance of the Members attending the AGM
the payment of dividend to the Members. For details,
through VC/OAVM will be counted for the purpose
Members may refer to Annexure II appended to
of reckoning the quorum under Section 103 of the
this Notice.
Companies Act, 2013.
dd. Pursuant to the provisions of Sections 124 and 125
PROCESS TO EXPRESS VIEWS/SEEK of the Companies Act, 2013, the amounts of dividend
CLARIFICATIONS remaining unpaid or unclaimed for a period of seven
years from the date of its transfer to the Unpaid
y. As the AGM is being conducted through VC/OAVM,
Dividend Accounts of the Company are required to be
for the smooth conduct of proceedings of the
transferred to the Investor Education and Protection
AGM, Members are encouraged to send their
Fund (IEPF) established by the Central Government.
queries in advance mentioning their name, demat
Accordingly, the unclaimed dividend for the financial
account number/folio number, mobile number at
year ended March 31, 2013 was transferred to the IEPF
iciciagm@[Link] before 5.00 p.m. IST on
during financial year ended 2021. Further, as per the
Wednesday, August 18, 2021.
provisions of Section 124(6) of the Companies Act,
z. 
Members who would like to express their views 2013 read with the Investor Education & Protection
or ask questions during the AGM may register Fund Authority (Accounting, Audit, Transfer & Refund)
themselves as a speaker by sending email at Rules, 2016, the equity shares in respect of which the
iciciagm@[Link] mentioning their name, dividend has not been claimed for seven consecutive
demat account number/folio number, mobile number years have been transferred by the Company to the
between 9.00 a.m. IST on Monday, August 16, 2021 designated demat account of the IEPF Authority.
and 5.00 p.m. IST on Wednesday, August 18, 2021. ee. The unclaimed dividend for the financial year ended
Those Members who have registered themselves March 31, 2014 would accordingly be transferred to
as a speaker will only be allowed to express their the IEPF in August 2021. The corresponding shares
views/ask questions during the AGM. The Company along with the unclaimed dividend would also be
reserves the right to restrict the number of speakers transferred to the demat account of the IEPF Authority.
depending on the availability of time for the AGM.
ff. Members who have not yet encashed their dividend
warrant(s) for the financial year ended March 31, 2015
DIVIDEND AND TRANSFER TO INVESTOR
and subsequent years are requested to submit their
EDUCATION & PROTECTION FUND RELATED
claims to the R & T Agent of the Company without
INFORMATION
any delay.
aa. 
The Record Date for determining the names of
members eligible for dividend on equity shares, if VOTING RESULTS & SCRUTINIZER RELATED
declared at the AGM, is July 30, 2021. INFORMATION
bb. Dividend for the year ended March 31, 2021, at the gg. 
Mr. Alwyn D’Souza of Alwyn D’ Souza & Co.,
rate of ` 2 per fully paid-up equity share of ` 2 each, Practising Company Secretaries or failing him Mr. Jay
as recommended by the Board of Directors, will be D’Souza of Jay D’Souza & Co., Practising Company
paid/despatched after the same is approved at the Secretaries has been appointed as the Scrutinizer to
AGM to those Members, holding equity shares in scrutinize the remote e-voting process as well as the
e-voting process during the AGM in a fair and
physical form, whose names appear in the Register of
transparent manner.
Members of the Bank and in respect of equity shares
held in electronic form to all beneficial owners as per hh. The Scrutinizer shall make a consolidated scrutinizer’s
the details furnished by the Depositories as on the report of the total votes cast in favour or against,
Record date i.e. as on the close of July 30, 2021. if any, to the Chairman or a person authorised by

12
 Annual Report 2020-21

NOTICE

him in writing, who shall countersign the same. The pp. Members holding shares in dematerialised form are
Chairman or a person authorised by him shall declare requested to intimate any change in their address or
the results of the voting forthwith. bank account details (including 9 digit MICR no. and
11 digit IFSC code no.) to their respective Depository
ii. 
The Results declared alongwith the Scrutinizer’s
Participants with whom they are maintaining demat
Report shall be displayed at the Registered
accounts. Members holding shares in physical form
Office as well as the Corporate Office of the
are requested to send a communication duly signed
Bank and uploaded on the website of the Bank at
by all the holder(s) intimating about the change of
[Link] as well as on the website of
address or bank account details (including 9 digit
NSDL at [Link]. The Results shall also
MICR no. and 11 digit IFSC code no.) to R & T Agent of
be simultaneously forwarded to the Stock Exchanges.
the Bank along with the self-attested copy of their PAN
GENERAL INFORMATION/GUIDELINES FOR Card(s), copy of the share certificate (front and back),
SHAREHOLDERS cancelled Cheque leaf and the self-attested copy
of the supporting documents (e.g.: Aadhaar Card,
jj. All the documents referred to in the accompanying
Driving License, Election Identity Card, Passport)
Notice and Explanatory Statements, shall be available
evidencing change in address.
for inspection through electronic mode, basis the
request being sent to iciciagm@[Link]. qq. Members holding shares in physical form, in identical
order of names, in more than one folio are requested
kk. 
During the AGM, the relevant statutory registers
to send to the Company or R & T Agent, the details
and documents shall be available for inspection
of such folios together with the share certificates
upon login at NSDL e-voting system at
for consolidating their holdings in one folio.
[Link]
A consolidated share certificate will be issued to such
ll. Institutional Shareholders (i.e. other than individuals, Members after making requisite changes.
HUF, NRI etc.) are required to send scanned copy (PDF/
rr. Members can avail the facility of nomination in respect
JPG Format) of the relevant Board Resolution/Authority
of shares held by them in physical form pursuant to
letter etc. with attested specimen signature of the duly
the provisions of Section 72 of the Companies Act,
authorised signatory(ies) who are authorised to vote,
2013. Members desiring to avail this facility may send
to the Scrutinizer by e-mail to [Link]@[Link]
their nomination in the prescribed Form No. SH-13
with a copy marked to evoting@[Link].
duly filled, to R & T Agent of the Company. Members
mm. 
Any person, who acquires shares of the Company holding shares in electronic form may contact
and becomes Member of the Company after the date their respective Depository Participants for availing
of sending of this Notice and holds shares as on the this facility.
cut-off date i.e. Friday, August 13, 2021 can cast the
vote by following the instructions as mentioned in
this Notice. By Order of the Board

nn. 
The required details in terms of Regulation 36(3)
Ranganath Athreya
of the Securities and Exchange Board of India Company Secretary
(Listing Obligations and Disclosure Requirements) ACS: 7356
Regulations, 2015 and Secretarial Standard on General
Meetings is provided in Annexure I to this Notice. Mumbai, July 15, 2021
CIN: L65190GJ1994PLC021012
oo. 
As per the SEBI mandate, securities of listed
Website: [Link]
companies can be transferred/traded only in
E-mail: investor@[Link]
dematerialised form. In view of this and to eliminate all
risks associated with physical shares and for ease of Registered Office: Corporate Office:
portfolio management, the Members holding shares ICICI Bank Tower ICICI Bank Towers
in physical form are requested to consider converting Near Chakli Circle Bandra-Kurla Complex
their holdings to dematerialised form. Members can Old Padra Road Mumbai 400 051
contact the Company or R & T Agent for assistance in Vadodara 390 007 Phone: 022-26538900
this regard. Phone: 0265-6722286 Fax: 022-26531230

13
 Annual Report 2020-21

NOTICE

EXPLANATORY STATEMENT UNDER SECTION of standalone financial statements and consolidated

