ICICI SECURITIES LIMITED CIN€¦ · ICICI Securities Limited (‘the Company’) will be held on...

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NOTICE

ICICI SECURITIES LIMITEDCIN: L67120MH1995PLC086241

Registered Office: ICICI Centre, H. T. Parekh Marg, Churchgate, Mumbai - 400 020Tel.: 91 22 2288 2460/70; Fax: 91 22 2288 2455

Website: www.icicisecurities.com; E-mail: [email protected]

NOTICE is hereby given that the Twenty-Fourth Annual General Meeting (‘AGM’) of the Members of ICICI Securities Limited (‘the Company’) will be held on Friday, August 2, 2019 at 2.30 p.m. (IST) at Rama & Sundri Watumull Auditorium, Kishinchand Chellaram College, Vidyasagar Principal K. M. Kundnani Chowk, 124, Dinshaw Wachha Road, Churchgate, Mumbai - 400 020, to transact the following business:

ORDINARY BUSINESS:1. Adoption of Standalone Audited Financial

Statements of the Company:

To receive, consider and adopt the Standalone Audited Financial Statements of the Company for the financial year ended March 31, 2019 including the Audited Balance Sheet as at March 31, 2019, the Statement of Profit and Loss, the Cash Flow Statement of the Company for the year ended on that date and notes related thereto together with the Reports of the Board of Directors and the Auditors thereon.

2. Adoption of Consolidated Audited Financial Statements of the Company:

To receive, consider and adopt the Consolidated Audited Financial Statements of the Company for the financial year ended March 31, 2019 including the Audited Balance Sheet as at March 31, 2019, the Statement of Profit and Loss, the Cash Flow Statement of the Company for the year ended on that date and notes related thereto together with the Report of the Auditors thereon.

3. Declaration of dividend:

To confirm the payment of interim dividend and declare final dividend on equity shares for the financial year ended March 31, 2019.

4. Appointment of Mr. Ajay Saraf (DIN: 00074885), who retires by rotation and being eligible, offers himself for re-appointment:

To consider and, if thought fit, to pass, the following Resolution as an Ordinary Resolution:

RESOLVED that pursuant to Section 152 (6) and other applicable provisions, if any, of the Companies Act, 2013, Mr. Ajay Saraf (DIN: 00074885), who

retires by rotation and being eligible offers himself for re-appointment, be and is hereby re-appointed as the Director of the Company.

5. Continuation of appointment of the Statutory Auditors:


RESOLVED that pursuant to the provisions of Section 139 and all other applicable provisions of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 and the Companies (Amendment) Act, 2017 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) and in partial modification of the resolution passed by the Members of the Company at the Twenty-Second Annual General Meeting of the Company held on June 9, 2017, the Company hereby dispenses with the requirement of annual ratification of appointment of B S R & Co. LLP (Registration number 101248W/W-100022) for its remaining tenure as the Statutory Auditors of the Company.

SPECIAL BUSINESS:6. Re-appointment of Mr. Vinod Kumar Dhall

(DIN: 02591373) as an Independent Director of the Company:

To consider and, if thought fit, to pass, the following Resolution as a Special Resolution:

RESOLVED that pursuant to the provisions of Sections 149, 152, read with Schedule IV and other applicable provisions, if any, of the Companies Act, 2013 (‘the Act’) and the rules made thereunder (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), Regulation 17 and other applicable provisions, if any, of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations’) and based on the recommendations of the Nomination & Remuneration Committee and the Board of Directors of the Company and subject to regulatory approvals, if any, Mr. Vinod Kumar Dhall (DIN: 02591373) who is not disqualified to become a Director under the Act and who meets the criteria of Independence as prescribed under Section 149 (6) of the Act and

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Regulation 16 (1) (b) of Listing Regulations, be and is hereby re-appointed as an Independent Director of the Company, not liable to retire by rotation, for a second term of five (5) consecutive years with effect from October 28, 2019 upto October 27, 2024.

7. Appointment of Mr. Anup Bagchi (DIN: 00105962) as a Non-executive Director of the Company:


RESOLVED that pursuant to the provisions of Sections 149, 152, 160 and other applicable provisions, if any, of the Companies Act, 2013 (‘the Act’) read with the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), Articles of Association of the Company and based on the recommendation of the Nomination & Remuneration Committee and the Board of Directors of the Company and subject to regulatory approvals, if any, Mr. Anup Bagchi (DIN: 00105962) who was appointed by the Board of Directors as a Non-executive Additional Director of the Company with effect from October 11, 2018 and who holds office upto the date of the Twenty-Fourth Annual General Meeting in terms of Section 161 of the Act and in respect of whom Company has received a notice in writing from a Member, proposing his candidature for the office of Director of the Company pursuant to the provisions of Section 160 of the Act and who is not disqualified to become a Director under the Act, be and is hereby appointed as a Non-executive Director of the Company, liable to retire by rotation, with effect from the date of the Twenty-Fourth Annual General Meeting.

8. Appointment of Mr. Pramod Rao (DIN: 02218756) as a Non-executive Director of the Company:


RESOLVED that pursuant to the provisions of Sections 149, 152, 160 and other applicable provisions, if any, of the Companies Act, 2013 (‘the Act’) read with the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), Articles of Association of the Company and based on the recommendation of the Nomination & Remuneration Committee and the Board of Directors of the Company and subject to regulatory approvals, if any, Mr. Pramod Rao (DIN: 02218756) who was appointed by the Board of Directors as a Non-executive Additional Director of the Company with effect from October 11, 2018 and who holds office upto the date of the Twenty-Fourth

Annual General Meeting in terms of Section 161 of the Act and in respect of whom Company has received a notice in writing from a Member, proposing his candidature for the office of Director of the Company pursuant to the provisions of Section 160 of the Act and who is not disqualified to become a Director under the Act, be and is hereby appointed as a Non-executive Director of the Company, liable to retire by rotation, with effect from the date of the Twenty-Fourth Annual General Meeting.

9. Appointment of Mr. Vijay Chandok (DIN: 01545262) as a Director of the Company:


RESOLVED that pursuant to the provisions of Sections 149, 152, 160 and other applicable provisions, if any, of the Companies Act, 2013 (‘the Act’) read with the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), Articles of Association of the Company and based on the recommendation of the Nomination & Remuneration Committee and the Board of Directors of the Company and subject to regulatory approvals, if any, Mr. Vijay Chandok (DIN: 01545262) who was appointed by the Board of Directors as an Additional Director of the Company with effect from May 7, 2019, in the category of Executive Director and who holds office upto the date of the Twenty-Fourth Annual General Meeting in terms of Section 161 of the Act and in respect of whom Company has received a notice in writing from a Member, proposing his candidature for the office of Director of the Company pursuant to the provisions of Section 160 of the Act and who is not disqualified to become a Director under the Act, be and is hereby appointed as a Director of the Company, with effect from the date of the Twenty-Fourth Annual General Meeting.

10. Appointment of Mr. Vijay Chandok (DIN: 01545262) as the Managing Director & CEO of the Company and payment of remuneration:

To consider and if thought fit, to pass, the following Resolution, as an Ordinary Resolution:

RESOLVED that pursuant to the provisions of Sections 149, 152, 196, 197, 203 read with Schedule V and other applicable provisions, if any, of the Companies Act, 2013 (‘the Act’) and the rules made thereunder (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), applicable provisions of Articles of Association of the Company and based on the recommendations of the Nomination & Remuneration Committee and the Board of Directors

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of the Company and subject to regulatory approvals, if any, Mr. Vijay Chandok (DIN: 01545262) be and is hereby appointed as the Managing Director & CEO of the Company, for a period of five (5) years with effect from May 7, 2019 till May 6, 2024 on the following terms of remuneration:

Basic Salary:

` 2,44,67,040/- per annum effective May 7, 2019.

Allowances:

Basket of allowances that would include House Rent Allowance, Superannuation, Leave Travel Allowance, medical reimbursement of ` 15,000/- per annum, Personal Pay, etc. of ` 2,10,50,815/- per annum.