102(1) OF THE COMPANIES ACT, 2013 financial statements in accordance with Companies Act,
2013, financial results in accordance with SEBI (Listing
Item Nos. 4 and 5 Obligations and Disclosure Requirements) Regulations,
M/s Walker Chandiok & Co LLP, Chartered Accountants 2015 (other than Q1-2022), Long Form Audit Report (LFAR),
(Registration No. 001076N/N500013) were re-appointed as audit of foreign branches of the Bank for FY2022 and other
Statutory Auditors of the Bank at the Twenty-Sixth Annual verification and certification requirements as per various
General Meeting (AGM) from the conclusion of that AGM regulatory guidelines. The limited review of financial
till the conclusion of the Twenty-Seventh AGM of the Bank results of the Bank for Q1-2022 is being conducted by
in line with the approval received from Reserve Bank of M/s Walker Chandiok & Co LLP, current statutory auditors.
India (RBI).
The audit fee payable to M/s MSKA & Associates and
M/s Walker Chandiok & Co LLP, Chartered Accountants, M/s Khimji Kunverji & Co LLP, amounts in aggregate
have been auditors of the Company for three consecutive to ` 40.0 million, plus reimbursement of out-of-pocket
years, which is the maximum term for statutory auditors expenses upto a maximum of ` 3.0 million and goods and
of banking companies as per the circular issued by RBI on services tax and such other tax(es) as may be applicable.
‘Guidelines for Appointment of Statutory Central Auditors
The Board recommends the Resolutions at Item Nos.
(SCAs)/Statutory Auditors (SAs) of Commercial Banks
4 and 5 of the accompanying Notice for approval of the
(excluding RRBs), UCBs and NBFCs (including HFCs)’,
Members of the Bank.
dated April 27, 2021. Hence they would be retiring at the
conclusion of the forthcoming AGM. None of the Directors, Key Managerial Personnel of the Bank
and their relatives are in any way concerned or interested,
As per the above-mentioned RBI guideline, the statutory
financially or otherwise in the passing of the Resolutions at
audit needs to be conducted under joint audit of a minimum
Item Nos. 4 and 5 of the accompanying Notice.
of two audit firms with effect from FY2022. Accordingly,
it is now proposed to appoint M/s MSKA & Associates, The copy of the approval granted by RBI will be made
Chartered Accountants (Registration No. 105047W) and available for inspection in electronic mode.
M/s Khimji Kunverji & Co LLP, Chartered Accountants
(Registration No. 105146W/W100621), as Joint Statutory Item Nos. 6 to 9
Auditors of the Bank from the conclusion of this AGM till The Bank has a compensation policy in line with the
the conclusion of the Twenty-Eighth AGM of the Bank. As guidelines issued by the Reserve Bank India (RBI). The total
per the requirement of the Companies Act, 2013 (the Act), compensation payable is a prudent mix of fixed pay and
M/s MSKA & Associates, Chartered Accountants and M/s variable pay. The fixed pay includes basic pay, allowances,
Khimji Kunverji & Co LLP, Chartered Accountants have perquisites, contribution towards superannuation/retirals
confirmed that the appointment, if made, would be within and any other form of benefits including reimbursable
the limits specified under Section 141(3)(g) of the Act perquisites with monetary ceilings. The variable pay
and they are not disqualified to be appointed as statutory includes share-linked instruments (including stock
auditors in terms of proviso to Section 139(1) and Sections options) or cash or a mix of cash and share-linked
141(2) and 141(3) of the Act and the provisions of the instruments (including stock options). The total variable
Companies (Audit and Auditors) Rules, 2014. pay is limited to a maximum percentage of fixed pay in
line with the guidelines issued by the RBI. The variable pay
Their appointment has been approved by RBI for a
is determined by the Board Governance, Remuneration &
period of one year and pursuant to the requirements
Nomination Committee and the Board of Directors after
of RBI guidelines, their appointment is required to be
evaluating performance vis-à-vis defined Key Performance
pre-approved on an annual basis. Hence their
Indicators which comprise various aspects including
appointment is presently proposed from the conclusion
financial performance, asset quality, risk management and
of this AGM till the conclusion of the Twenty-Eighth
compliance and stakeholder relationships. The fixed and
AGM and thereafter would be placed for approval of the
variable pay of the Wholetime Directors is subject to the
Members on an annual basis subject to the approval of
approval of RBI. The Bank has put in place the provisions
the RBI, upto the conclusion of the Thirtieth AGM.
with respect to Malus and/or Clawback on part or all of
The terms of appointment of M/s MSKA & Associates the variable pay including unvested/vested/paid deferred
and M/s Khimji Kunverji & Co LLP, cover statutory audit variable pay.

14
 Annual Report 2020-21

NOTICE

In line with the above and based on the recommendation 2013 (“the Act”) and has given his consent to act as a
of the Board Governance, Remuneration & Nomination Director of the Bank.
Committee and subject to the approval of RBI and the
In terms of Section 160 of the Act, the Company has
Members, the Board at its Meeting held on April 24, 2021
approved (a) revision in Salary to ` 2,500,050 per month to received notice in writing from a Member signifying
Mr. Sandeep Bakhshi and ` 2,140,870 per month each to the intention to propose the candidature of Mr. Bagchi
Ms. Vishakha Mulye, Mr. Sandeep Batra and Mr. Anup for the office of Director on conclusion of his term on
Bagchi with effect from April 1, 2021 and (b) revision in January 31, 2022.
Supplementary allowance to ` 1,714,125 per month to The required details in terms of Regulation 36(3) of the
Mr. Sandeep Bakhshi and ` 1,520,817 per month each to Securities and Exchange Board of India (Listing Obligations
Ms. Vishakha Mulye, Mr. Sandeep Batra and Mr. Anup and Disclosure Requirements) Regulations, 2015 and
Bagchi with effect from April 1, 2021. Secretarial Standard on General Meetings are provided in
The Board also at the same Meeting approved (a) payment Annexure I to this Notice.
of performance bonus of ` 22,756,545 to Mr. Bakhshi and The Board recommends the Resolution at Item No. 10 of
` 26,364,117 each to Ms. Mulye, Mr. Batra and Mr. Bagchi
the accompanying Notice for approval of the Members of
for FY2021, subject to RBI approval and (b) grant of
the Bank.
400,200 stock options each to Mr. Bakhshi, Ms. Mulye,
Mr. Batra and Mr. Bagchi for FY2021, subject to RBI approval. None of the Directors, Key Managerial Personnel of
the Bank and their relatives other than Mr. Bagchi and
The other components of remuneration have been
his relatives are concerned or interested, financially or
mentioned in the Resolutions at Item Nos. 6 to 9 of
otherwise, in the passing of this resolution.
this Notice.

The required details as per Secretarial Standard on General The terms and conditions relating to the re-appointment
Meetings are provided in Annexure I to this Notice. of Mr. Bagchi would be available for inspection in
electronic mode.
The Board recommends the Resolutions at Item Nos. 6 to 9
of the accompanying Notice for approval of the Members Item No. 11
of the Bank.
In line with the Reserve Bank of India (RBI) guidelines
None of the Directors, Key Managerial Personnel of the dated June 1, 2015, the Members at the Annual General
Bank and their relatives other than Mr. Bakhshi, Ms. Mulye, Meeting held on July 11, 2016, had approved the
Mr. Batra and Mr. Bagchi and their relatives are concerned payment of profit related commission upto ` 1,000,000
or interested, financially or otherwise, in the passing of each, per annum to the Non-Executive Directors (NEDs)
these resolutions. (excluding part-time Chairman and Director nominated by
Government of India) of the Bank effective from financial
Item No. 10 year ended March 31, 2016.
The term of appointment of Mr. Anup Bagchi as approved
RBI vide Circular no. RBI/2021-22/24 DOR. GOV. REC.8/29.
by the Members and Reserve Bank of India (RBI) would
67.001/2021-22 dated April 26, 2021 issued guidelines
conclude on January 31, 2022 which would be before the
on Corporate Governance in Banks - Appointment of
convening of the Annual General Meeting (AGM) in the
Directors and Constitution of Committees of the Board
year 2022. The Board at its Meeting held on April 24, 2021
(Revised RBI Guidelines). In terms of the Revised RBI
based on the recommendation of the Board Governance,
Guidelines, in addition to sitting fees and expenses related
Remuneration & Nomination Committee approved the
to attending meetings of the Board and its Committees as
re-appointment of Mr. Bagchi for a period of five years
per extant statutory norms/ practices, the Banks may pay
or date of retirement, whichever is earlier, effective from
compensation in the form of fixed remuneration to NEDs
February 1, 2022, subject to the approval of Members and
commensurate with an individual Director’s responsibilities
RBI. The details of remuneration have been mentioned in
and demands on time and which are considered sufficient
the Resolution at Item No. 10 of this Notice.
to attract qualified competent individuals. However, such
Mr. Bagchi is not disqualified from being appointed as a fixed remuneration for a NED (other than Chair of the
Director, in terms of Section 164 of the Companies Act, Board) shall not exceed ` 2,000,000 per annum.