Performance Bonus:

70% of total fixed pay (basic + allowances). Should the bonus be more than 50% of fixed pay, 60% of the bonus would be paid upfront and balance equally deferred over 3 years. An amount equivalent to superannuation allowance (which is paid as part of allowances) will be excluded from performance bonus calculations. Performance bonus would be based on achievement of the performance parameters and such other components as may be determined by the Board of Directors or the Nomination & Remuneration Committee in accordance with the Compensation Policy of the Company.

Perquisites:

Perquisites (evaluated as per Income-tax Rules, wherever applicable, and at actual cost to the Company in other cases) like the Company Car (including running & maintenance expenses), one time soft furnishing allowance of upto ` 25,00,000/- for a period of five years, telephone and internet usage at residence or reimbursement of expenses in lieu thereof, provision of gas, electricity and water, 2 club memberships, group life insurance cover of ` 1.5 Crore, personal accident insurance cover of ` 6 Crore, medical insurance for hospitalization coverage for self and dependents of ` 4 Lac per annum and domiciliary medical expenses for self and dependents of ` 75,000/- per annum, leave and children scholarship as per employees children scholarship scheme and 5% interest subsidy for housing loan for purchase of residential property up to a maximum value of ` 8 Crore in Mumbai (lower limits ranging from ` 3.5 Crore - ` 4.5 Crore for other cities as per the Group policy) and such other benefits, allowances, perquisites, etc. on such terms and conditions as may be approved by the Board of Directors or the Nomination & Remuneration Committee.

Retirement Benefits: Retirement benefits like Provident fund and Gratuity,

in accordance with the scheme(s) and rule(s)

applicable to the members of the staff from time to time, for the aforesaid benefits.

RESOLVED further that Mr. Vijay Chandok (DIN: 01545262) be granted employee stock options by the Company and the holding company (ICICI Bank Limited) from time to time.

RESOLVED further that pursuant to the relevant provisions of the Act, in the event of absence or inadequacy of net profit in any financial year, the remuneration payable to Mr. Vijay Chandok (DIN: 01545262) would be of the nature for which the approvals have been obtained from the Board of Directors and the shareholders of the Company, subject to applicable law, including the Act and the rules made thereunder and any other regulatory, statutory and governmental approvals, as may be necessary.

RESOLVED further that the Board of Directors of the Company (including the Nomination & Remuneration Committee) be and is hereby authorised to do all such acts, deeds, things and take such actions as may be required to give effect to this resolution.

11. Revision in remuneration payable to Ms. Shilpa Kumar (DIN: 02404667):


RESOLVED that subject to the applicable provisions of the Companies Act, 2013 (‘the Act’) and the rules made thereunder and the provisions of the Articles of Association of the Company, Ms. Shilpa Kumar (DIN: 02404667), be paid the following revised remuneration for her tenure as the Managing Director & CEO of the Company for the period from April 1, 2019 to May 6, 2019:

Basic Salary:

1,34,60,280/- per annum effective April 1, 2019 and proportionately upto May 6, 2019.

Allowances:

Basket of allowances that would include House Rent Allowance, running and maintenance expenses of car (including fuel, repairs and maintenance, insurance, driver’s salary, etc.), Superannuation, Leave Travel Allowance, Conveyance, Personal Pay, medical reimbursement of ` 15,000/- per annum, etc. of ` 1,76,09,148/- per annum and proportionately upto May 6, 2019.

Performance Bonus:

70% of total fixed pay (basic + allowances). Should the bonus be more than 50% of fixed pay, 60% of the bonus would be paid upfront and balance equally deferred over 3 years. An amount equivalent to

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superannuation allowance (which is paid as part of allowances) will be excluded from performance bonus calculations. Performance bonus would be based on achievement of the performance parameters and such other components as may be determined by the Board of Directors or the Nomination & Remuneration Committee in accordance with the Compensation Policy of the Company.

Perquisites:

Perquisites (evaluated as per Income-tax Rules, wherever applicable and at actual cost to the Company in other cases) like the Company provided car in line with Group benefits policy, one time soft furnishing allowance of upto ` 18,00,000/- for a period of five years, telephone and internet usage at residence or reimbursement of expenses in lieu thereof, 1 club membership, group life insurance cover of ` 1.25 Crore, personal accident insurance cover of ` 4.5 Crore, medical insurance for hospitalization coverage for self and dependents of ` 4 Lac per annum and domiciliary medical expenses for self and dependents of ` 75,000/- per annum (out of which ` 15,000/- was already included in the allowances), leave as per Company policy and children scholarship as per employees children scholarship scheme of the Company and 5% interest subsidy for housing loan for purchase of residential property up to a maximum value of ` 8 Crore in Mumbai (lower limits ranging from ` 3.5 Crore - ` 4.5 Crore for other cities as per the Group policy) and such other benefits, allowances, perquisites, etc. on such terms and conditions as may be approved by the Board of Directors or the Nomination & Remuneration Committee.

Retirement Benefits:

Retirement benefits like Provident fund and Gratuity, in accordance with the scheme(s) and rule(s) applicable to the members of the staff from time to time, for the aforesaid benefits.

Bonus for FY2019:

1,43,88,173/-. Since the bonus amount is more than 50% of fixed pay, 60% of the bonus amount would be paid upfront and balance equally deferred over 3 years.

RESOLVED further that Ms. Shilpa Kumar (DIN: 02404667) be granted employee stock options by the Company and the holding company (ICICI Bank Limited) from time to time.

RESOLVED further that pursuant to the relevant provisions of the Act, in the event of absence or inadequacy of net profit in any financial year, the remuneration payable to Ms. Shilpa Kumar

(DIN: 02404667) would be of the nature for which the approvals have been obtained from the Board of Directors and the shareholders of the Company, subject to applicable law, including the Act and the rules made thereunder and any other regulatory, statutory and governmental approvals, as may be necessary.


12. Revision in remuneration payable to Mr. Ajay Saraf (DIN: 00074885), the Executive Director of the Company:


RESOLVED that subject to the applicable provisions of the Companies Act, 2013 (‘the Act’) and the rules made thereunder and the provisions of the Articles of Association of the Company, Mr. Ajay Saraf (DIN: 00074885), Executive Director, be paid the following revised remuneration with effect from April 1, 2019:

Basic Salary:

` 1,04,52,000/- per annum effective April 1, 2019.

Allowances:

Basket of allowances that would include House Rent Allowance, Leave Travel Allowance, Conveyance, running and maintenance expenses of car (including fuel, repairs and maintenance, insurance, driver’s salary, etc.), Personal Pay, medical reimbursement of ` 15,000/- per annum, etc. of ` 1,27,93,092/- per annum.

Performance Bonus:

70% of total fixed pay (basic + allowances). Should the bonus be more than 50% of fixed pay, 60% of the bonus would be paid upfront and balance equally deferred over 3 years. Performance bonus would be based on achievement of the performance parameters and such other components as may be determined by the Board of Directors or the Nomination & Remuneration Committee in accordance with the compensation policy of the Company.

Perquisites:

Perquisites like one club membership, group life insurance cover of ` 1.25 Crore, personal accident cover of ` 3.6 Crore, Company provided car in line with Group benefits policy, medical insurance for

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hospitalisation coverage for self and dependants of ` 4 Lac per annum, domiciliary medical expenses for self and dependents of ` 75,000/- per annum (out of which ` 15,000/- was already included in the allowances), leave as per Company policy and children scholarship as per employees children scholarship scheme of the Company and such other benefits, allowances, perquisites, etc. on such terms and conditions as may be approved by the Board of Directors or the Nomination & Remuneration Committee.

Retirement Benefits:

Retirement benefits like Provident fund and Gratuity, in accordance with the scheme(s) and rule(s) applicable to the members of the staff from time to time, for the aforesaid benefits.

Bonus for FY2019:

1,15,12,910/-. Since the bonus amount is more than 50% of fixed pay, 60% of the bonus amount would be paid upfront and balance equally deferred over 3 years.

RESOLVED further that Mr. Ajay Saraf (DIN: 00074885) be granted employee stock options by the Company and the holding company (ICICI Bank Limited) from time to time.