15
 Annual Report 2020-21

NOTICE

Considering that every NED is devoting significant time All the Non-Executive Directors (other than the part-time
and shouldering considerable responsibilities both in Chairman and the Director nominated by Government
terms of their Board membership as well as in the critical of India) of the Bank and their relatives are concerned or
roles that they are playing in the effective functioning of interested in passing of this resolution. None of the other
the Board Committees as well and providing professional Directors, Key Managerial Personnel of the Bank and
expertise in their respective fields of specialization and their relatives are in any way concerned or interested,
considering the nature and complexity of the items of financially or otherwise in the passing of the Resolution at
business transacted at the Bank, the Board at its Meeting Item No. 11 of the accompanying Notice.
held on July 15, 2021, approved to pay compensation in
the form of fixed remuneration of ` 2,000,000 per annum
with effect from April 1, 2021 to each NED (excluding
the part-time Chairman and the Director nominated by By Order of the Board
Government of India), subject to approval of the Members
and such other regulatory approvals as may be required. Ranganath Athreya
The fixed remuneration will be paid at such frequency as Company Secretary
may be decided by the Board. ACS: 7356

The fixed remuneration is in addition to sitting fees and Mumbai, July 15, 2021
reimbursement of expenses for attending the meetings of CIN: L65190GJ1994PLC021012
the Board of Directors and/or other meetings. Website: [Link]
E-mail: investor@[Link]
As per the Secretarial Standard on General Meetings, the
required details of the NEDs who are entitled for fixed
Registered Office: Corporate Office:
remuneration are provided in Annexure I to this Notice.
ICICI Bank Tower ICICI Bank Towers
The Board recommends the Resolution at Item No. 11 of Near Chakli Circle Bandra-Kurla Complex
the accompanying Notice for approval of the Members of Old Padra Road Mumbai 400 051
the Bank in supersession of the resolution passed at the Vadodara 390 007 Phone: 022-26538900
Annual General Meeting held on July 11, 2016. Phone: 0265-6722286 Fax: 022-26531230

16
 Annual Report 2020-21

NOTICE

ANNEXURE I TO ITEM NOS. 6 TO 11 OF THE NOTICE

[Pursuant to Regulation 36(3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and Secretarial Standard on General Meetings issued by the Institute of Company
Secretaries of India]
Mr. Sandeep Bakhshi
Name of the Director Mr. Sandeep Bakhshi (DIN: 00109206)
Age 61 years 1 month
Date of first appointment on the Board The Board at its Meeting held on June 18, 2018 approved the appointment
of Mr. Sandeep Bakhshi as a Wholetime Director and Chief Operating
Officer (Designate). Reserve Bank of India (RBI) and Members approved
the said appointment effective July 31, 2018.
The Board at its Meeting held on October 4, 2018 approved the
appointment of Mr. Bakhshi as Managing Director and Chief Executive
Officer (MD & CEO) for a period of five years, subject to approval of
RBI and Members. RBI approved the appointment of Mr. Bakhshi as
MD & CEO for a period of three years effective October 15, 2018.
The Members at the Annual General Meeting held on August 9, 2019
approved the appointment of Mr. Bakhshi as MD & CEO of the Bank for a
period effective from October 15, 2018 upto October 3, 2023.
Brief resume including qualification and Mr. Sandeep Bakhshi is an Engineer and an MBA by profession.
experience Mr. Bakhshi joined ICICI Limited in the year 1986. Over the years he has
worked in various assignments at ICICI Limited, ICICI Lombard General
Insurance Company Limited, ICICI Bank Limited and ICICI Prudential Life
Insurance Company Limited.
He joined ICICI Bank on June 19, 2018 as Chief Operating Officer
(Designate) and was appointed as Managing Director and CEO of ICICI
Bank on October 15, 2018.
Expertise in specific functional areas Finance, Banking and Insurance
Other Directorships (as on June 30, 2021) None
Chairmanship/Membership of Committees ICICI Bank Limited
in Companies in which position of Director Credit Committee - Chairman
is held (as on June 30, 2021) Review Committee for identification of wilful defaulters/non co-operative
borrowers - Chairman
Customer Service Committee
Fraud Monitoring Committee
Committee of Executive Directors
Committee of Senior Management
Asset Liability Management Committee
Relationship with other Directors, Managers None
and other Key Managerial Personnel of the
Company
No. of equity shares held in the Company 5 equity shares
(as on June 30, 2021)
No. of board meetings attended during the year 12/12
Terms and conditions of appointment or Terms of remuneration as approved by RBI and Members from time to time.
re-appointment including remuneration Mr. Bakhshi voluntarily relinquished his fixed compensation of basic,
supplementary allowances and retirals for FY 2021 and was paid honorarium
fee of ` 1 for FY 2021.
The details of remuneration (including perquisites and retiral benefits) paid
to Mr. Bakhshi in FY 2021 is provided in the Directors’ Report.

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Ms. Vishakha Mulye

Name of the Director Ms. Vishakha Mulye (DIN: 00203578)
Age 52 years 5 months
Date of first appointment on the Board The Board at its Meeting held on November 16, 2015 approved the
appointment of Ms. Vishakha Mulye as a Wholetime Director (designated
as Executive Director) for a period of five years, subject to approval of
Reserve Bank of India (RBI) and Members. RBI and Members approved
the said appointment for five years effective January 19, 2016.
The Board at its Meeting held on May 9, 2020 and the Members at
the Annual General Meeting held on August 14, 2020 approved the
re-appointment of Ms. Mulye as Wholetime Director (designated as
Executive Director) of the Bank for a period of five years effective from
January 19, 2021, subject to the approval of RBI. RBI approved the
re-appointment of Ms. Mulye as an Executive Director of the Bank for a
period of three years effective from January 19, 2021.
Brief resume including qualification and Ms. Vishakha Mulye is an Executive Director on the Board of ICICI Bank
experience since January 2016. Ms. Mulye, a Chartered Accountant, has been with
the ICICI Group since 1993.
She is responsible for domestic and international Wholesale Banking
Group, Proprietary Trading Group, Markets Group and Transaction
Banking Group at the Bank.
Ms. Mulye chairs the Board of ICICI Bank Canada. She is also on the Board
of ICICI Lombard General Insurance Company Limited.
Ms. Mulye is a member of Aspen Institute’s ‘India Leadership Initiative’.
She was selected as ‘Young Global Leader’ in 2007 by the World Economic
Forum. She received the ‘India CFO Award’ in 2006 from IMA India for
‘Excellence in Finance in a Large Corporate’ and ‘CA Corporate Leader
Award’ in 2008 from the Institute of Chartered Accountants. In 2012, she
received the ‘GR8! Women Awards’ from the Indian Television Academy
for her contribution as an ‘Eminent Personality in the field of Banking’. In
2019, she was felicitated at News 18 Lokmat’s award ceremony ‘Mukta
Sanman’ for her work in the field of Business and Finance.
Ms. Mulye has featured in several power lists such as the ’Most Powerful
Women’ in Indian Business’ by Business Today and ‘Most Powerful
Women’ by Fortune India. She was also inducted into Business Today’s
’Hall of Fame’ after being featured seven times in a row in its power list.
Ms. Mulye has handled several responsibilities in the areas of strategy,
treasury & markets, proprietary equity investing and management of
long-term equity investments, structured finance, management of special
assets and corporate & project finance. She led the team that planned
and executed the merger of ICICI and ICICI Bank in 2002. She also led
the team which negotiated and concluded the merger of erstwhile Sangli
Bank with ICICI Bank. From 2002 to 2005, she was responsible for the
Bank’s structured finance and global markets businesses, and its financial
institutions’ relationships. In 2005, she took over as the Group Chief
Financial Officer. In 2007, she was elevated to the Board of ICICI Lombard
General Insurance Company and in 2009, she assumed leadership of ICICI
Venture Funds Management Company as its MD & CEO.
Expertise in specific functional areas Banking, Investments and Finance

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Other Directorships (as on June 30, 2021) 1. ICICI Lombard General Insurance Company Limited
2. ICICI Bank Canada
3. UOFT India Foundation
Chairmanship/Membership of Committees ICICI Bank Limited
in Companies in which position of Director Credit Committee
is held (as on June 30, 2021)
Committee of Executive Directors
Asset Liability Management Committee
Committee of Senior Management
Committee for Identification of Wilful Defaulters/Non Co-operative
Borrowers

ICICI Lombard General Insurance Company Limited

Risk Management Committee
Strategy Committee

ICICI Bank Canada

Board Governance & Remuneration Committee
Relationship with other Directors, Managers None
and other Key Managerial Personnel of the
Company
No. of equity shares held in the Company 1,028,037 equity shares including 1,925 equity shares as joint holder
(as on June 30, 2021)
No. of board meetings attended during the 11/12
year
Terms and conditions of appointment or Whole-time Director liable to retire by rotation. Terms of remuneration as
re-appointment including remuneration approved by RBI and Members from time to time.
Ms. Mulye voluntarily opted for a 10% salary reduction effective
May 1, 2020 in the basic salary, retirals and supplementary allowances
for FY2021.
The details of remuneration (including perquisites and retiral benefits)
paid to Ms. Mulye in FY2021 is provided in the Directors’ Report.