RESOLVED further that pursuant to the relevant provisions of the Act, in the event of absence or inadequacy of net profit in any financial year, the remuneration payable to Mr. Ajay Saraf (DIN: 00074885) would be of the nature for which the approvals have been obtained from the Board of Directors and the shareholders of the Company, subject to applicable law, including the Act and the rules made thereunder and any other approvals, as may be necessary.


13. Payment of profit related commission to the Independent Directors of the Company:


RESOLVED that pursuant to Sections 149 (9), 197, 198 and other applicable provisions of the Companies Act, 2013 (‘the Act’) and the rules made thereunder (including any statutory

modification(s) or re-enactment(s) thereof for the time being in force), Regulation 17 (6) and other applicable provisions, if any, of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations’), framework for remuneration to non-executive Directors and subject to such regulatory approvals as may be required and subject to the total remuneration payable to Directors who are neither Managing Directors nor Whole-time Directors not exceeding in the aggregate 1% (one percent) of the net profits of the Company computed in the manner stipulated in Section 198 of the Act, consent of the Members be and is hereby accorded to pay compensation of ` 10,00,000/- per annum (exclusive of applicable taxes) for each financial year effective from the financial year ended March 31, 2019 onwards, in the form of profit related commission to each of the Independent Directors of the Company in proportion to their tenure in the Company during the relevant financial year.

RESOLVED further that the above payment of commission shall be subject to availability of net profits at the end of each financial year and shall be in addition to sitting fees and reimbursement of expenses being paid to the Independent Directors for attending the meetings of the Board of Directors and/or other meetings.

RESOLVED further that the Board of Directors of the Company (including the Nomination & Remuneration Committee) be and is hereby authorised to do all such acts, deeds, matters and things including deciding on the manner of payment of commission and settle all questions or difficulties that may arise with regard to the aforesaid resolution as it may deem fit and to execute any agreements, documents, instructions, etc. as may be necessary or desirable in connection with or incidental to give effect to the aforesaid resolution.

By Order of the Board of Directors For ICICI Securities Limited

Sd/- Raju Nanwani

Senior Vice President &Place: Mumbai Company SecretaryDate: May 23, 2019 FCS 4785

CIN: L67120MH1995PLC086241Website: www.icicisecurities.comRegistered Office:ICICI Centre, H. T. Parekh Marg,Churchgate, Mumbai - 400 020

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NOTES:

1. A statement pursuant to Section 102 (1) of the Companies Act, 2013 (‘the Act’) setting out the material facts concerning each item of special business i.e. Item Nos. 6 to 13 set out in the Notice is annexed hereto.

2. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND THE MEETING AND VOTE INSTEAD OF HIMSELF AND SUCH PROXY NEED NOT BE A MEMBER OF THE COMPANY. THE PROXY, IN ORDER TO BE EFFECTIVE, MUST BE DULY COMPLETED, STAMPED AND SIGNED AND SHOULD BE DEPOSITED AT THE REGISTERED OFFICE OF THE COMPANY NOT LESS THAN 48 HOURS BEFORE THE COMMENCEMENT OF THE MEETING.

A person can act as proxy on behalf of members not exceeding fifty (50) and holding in the aggregate not more than ten percent of the total share capital of the Company carrying voting rights. However, a member holding more than ten percent of the total share capital of the Company carrying voting rights may appoint a single person as proxy and such person shall not act as proxy for any other shareholder. Proxy form is enclosed herewith. Proxies submitted on behalf of the companies, societies etc., must be supported by an appropriate resolution/authority, as applicable. The holder of proxy shall prove his identity at the time of attending the Meeting.

3. During the period beginning twenty-four hours before the time fixed for the commencement of the Meeting and ending with the conclusion of the Meeting, a Member would be entitled to inspect the proxies lodged with the Company during normal business hours [9.00 a.m. (IST) to 6.00 p.m. (IST)] at the registered office of the Company, provided that a requisition for the same from a Member is received in writing not less than 3 days before the commencement of the Meeting.

4. Corporate members intending to send their authorised representatives to attend the Meeting are requested to send to the Company a certified copy of the Board resolution authorising their representative to attend and vote on their behalf at the Meeting.

5. In case of joint holders attending the Meeting, only such joint holder who is higher in the order of names will be entitled to vote.