Mr. Sandeep Batra

Name of the Director Mr. Sandeep Batra (DIN: 03620913)
Age 55 years 6 months
Date of first appointment on the Board The Shareholders at the Annual General Meeting held on August 9, 2019
approved the appointment of Mr. Sandeep Batra as a Wholetime Director
(designated as an Executive Director) of the Bank for a period of five
years effective from May 7, 2019 or the date of receipt of approval from
Reserve Bank of India (RBI), whichever is later. RBI vide its letter dated
December 22, 2020 communicated its approval for the appointment of
Mr. Batra as an Executive Director of the Bank for a period of three years
from the date of his taking charge as an Executive Director. The Board of
Directors vide a circular resolution dated December 23, 2020 recorded
December 23, 2020 as the effective date of appointment and taking charge
by Mr. Batra as an Executive Director of the Bank.

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Brief resume including qualification and Mr. Sandeep Batra is an Executive Director on the Board of ICICI Bank
experience since December 23, 2020. Mr. Batra, a Chartered Accountant and a
Company Secretary, has been with the ICICI Group since 2000. He holds
responsibilities of the Corporate Centre at the Bank.
He is responsible for the Operations and Customer Service Group,
Human Resource Management Group, Technology Group, Legal
Group, Corporate Communications and Secretarial Group. He is also
administratively responsible for Risk function, Internal Audit and Financial
Crime Prevention Group and Compliance Group.
Mr. Batra chairs the Board of ICICI Bank UK PLC. He is also on the boards
of several ICICI Group companies – ICICI Prudential Life Insurance
Company Limited, ICICI Lombard General Insurance Company Limited,
ICICI Prudential Asset Management Company Limited and ICICI Venture
Funds Management Company Limited.
In his previous stint with ICICI Bank, Mr. Batra was Group Compliance
Officer. He has been a founder member of the ICICI Prudential Life
Insurance Company Limited where he worked as Chief Financial Officer
from September 2000 till 2006 and then as Executive Director and a
member of its Board from January 2014 till July 2018. At ICICI Prudential
Life Insurance Company Limited, he was responsible for finance,
investments, actuarial and risk, and compliance functions. He was
also instrumental in leading the company to India’s first IPO in the
insurance space.
Expertise in specific functional areas Accountancy, Banking, Finance, Risk Management, Business Management,
Insurance, Securities, Law and Governance
Other Directorships (as on June 30, 2021) 1. ICICI Prudential Life Insurance Company Limited
2. ICICI Lombard General Insurance Company Limited
3. ICICI Prudential Asset Management Company Limited
4. ICICI Venture Funds Management Company Limited
5. ICICI Bank UK PLC
6. Cheryl Advisory Private Limited
Chairmanship/Membership of Committees ICICI Bank Limited
in Companies in which position of Director Risk Committee
is held (as on June 30, 2021)
Information Technology Strategy Committee
Committee of Executive Directors
Committee of Senior Management
Asset Liability Management Committee
Committee for Identification of Wilful Defaulters/Non Co-operative
Borrowers

ICICI Prudential Life Insurance Company Limited

Board Audit Committee
Board Investment Committee
Board Nomination and Remuneration Committee
With Profits Committee

ICICI Lombard General Insurance Company Limited

Audit Committee
Board Nomination and Remuneration Committee Investment Committee

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ICICI Prudential Asset Management Company Limited

Audit and Risk Committee - Chairman
Committee of Directors - Chairman
Nomination and Remuneration Committee

ICICI Venture Funds Management Company Limited

Nomination and Remuneration Committee

ICICI Bank UK PLC

Board Governance Committee
Relationship with other Directors, Managers None
and other Key Managerial Personnel of the
Company
No. of equity shares held in the Company 100,000 equity shares
(as on June 30, 2021)
No. of board meetings attended during the 3/3
year
Terms and conditions of appointment or Whole-time Director liable to retire by rotation. Terms of remuneration as
re-appointment including remuneration approved by RBI and Members from time to time.
Mr. Batra voluntarily opted for a 10% salary reduction effective May 1,
2020 in the basic salary, retirals and supplementary allowances for FY2021.
The details of remuneration (including perquisites and retiral benefits)
paid to Mr. Batra in FY2021 is provided in the Directors’ Report.

Mr. Anup Bagchi

Name of the Director Mr. Anup Bagchi (DIN: 00105962)
Age 50 years 11 months
Date of first appointment on the Board The Board at its Meeting held on October 14, 2016 approved the
appointment of Mr. Anup Bagchi as a Wholetime Director (designated as
an Executive Director) for a period of five years effective February 1, 2017,
subject to approval of Reserve Bank of India (RBI) and Members.
RBI and Members have approved the said appointment for five years
effective February 1, 2017.
Brief resume including qualification and Mr. Anup Bagchi is an Executive Director on the Board of ICICI Bank since
experience February 1, 2017. He has a management degree from the Indian Institute
of Management, Bangalore and an engineering degree from the Indian
Institute of Technology, Kanpur. He has been with the ICICI Group since
1992. He holds the responsibilities for Retail Banking at the Bank.
He is responsible for the Retail Banking Group, Digital Channels and
Partnerships, Rural and Inclusive Banking Group, Data Sciences and
Analytics Group and the Corporate Brand Group for the Bank. He also
oversees retail products, remittances and NRI services for the International
Banking business.

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 Annual Report 2020-21

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He has represented the ICICI Group in various regulatory committees

of key bodies such as RBI and SEBI. He was a member of RBI’s Expert
Committee on Micro, Small & Medium Enterprises and of SEBI’s
Committee on Financial and Regulatory Technologies (CFRT). He was
in the Executive Committee of National Securities Depository Limited,
(NSDL), Advisory Committee of BSE Limited and was co Chairman of
FICCI’s Capital Markets Committee. He was also a member of SEBI’s
Secondary Markets Advisory Committee (SMAC), Fair Market Conduct
Committee and Committee on Financial and Regulatory Technologies and
Risk Management Review Committee.
He has been honoured with ‘The Asian Banker Promising Young Banker
Award’.
Mr. Bagchi has worked extensively in the areas of retail banking, corporate
banking and treasury and investment banking. Prior to his current role, he
was the Managing Director & CEO of ICICI Securities Limited. Under his
leadership, ICICI Securities won several prestigious awards.
Expertise in specific functional areas Retail & Rural and Inclusive Banking, Finance & Accountancy, Strategy
and Corporate Planning, Securities, Economics, Business Strategy,
Retail Broking, Information Technology, Corporate Banking, Investment
Banking, Treasury control and services, Financial Services and Business
Management
Other Directorships (as on June 30, 2021) 1. ICICI Home Finance Company Limited
2. ICICI Prudential Life Insurance Company Limited
3. ICICI Securities Limited
4. ICICI Prudential Asset Management Company Limited
5. Comm Trade Services Limited
Chairmanship/Membership of Committees ICICI Bank Limited
in Companies in which position of Director Stakeholders Relationship Committee
is held (as on June 30, 2021)
Corporate Social Responsibility Committee
Information Technology Strategy Committee
Customer Service Committee
Fraud Monitoring Committee
Committee of Executive Directors
Committee of Senior Management
Asset Liability Management Committee
Committee for Identification of Wilful Defaulters/Non Co-operative
Borrowers

ICICI Home Finance Company Limited

Asset Liability Management Committee - Chairman
Committee of Directors - Chairman
Management Committee - Chairman
Board Governance, Nomination and Remuneration Committee

ICICI Prudential Life Insurance Company Limited

Board Customer Service & Policyholders’ Protection Committee
Board Risk Management Committee Strategy Committee

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 Annual Report 2020-21

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ICICI Securities Limited

Nomination & Remuneration Committee

ICICI Prudential Asset Management Company Limited

Investment Committee - Chairman
Relationship with other Directors, Managers None
and other Key Managerial Personnel of the
Company
No. of equity shares held in the Company Nil
(as on June 30, 2021)
No. of board meetings attended during the 12/12
year
Terms and conditions of appointment or Whole-time Director liable to retire by rotation. Terms of remuneration as
re-appointment including remuneration approved by RBI and Members from time to time.
Mr. Bagchi voluntarily opted for a 10% salary reduction effective May 1,
2020 in the basic salary, retirals and supplementary allowances for FY2021.
The details of remuneration (including perquisites and retiral benefits)
paid to Mr. Bagchi in FY 2021 is provided in the Directors’ Report.