6. The Company’s Registrar & Transfer Agent for its share registry (both, physical as well as electronic) is Karvy Fintech Private Limited (‘Karvy’ or ‘R&TA’) having its office at Karvy Selenium, Tower-B, Plot No. 31 & 32, Financial District, Nanakramguda, Serilingampally Mandal, Hyderabad - 500 032 (Unit: ICICI Securities Limited).

7. Voting through electronic means:

A. In compliance with Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations’) and Section 108 of the Act read with Rule 20 of the Companies (Management and Administration) Rules, 2014, as amended, the Company is pleased to provide Members, the facility to exercise their right to vote at the Twenty-Fourth Annual General Meeting (‘AGM’) by electronic means. The facility of casting votes by a Member using an electronic voting system from a place other than the venue of the AGM (‘remote e-voting’) will be provided by Karvy and the items of business as detailed in this Notice may be transacted through remote e-voting.

B. A person whose name is recorded in the Register of Members or in the Register of Beneficial Owners maintained by the depositories as on the cut-off date i.e. Friday, July 26, 2019 shall be entitled to avail the facility of remote e-voting as well as voting at the AGM.

C. A person who is not a Member as on the cut-off date should treat this Notice for information purpose only.

D. The facility for voting shall also be made available at the AGM and the Members attending the AGM who have not already cast their votes through remote e-voting shall be able to exercise their voting rights at the AGM.

E. The Members who have cast their votes through remote e-voting prior to the AGM may also attend the AGM but shall not be entitled to cast their votes again. However, in case a Member casts his/her vote both by voting at the AGM and by remote e-voting, then voting done through remote e-voting shall be considered and voting done at the AGM will be treated as invalid.

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8. The instructions for remote e-voting are as under:

A. In case a Member receives an e-mail of the AGM Notice from Karvy [for Members whose e-mail IDs are registered with the Company/ Depository Participant(s)]:

i. Launch internet browser by typing the URL: https://evoting.karvy.com.

ii. Enter the login credentials i.e. User ID and password provided in the e-mail received from Karvy. However, if you are already registered with Karvy for e-voting, you can use your existing User ID and password for casting your vote.

iii. After entering these details appropriately, Click on ‘LOGIN’.

iv. You will now reach password change Menu wherein you are required to mandatorily change your password. The new password shall comprise of minimum 8 characters with at least one upper case (A-Z), one lower case (a-z), one numeric value (0-9) and a special character (@,#,$, etc.). The system will prompt you to change your password and update your contact details like mobile number, e-mail ID, etc. on first login. You may also enter a secret question and answer of your choice to retrieve your password in case you forget it. It is strongly recommended that you do not share your password with any other person and that you take utmost care to keep your password confidential.

v. You need to login again with the new credentials.

vi. On successful login, the system will prompt you to select the e-voting event.

vii. Select ‘EVENT’ of ICICI Securities Limited – AGM and click on ‘SUBMIT’.

viii. Now you are ready for ‘e-voting’ as ‘Ballot Form’ page opens.

ix. On the voting page, enter the number of shares (which represents the number of votes) as on the cut-off date under ‘FOR/AGAINST’ or alternatively, you may partially enter any number in ‘FOR’ and partially in ‘AGAINST’ but the total number in ‘FOR/AGAINST’ taken together should

not exceed your total shareholding as mentioned therein. You may also choose the option ‘ABSTAIN’. If the shareholder does not indicate either ‘FOR’ or ‘AGAINST’, it will be treated as ‘ABSTAIN’ and the shares held will not be counted under either head.

x. Members holding multiple folios/demat accounts shall choose the voting process separately for each of the folios/demat accounts.

xi. Voting has to be done for each item of the Notice separately. In case you do not desire to cast your vote on any specific item, it will be treated as abstained.

xii. You may then cast your vote by selecting an appropriate option and click on ‘SUBMIT’.

xiii. A confirmation box will be displayed. Click ‘OK’ to confirm else ‘CANCEL’ to modify. Once you confirm, you will not be allowed to modify your vote. During the voting period, Members can login any number of times till they have voted on the Resolution(s).

xiv. Corporate/Institutional Members (i.e. other than Individuals, HUF, NRI, etc.) are also required to send scanned certified true copy (PDF Format) of the Board Resolution/Authority Letter, etc. together with attested specimen signature(s) of the duly authorized representative(s), to the Scrutinizer at e-mail ID: [email protected] with a copy marked to [email protected]. The scanned image of the above mentioned documents should be in the naming format ‘Corporate Name_ EVENT NO.’