Mr. Hari L. Mundra

Name of the Director Mr. Hari L. Mundra (DIN: 00287029)
Age 71 years 8 months
Date of first appointment on the Board The Board at its Meeting held on October 26, 2018 approved the
appointment of Mr. Hari L. Mundra as an Additional Independent Director
of the Bank for five years effective from October 26, 2018 to October 25,
2023, subject to the approval of Members. The Members at the Annual
General Meeting held on August 9, 2019 approved the appointment of
Mr. Mundra as an Independent Director.
Brief resume including qualification and A rank holder both in B.A. Hons and M.B.A., Mr. Hari L. Mundra has
experience 50 years of extensive industrial experience, both in India and Indonesia.
He began his career in 1971 in Hindustan Unilever Limited and was the
youngest member of its Board as the Vice President and Executive Director
in charge of Exports at the time he left them in 1995. As a Management
Board Member of RPG Group, he was the Group Chief Financial Officer
as well as the President and Chief Executive of Carbon Black Business
till 2001. In 2002, he joined Wockhardt Group as the Executive Vice
Chairman. In 2003, he became the Deputy Managing Director and Finance
Director of Essar Oil and was responsible for its resurrection. Post his
superannuation, he has been the Senior Advisor to Hospira, USA for
their Indian acquisitions and the Global Financial Advisor to Wockhardt
Group for their turnaround. He has been the Visiting Professor at IIM,
Ahmedabad for the last 13 years. Deeply engaged with the social sector,
he led the turnaround of Indian Cancer Society and continues as its Hon
Chairman. He is also the Founder Vice President of another NGO viz
Society for Complementary Therapies.
Expertise in specific functional areas Banking, Finance, Corporate Law, Business Strategy, Economist, General
Management, Legal, Management and Taxation.

23
 Annual Report 2020-21

NOTICE

Other Directorships (as on June 30, 2021) 1. Tata Autocomp Systems Limited
Chairmanship/Membership of Committees ICICI Bank Limited
in Companies in which position of Director Stakeholders Relationship Committee - Chairman
is held (as on June 30, 2021) Credit Committee
Customer Service Committee
Review Committee for identification of willful defaulters/non co-operative
borrowers

Tata Autocomp Systems Limited

Audit Committee - Chairman
Nomination and Remuneration Committee
Relationship with other Directors, Managers None
and Key Managerial Personnel of the
Company
No. of equity shares held in the Company Nil
(as on June 30, 2021)
No. of board meetings attended during the 12/12
year
Terms and conditions of appointment or Appointed as an Independent Director for a term of five years effective
re-appointment including remuneration from October 26, 2018 to October 25, 2023.
During FY2021, Mr. Mundra was paid ` 4,400,000 as sitting fees and is
entitled to be paid profit related commission of ` 1,000,000 for FY2021.

Mr. Subramanian Madhavan

Name of the Director Mr. Subramanian Madhavan (DIN:06451889)
Age 64 years 8 months
Date of first appointment on the Board The Board approved the appointment of Mr. Subramanian Madhavan as
an Additional Independent Director of the Bank for five years effective
from April 14, 2019 to April 13, 2024, subject to the approval of Members.
The Members at the Annual General Meeting held on August 9, 2019
approved the appointment of Mr. Madhavan as an Independent Director.
Brief resume including qualification and Mr. Subramanian Madhavan is a fellow member of the Institute of Chartered
experience Accountants of India and holds a Post Graduate Diploma in Business
Management from the Indian Institute of Management, Ahmedabad. He
has around 38 years of experience in Accountancy, Economics, Finance,
Law, Information Technology, Human Resources, Risk Management and
Business Management. He started his career with Hindustan Unilever
Limited. He had thereafter established a highly successful tax practice and
served large Indian and multinational clients. He was then a senior partner
and Executive Director in PricewaterhouseCoopers Private Limited. He has
also served as the President Northern Region, Indo-American Chamber
of Commerce and has been a past Co- Chairman, Taxation Committee,
ASSOCHAM. He is a member of the Institute of Directors, the All India
Management Association and the Delhi Management Association.
Expertise in specific functional areas Accountancy, Economics, Finance, Law, Information Technology, Human
Resources, Risk Management and Business Management.

24
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NOTICE

Other Directorships (as on June 30, 2021) 1. HCL Technologies Limited

2. Transport Corporation of India Limited
3. UFO Moviez India Limited
4. Sterlite Technologies Limited
5. Scrabble Entertainment Limited
6. Shopkhoj Content Private Limited
7. CBIX Technology Solutions Private Limited
8. Regime Tax Solutions Private Limited
9. Lifestyle International Private Limited
10. Navasuja Foundation
Chairmanship/Membership of Committees ICICI Bank Limited
in Companies in which position of Director Fraud Monitoring Committee - Chairman
is held (as on June 30, 2021) Audit Committee
Risk Committee
Review Committee for identification of willful defaulters/non co-operative
borrowers

HCL Technologies Limited

Audit Committee - Chairman
Stakeholders’ Relationship Committee - Chairman
Finance Committee - Chairman
Risk Management Committee - Chairman
Corporate Social Responsibility Committee

Transport Corporation of India Limited

Risk Management Committee - Chairman
Audit Committee
Nomination and Remuneration Committee

UFO Moviez India Limited

Nomination and Remuneration Committee - Chairman
Compensation Committee - Chairman
Audit and Risk Management Committee
Corporate Social Responsibility Committee

Sterlite Technologies Limited

Audit Committee - Chairman
Nominations and Remuneration Committee
Stakeholders Relationship Committee

Scrabble Entertainment Limited

Audit Committee - Chairman
Nomination and Remuneration Committee – Chairman

Lifestyle International Private Limited

Audit Committee - Chairman

25
 Annual Report 2020-21

NOTICE

Relationship with other Directors, Managers None

and Key Managerial Personnel of the
Company
No. of equity shares held in the Company 4,000 equity shares
(as on June 30, 2021)
No. of board meetings attended during the 12/12
year
Terms and conditions of appointment or Appointed as an Independent Director for a term of five years effective
re-appointment including remuneration from April 14, 2019 to April 13, 2024.
During FY2021, Mr. Madhavan was paid ` 3,300,000 as sitting fees and is
entitled to be paid profit related commission of ` 1,000,000 for FY2021.

Ms. Neelam Dhawan

Name of the Director Ms. Neelam Dhawan (DIN: 00871445)
Age 61 years 8 months
Date of first appointment on the Board The Board at its Meeting held on January 12, 2018 approved the
appointment of Ms. Neelam Dhawan as an Additional Independent
Director of the Bank for five years with effect from January 12, 2018 to
January 11, 2023, subject to the approval of Members. The Members at
the Annual General Meeting held on September 12, 2018 approved the
appointment of Ms. Dhawan as an Independent Director.
Brief resume including qualification and Ms. Neelam Dhawan is an Economics Graduate from St Stephen’s
experience College, Delhi University. She also has a MBA degree from Faculty of
Management Studies, University of Delhi, India. Ms. Dhawan has over
38 years of experience in the information technology industry. Starting
from 1982, she has held various positions across HCL, IBM, Microsoft
and Hewlett Packard. She has been Managing Director and leader of the
Country businesses for 11 years for Microsoft and later Hewlett Packard in
India. Her last executive assignment was that of Vice President for Global
Industries, Strategic Alliances, and Inside Sales for Asia Pacific and Japan,
for Hewlett Packard Enterprise till March 2018.
Over several years, leading business journals such as Fortune
(international edition), Forbes and Business Today have recognized her as
one of the Most Powerful Women in Business. Her main area of expertise
are managing complex technology businesses in highly matrixed
organizations. She has experience of IT transformation across multiple
industries: banking and finance, telecommunications, manufacturing,
health care and government.
She has been a key participant in shaping the IT industry in India. Her career
span covered the industry’s major milestones and had the opportunity to
work alongside the key architects of the sector in India. She was on the
NASSCOM Executive Council from 2009 to 2017 and made significant
contributions to the industry strategy and public policy frameworks.
Expertise in specific functional areas Information Technology and Business Management

26
 Annual Report 2020-21

NOTICE

Other Directorships (as on June 30, 2021) 1. Koninklijke Philips N.V.

2. Yatra Online Inc
3. Skylo Technologies Inc
4. Capita PLC
Chairmanship/Membership of Committees ICICI Bank Limited
in Companies in which position of Director Board Governance, Remuneration & Nomination Committee - Chairperson
is held (as on June 30, 2021) Fraud Monitoring Committee
Information Technology Strategy Committee
Review Committee for identification of wilful defaulters/non co-operative
borrowers

Koninklijke Philips N.V.

Audit Committee

Capita PLC
Nomination Committee
Audit and Risk Committee
Remuneration Committee
Relationship with other Directors, Managers None
and Key Managerial Personnel of the
Company
No. of equity shares held in the Company Nil
(as on June 30, 2021)
No. of board meetings attended during the 12/12
year
Terms and conditions of appointment or Appointed as an Independent Director for a term of five years with effect
re-appointment including remuneration from January 12, 2018 to January 11, 2023.
During FY2021, Ms. Dhawan was paid ` 1,900,000 as sitting fees and is
entitled to be paid profit related commission of ` 1,000,000 for FY2021.

Mr. Radhakrishnan Nair

Name of the Director Mr. Radhakrishnan Nair (DIN: 07225354)
Age 66 years 3 months
Date of first appointment on the Board The Board at its Meeting held on May 2, 2018 approved the appointment
of Mr. Radhakrishnan Nair as an Additional Independent Director of the
Bank for five years with effect from May 2, 2018 to May 1, 2023, subject to
the approval of Members. The Members at the Annual General Meeting
held on September 12, 2018 approved the appointment of Mr. Nair as an
Independent Director.
Brief resume including qualification and Mr. Radhakrishnan Nair holds degrees in Science, Securities Laws,
experience Management and Law. He has around 40 years of experience in the
banking industry and in the field of securities and insurance regulation.
He started his banking career with Corporation Bank in August 1976 and
in 2003 he became General Manager, in charge of Recovery Management
Division, Legal Service Division and Credit Risk Management Division
and development of priority sector lending and regional rural banks.

27
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He has also served as the Managing Director of Corporation Bank

Securities Limited. During his tenure at Corporation Bank, he was
responsible for development of priority sector lending and regional rural
bank which covered the areas of agriculture, small scale industry and
other priority sector areas. In July 2005, he became an Executive Director
at Securities and Exchange Board of India (SEBI), where he handled the
Investment Management Department (mutual funds, venture capital
funds and foreign venture capital investors), Corporate Debt Department,
Economic and Policy Analysis Department, Office of Investor Assistance
and Education and Surveillance. In March 2010, he joined Insurance
Regulatory and Development Authority of India (IRDAI) as Member
(Finance and Investment). During his tenure he ushered in new investment
and accounting regulations for the life insurance and general insurance
sectors. He was also involved in framing the new regulatory architecture
for Unit Linked Insurance Plans and also chaired the committee on
implementing IFRS and the new corporate governance framework for
insurers. He thus has special knowledge and practical experience in, inter
alia, accountancy, agriculture and rural economy, banking, co-operation,
economics and finance.
Mr. Nair has rich and varied experience in branch, regional and corporate
banking apart from treasury management and foreign exchange
management. He was the Managing Director of Corpbank Securities
Limited from 1999 to 2003, a Primary Dealership, licensed by RBI. He
was member of the IOSCO sub-committee on Investment Management,
Investor Compensation and Protection, Private Equity from 2008 to 2010.
At the IAIS he was the nominee on Sub-Committees on accounting,
auditing, governance, group supervision, insurance standards and
financial stability.
He was SEBI nominee on NACAS from 2005 to 2010, Investor Protection
and Compensation Committee (MCA) and IRDA nominee on the RBI
Technical Committee on Money, Government Securities and Foriegn
Exchange Markets, SEBI COBOSAC from 2010 to 2015.
Expertise in specific functional areas Accountancy, Agriculture and Rural Economy, Banking, Insurance,
Securities, Law, Co-operation, Risk Management, Business Management
Economics & Finance.
Other Directorships (as on June 30, 2021) 1. ICICI Prudential Life Insurance Company Limited
2. ICICI Securities Primary Dealership Limited
3. Inditrade Capital Limited
4. Axis Mutual Fund Trustee Limited
5. Geojit Financial Services Limited
6. Geojit Credits Private Limited
7. Geojit Techloan Private Limited
8. Touchstone Regulatory Advisors Private Limited
9. Brickwork Ratings India Private Limited

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Chairmanship/Membership of Committees ICICI Bank Limited

in Companies in which position of Director Corporate Social Responsibility Committee - Chairman
is held (as on June 30, 2021)
Audit Committee
Fraud Monitoring Committee
Review Committee for identification of wilful defaulters/non co-operative
borrowers

ICICI Prudential Life Insurance Company Limited

Board Audit Committee - Chairman
With Profits Committee - Chairman
Board Investment Committee
Board Risk Management Committee
Stakeholders Relationship Committee
ICICI Securities Primary Dealership Limited
Risk Management and IT Strategy Committee - Chairman

Inditrade Capital Limited

Audit Committee

Geojit Financial Services Limited

Nomination and Remuneration Committee
Audit Committee

Geojit Credits Private Limited

Nomination and Remuneration Committee - Chairman
Audit Committee
Relationship with other Directors, Managers None
and Key Managerial Personnel of the
Company
No. of equity shares held in the Company Nil
(as on June 30, 2021)
No. of board meetings attended during the 12/12
year
Terms and conditions of appointment or Appointed as an Independent Director for a term of five years with effect
re-appointment including remuneration from May 2, 2018 to May 1, 2023.
During FY2021, Mr. Nair was paid ` 2,700,000 as sitting fees and is entitled
to be paid profit related commission of ` 1,000,000 for FY2021.

Ms. Rama Bijapurkar

Name of the Director Ms. Rama Bijapurkar (DIN: 00001835)
Age 64 years 4 months
Date of first appointment on the Board The Board at its Meeting held on January 14, 2019 approved the
appointment of Ms. Rama Bijapurkar as an Additional Independent Director
of the Bank for five years effective from January 14, 2019 to January 13,
2024, subject to the approval of Members. The Members at the Annual
General Meeting held on August 9, 2019 approved the appointment of
Ms. Bijapurkar as an Independent Director.

29
 Annual Report 2020-21

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Brief resume including qualification and Ms. Rama Bijapurkar holds Bachelor’s Degree in Science (Hons.), Degree
experience in physics from Miranda House, University of Delhi and a Post-Graduate
Diploma in Management from the Indian Institute of Management,
Ahmedabad. Ms. Bijapurkar is an independent management consultant
working in the area of business-market strategy; and an acknowledged
thought leader on ‘consumer India’ and India’s consumer economy. She
is a regular visiting faculty at IIM Ahmedabad and is also co-founder of
People Research on India’s Consumer Economy, a think tank and fact tank
focused on providing the “people view” of India’s economy and citizen
environment.
Ms. Bijapurkar is among India’s most experienced independent directors
and has served on the boards of several of India’s blue chip companies
(many of them being in the financial services sector) as well as on the
governing councils of academic institutions and public service institutions
(including Banking Codes and Standards Board of India and the Insurance
Information Bureau of India).
Expertise in specific functional areas Business Management and Marketing
Other Directorships (as on June 30, 2021) 1. People Research on India’s Consumer Economy
2. Mahindra and Mahindra Financial Services Limited
3. Emami Limited
4. Nestle India Limited
5. VST Industries Limited
6. Cummins India Limited
7. Sun Pharmaceutical Industries Limited
Chairmanship/Membership of Committees ICICI Bank Limited
in Companies in which position of Director Customer Service Committee - Chairperson
is held (as on June 30, 2021)
Board Governance, Remuneration & Nomination Committee
Corporate Social Responsibility Committee
Review Committee for identification of wilful defaulters/non co-operative
borrowers

Mahindra & Mahindra Financial Services Limited

Stakeholders Relationship Committee - Chairperson
Risk Management Committee
Audit Committee
Corporate Social Responsibility Committee

Nestle India Limited

Stakeholders Relationship Committee - Chairperson
Corporate Social Responsibility Committee

VST Industries Limited

Nomination & Remuneration Committee - Chairperson
Stakeholders Relationship Committee - Chairperson
Strategy Committee
Audit Committee
Corporate Social Responsibility Committee
Risk Management Committee

30
 Annual Report 2020-21

NOTICE

Cummins India Limited

Stakeholders Relationship Committee
Corporate Social Responsibility Committee
Risk Management Committee

Sun Pharmaceutical Industries Limited

Corporate Social Responsibility Committee
Relationship with other Directors, Managers None
and Key Managerial Personnel of the
Company
No. of equity shares held in the Company 2,600 equity shares
(as on June 30, 2021)
No. of board meetings attended during the 12/12
year
Terms and conditions of appointment or Appointed as an Independent Director for a term of five years effective
re-appointment including remuneration from January 14, 2019 to January 13, 2024.
During FY2021, Ms. Bijapurkar was paid ` 1,850,000 as sitting fees and is
entitled to be paid profit related commission of ` 1,000,000 for FY2021.

Mr. B. Sriram
Name of the Director Mr. B. Sriram (DIN: 02993708)
Age 62 years 9 months
Date of first appointment on the Board The Board at its Meeting held on January 14, 2019 approved the
appointment of Mr. B. Sriram as an Additional Independent Director of the
Bank for five years effective from January 14, 2019 to January 13, 2024,
subject to the approval of Members. The Members at the Annual General
Meeting held on August 9, 2019 approved the appointment of Mr. Sriram
as an Independent Director.
Brief resume including qualification and Mr. B. Sriram is a Certificated Associate of the Indian Institute of Banking
experience & Finance (formerly The Indian Institute of Bankers), Mumbai. He holds
a Diploma in International Law & Diplomacy from the Indian Academy
of International Law & Diplomacy, New Delhi and an AIMA Diploma in
Management from the All India Management Association, New Delhi. He
is also an [Link] in Physics and [Link] (Hons) in Physics from St Stephen’s
College, Delhi University.
Mr. Sriram was:
Managing Director & CEO, IDBI Bank Ltd from June 30, 2018 to
September 29, 2018.
Managing Director, State Bank of India from July 2014 to June 2018.
Managing Director, State Bank of Bikaner & Jaipur from March 2013 to
July 2014.
He has worked with State Bank of India for about 37 years and is well
experienced in all areas of Banking and Finance. He joined State Bank of
India as a Probationary Officer in December 1981 and held various key
assignments within the Bank and the Group in Credit and Risk, Retail,
Operations, IT, Treasury, Investment Banking and International Operations.
He is a Part Time Member of the Insolvency and Bankruptcy Board of
India (IBBI) and is also a Member of its Audit Committee.

31
 Annual Report 2020-21

NOTICE

Expertise in specific functional areas Banking and Finance

Other Directorships (as on June 30, 2021) 1. Unitech Limited
2. Nippon Life India Asset Management Limited
3. TVS Credit Services Limited
4. IndiaIdeas Com Limited
5. National Highways Infra Investment Managers Private Limited
Chairmanship/Membership of Committees ICICI Bank Limited
in Companies in which position of Director Information Technology Strategy Committee - Chairman
is held (as on June 30, 2021)
Board Governance, Remuneration & Nomination Committee
Credit Committee
Review Committee for identification of wilful defaulters/non co-operative
borrowers

Unitech Limited
Audit Committee

Nippon Life India Asset Management Limited

Nomination and Remuneration Committee
Audit Committee
Stakeholders Relationship Committee
CSR Committee
Risk Management Committee

TVS Credit Services Limited

Asset Liability Management Committee - Chairman
Credit Sanction Committee - Chairman

IndiaIdeas Com Limited

Audit Committee - Chairman
Nomination & Remuneration Committee

National Highways Infra Investment Managers Private Limited

Audit Committee - Chairman
Nomination and Remuneration Committee
Investment and Finance Committee
Relationship with other Directors, Managers None
and Key Managerial Personnel of the
Company
No. of equity shares held in the Company Nil
(as on June 30, 2021)
No. of board meetings attended during the 12/12
year
Terms and conditions of appointment or Appointed as an Independent Director for a term of five years effective
re-appointment including remuneration from January 14, 2019 to January 13, 2024.
During FY2021, Mr. Sriram was paid ` 4,500,000 as sitting fees and is
entitled to be paid profit related commission of ` 1,000,000 for FY2021.

32
 Annual Report 2020-21

NOTICE

Mr. Uday Chitale

Name of the Director Mr. Uday Chitale (DIN: 00043268)
Age 71 years 8 months
Date of first appointment on the Board The Board at its Meeting held on January 17, 2018 approved the
appointment of Mr. Uday Chitale as an Additional Independent Director
of the Bank for five years with effect from January 17, 2018 to January 16,
2023 subject to the approval of Members. The Members at the Annual
General Meeting held on September 12, 2018 approved the appointment
of Mr. Chitale as an Independent Director.
Brief resume including qualification and Mr. Uday Chitale a Chartered Accountant with professional standing
experience of over 45 years, was a Senior Partner of M/s M. P. Chitale & Co,
Chartered Accountants upto June 30, 2021. His professional experience
encompasses auditing & assurance and business/management advisory
services to diverse mix of corporate clients including banking and
financial institutions. He is also active in the field of arbitration and
conciliation of commercial disputes. He is accredited mediator of CEDR
(UK) besides being on the panel of experts of leading arbitration and ADR
centres/institutions in India. He has served on the boards of prominent
companies and notably, he was a board member during ICICI Bank’s
formative years during 1997-2005. He served on the global Board of
Directors and as VP-Asia Pacific of the worldwide association of accounting
firms, DFK International. He is also a member of the Board of Governors
of National Institute of Securities Markets (NISM) promoted by SEBI.
Expertise in specific functional areas Accounts, Finance and Alternate Dispute Resolution (ADR)
Other Directorships (as on June 30, 2021) 1. ICICI Lombard General Insurance Company Limited
2. India Infradebt Limited
3. Indian Council for Dispute Resolution
Chairmanship/Membership of Committees ICICI Bank Limited
in Companies in which position of Director Audit Committee - Chairman
is held (as on June 30, 2021)
Corporate Social Responsibility Committee
Stakeholders Relationship Committee
Review Committee for identification of wilful defaulters/non co-operative
borrowers

ICICI Lombard General Insurance Company Limited

Board Nomination and Remuneration Committee - Chairman
Strategy Committee - Chairman
Corporate Social Responsibility Committee - Chairman
Audit Committee
Policyholders Protection Committee
Risk Management Committee

India Infradebt Limited

Audit Committee - Chairman
Board Governance, Remuneration and Nomination Committee - Chairman
Board Risk Management Committee
Corporate Social Responsibility Committee
Committee of Directors

33
 Annual Report 2020-21

NOTICE

Relationship with other Directors, Managers None

and Key Managerial Personnel of the
Company
No. of equity shares held in the Company Nil
(as on June 30, 2021)
No. of board meetings attended during the 12/12
year
Terms and conditions of appointment or Appointed as an Independent Director for a term of five years with effect
re-appointment including remuneration from January 17, 2018 to January 16, 2023.
During FY2021, Mr. Chitale was paid ` 3,000,000 as sitting fees and is
entitled to be paid profit related commission of ` 1,000,000 for FY2021.

By Order of the Board

Ranganath Athreya
Company Secretary
ACS: 7356

Mumbai, July 15, 2021

CIN: L65190GJ1994PLC021012
Website: [Link]
E-mail: investor@[Link]

Registered Office: Corporate Office:

ICICI Bank Tower ICICI Bank Towers
Near Chakli Circle Bandra-Kurla Complex
Old Padra Road Mumbai 400 051
Vadodara 390 007 Phone: 022-26538900
Phone: 0265-6722286 Fax: 022-26531230

34
 Annual Report 2020-21

NOTICE

ANNEXURE II

Instructions on deduction of tax at A. Resident Shareholders

source on dividend 1. For Resident Shareholders, TDS will be applicable
As per the Income-tax Act, 1961 (the Act), as amended at 10% on the amount of dividend. In case
by the Finance Act, 2020, dividend paid or distributed by valid PAN is not provided or shareholder is a
Bank after April 1, 2020 shall be taxable in the hands of specified person, then the TDS will be applicable
the shareholders. The Bank shall therefore be required at 20% of the amount of dividend. Accordingly,
to deduct tax at source (TDS) under section 194 of the shareholders who have not provided their PAN
Act or section 195 of the Act at the prescribed rates at are requested to provide the same to the Bank
the time of making the payment of the said dividend to or 3i Infotech Limited, Registrar and Share
shareholders. The TDS rate would vary depending on the Transfer Agent (R & T Agent) of the Bank (in
residential status of the shareholder and the documents respect of shares held in physical form) or to the
submitted by them and accepted by the Bank. Further, Depository Participant (in respect of shares held
higher rate of TDS would be applicable if pursuant in electronic form) immediately.
to section 206AA of the Act valid permanent account
No tax shall be deducted on the dividend payable
number (PAN) has not been provided by shareholder or
if either of the below two conditions are fulfilled:
pursuant to section 206AB of the Act shareholder being
a specified person. •  otal dividend payable to a resident
T
individual shareholder does not exceed
A specified person is one who has not complied with filing
` 5,000 per year.
of income tax returns for last two years and is having TDS
of ` 50,000 or more in each of the previous two years. •  he shareholder has provided duly filled
T
A non-resident not having permanent establishment in and signed Form 15G (applicable to any
India is not considered as a specified person. Person other than a company or a Firm)/
Form 15H (applicable to an Individual
Accordingly, the final dividend will be paid by the
above the age of 60 years) with valid PAN
Bank after deducting tax at source, as applicable, as
and provided that all the required eligibility
explained herein.
conditions are met.

2. The following Tax Resident Shareholders should be eligible for nil/lower rate of TDS upon providing the
documents to the Bank mentioned hereunder to the satisfaction of the Bank:

Sr. Particulars Applicable Rate Documents Required

No. of TDS
a. Insurance Companies Nil • D
 eclaration that it is an Insurance company as
specified under Proviso to section 194 of the Act
• S
 elf-attested copy of certificate of registration
with IRDAI
• Self-attested copy of PAN card
b. Government, Reserve Bank Nil • D
 eclaration that it is covered by section 196(iii) of
of India (RBI), Specified the Act read with the Circulars issued thereunder
Corporations established by or
• S
 elf-attested copy of relevant registration
under Central Act whose income
documents
is exempt from tax, and Mutual
Funds specified under section • Self-attested copy of PAN card
10(23D) of the Act

35
 Annual Report 2020-21

NOTICE

Sr. Particulars Applicable Rate Documents Required

No. of TDS
c. Category - I & II Alternative Nil • D
 eclaration that its income is exempt under
Investment Funds (AIF) registered section 10(23FBA) of the Act and they are
with the Securities and Exchange governed by SEBI regulations as Category I or
Board of India (SEBI) Category II AIF
• S
 elf-attested copy of SEBI AIF registration
certificate
• Self-attested copy of the PAN card
d. Shareholders exempted from Nil rate of TDS • D
 eclaration that it is covered by CBDT circular or
TDS provisions in terms of any Notification
provisions of the Act or CBDT
• D
 ocumentary evidence supporting the
Circular or notification
exemption status in terms of any provisions of
the Act or CBDT Circular or notification
• Self-attested copy of PAN card
e. All resident shareholders Rate specified in • Self-attested copy of certificate under section
the low deduction 197 of the Act
certificate issued
• Please note the TAN of ICICI Bank Limited to be
by the income
mentioned in the lower deduction certificate as
tax department
MUMI16212A

B. Non-Resident Shareholders
1. For Non-resident shareholder being Depositary 5. 
If certificate under section 197/195 of the Act
for American Depository Receipt (ADR), TDS will is obtained by non-resident shareholders for
be applicable under section 196C of the Act at lower/Nil withholding of taxes, rate specified in
10% on the amount of dividend payable. the said certificate shall be considered based on
submission of self-attested copy of the same.
2. 
For Non-resident institutional shareholders Please note the TAN of ICICI Bank Limited to be
being Foreign Institutional Investor/Foreign mentioned in the lower deduction certificate as
Portfolio Investor (FII/FPI), TDS will be applicable MUMI16212A.
under section 196D of the Act, at 20% or as per
Pursuant to section 90(2) of the Act, non-resident
the rate in any applicable Double Tax Avoidance
shareholders (other than Depositary for ADRs) have
Agreement (tax treaty) on submission of
the option to be avail the benefit of tax treaty between
documents mentioned below, whichever is
India and the countries of their tax residence for
lower, on the amount of dividend payable.
which such non-resident shareholders will have to
3. For other Non-resident shareholders, TDS will provide the following documents, to the satisfaction
be applicable in accordance with the provisions of the Bank:
of section 195 of the Act, at the rates in force 1. 
Self-attested copy of the PAN allotted by the
which is currently 20% or as per the rate in Indian Income Tax authorities; If the PAN is not
any applicable tax treaty on submission of allotted, please submit self-declaration.
documents mentioned below, whichever is
2. Self-attested copy of Tax Residency Certificate
lower, on the amount of dividend payable.
(TRC) (for FY 2021-22) obtained from the
4. 
The non-resident shareholders who has a tax authorities of the country of which the
permanent establishment in India and is a shareholder is resident. In case, the TRC is
specified person would be liable for twice the furnished in a language other than English,
rate of TDS as applicable to them. the said TRC would have to be translated from

36
 Annual Report 2020-21

NOTICE

such other language to English language and 3. 

The Forms/Declarations can be downloaded
thereafter duly notarized and apostilled copy of from the website: [Link]
the TRC would have to be provided. TDS/[Link]. In order to
enable the Bank to determine the appropriate
3. 
Self-declaration in Form 10F for FY 2021-22
tax rate at which tax has to be deducted at
if all the details required in this Form are not
source under the respective provisions of the
mentioned in the TRC; Act, Shareholders are requested to provide/
4. Self-declaration by the non-resident shareholder submit the documents as applicable to them
as to: on or before August 2, 2021 (6 p.m. IST) at the
above website.
•  ligibility to claim tax treaty benefits
E
4. 
The dividend will be paid after deduction of
based on the tax residential status of the
tax at source as determined on the basis of
shareholder;
the documents provided by the respective
• The shareholder did not at any time shareholders as applicable to them and being
during the relevant year have permanent found to be complete and satisfactory in
establishment/fixed base in India in accordance with the Act. The Bank shall arrange
accordance with the applicable tax treaty; to dispatch the TDS certificate to the shareholder.

• Shareholder being the beneficial owner of 5. 

No communication on the tax determination/
the dividend income to be received on the deduction in respect of the said dividend shall
equity shares. be entertained post the above mentioned date
and time. It may be further noted that in case

Please note that in case of non-resident the tax on said dividend is deducted at a higher
shareholders Self Declaration of No Permanent rate in absence of receipt of the aforementioned
Establishment and Beneficial ownership should details/documents, there would still be an option
be on the letterhead of the shareholder for available with the Shareholder to file the return
claiming tax treaty benefits or/and to avoiding of income and claim an appropriate refund,
higher TDS as per section 206AB of the Act. if eligible. Further, it may kindly be noted that
no claim shall lie against the Bank for such
Please note that the Bank in its sole and absolute
taxes deducted.
discretion reserves the right to call for any further
information and/or to apply domestic law/tax treaty 6. 
All communications/queries in this respect
for TDS. should be sent to email address at
icicibankdivtax@[Link].
General Instructions: 7. 
In the event of any income tax demand
1. All the above referred TDS rates shall be duly (including interest, penalty, etc.) arising from
enhanced by applicable surcharge and cess, any misrepresentation, inaccuracy or omission
wherever applicable. of information provided/to be provided by the
Shareholder(s), such Shareholder(s) will be
2. Shareholders holding shares in dematerialized responsible to indemnify the Bank and also,
mode, are requested to update their records provide the Bank with all information/documents
such as tax residential status, PAN, address, bank and co-operation in any proceedings.
account details, email addresses and mobile
8. This communication shall not be treated as an
numbers with their depository participants. advice from the Bank. Shareholders should
Shareholders holding shares in physical mode obtain tax advice related to their tax matters
are requested to furnish their details to the Bank from a tax professional.
or Bank’s R & T Agent.
9. 
The Bank will be relying on the information
Please note that for the purpose of complying verified from the functionality or facility available
with the applicable TDS provisions, the Bank on the Income Tax website for ascertaining the
will rely on the above-mentioned information as income tax compliance for whom higher rate of
on record date i.e. July 30, 2021 as per the details TDS shall be applicable under section 206AB of
available with the Depositories/R & T Agent. the Act.

37