B. In case a Member receives a physical copy of the AGM Notice by Post/Courier [for Members whose e-mail IDs are not registered with the Company/Depository Participant(s)]:

i. User ID and initial password as provided by the Company in a separate letter along with the Notice in the below format :

User ID Password

-- --

https://evoting.karvy.com

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ii. Please follow all steps from Sr. No. (i) to (xiv) as mentioned in 8 (A) above, to cast your vote.

C. In case a person has become the Member of the Company after the dispatch of AGM Notice but on or before the cut-off date i.e. Friday, July 26, 2019, he/she may write to Karvy on the e-mail Id: [email protected] or to Ms. C. Shobha Anand/Mr. PSRCH Murthy, Contact No. 040 6716 2222, at Karvy Fintech Private Limited [Unit: ICICI Securities Limited], Karvy Selenium, Tower - B, Plot No. 31 & 32, Financial District, Nanakramguda, Serilingampally Mandal, Hyderabad - 500 032, requesting for the User ID and Password. After receipt of the above credentials, please follow all the steps from Sr. No. (i) to (xiv) as mentioned in 8 (A) above, to cast the vote.

D. If you have forgotten your password, you can reset your password by using ‘Forgot Password’ available on https://evoting.karvy.com or contact Karvy at toll free no.: 1-800-3454-001 or e-mail at [email protected].

9. The remote e-voting period commences on Tuesday, July 30, 2019 at 9.00 a.m. (IST) and ends on Thursday, August 1, 2019 at 5.00 p.m. (IST). During this period, the Members of the Company holding shares in physical form or in dematerialized form, as on the cut-off date being Friday, July 26, 2019 may cast their vote by electronic means in the manner and process set out hereinabove. The remote e-voting module shall be disabled for voting thereafter. Once the vote on a resolution is cast by the Member, the Member shall not be allowed to change it subsequently. Further, the Members who have casted their vote electronically shall not vote by way of poll, if held at the Meeting.

10. In case of any query/grievance with respect to remote e-voting, please visit the ‘Help’ & ‘FAQs’ sections available on Karvy’s website: https://evoting.karvy.com or send an e-mail to [email protected] or call Karvy on toll free number 1800-3454-001 (from 9:00 a.m. to 6:00 p.m.). Members may contact Ms. C. Shobha Anand/ Mr. PSRCH Murthy, Contact No. 040 6716 2222, at Karvy Fintech Private Limited [Unit: ICICI Securities Limited], Karvy Selenium, Tower-B, Plot No. 31 & 32, Financial District, Nanakramguda, Serilingampally Mandal, Hyderabad - 500 032 for further clarifications.

11. The voting rights of the Members shall be in proportion to their shares of the paid-up equity

share capital of the Company as on the cut-off date i.e. Friday, July 26, 2019.

12. The Company has appointed Dholakia & Associates LLP, Practicing Company Secretaries as the Scrutinizer. Accordingly, Mr. Bhumitra V. Dholakia and/or Mr. Nrupang B. Dholakia, Designated Partners of Dholakia & Associates LLP, Practicing Company Secretaries or any other person of repute authorised by them would act as the Scrutinizer to scrutinize the voting process in a fair and transparent manner.

13. The Chairman shall, at the AGM, allow voting on all the resolutions with the assistance of scrutinizer for all those Members who are present at the AGM and have not cast their votes by availing the remote e-voting facility.

14. The Scrutinizer shall, immediately after the conclusion of the voting at the AGM, first count the votes cast at the AGM, thereafter unblock the votes cast through remote e-voting in the presence of at least two (2) witnesses not in the employment of the Company and make, not later than 48 hours from the conclusion of the AGM, a consolidated Scrutinizer’s Report of the total votes cast in favour or against, if any, and provide the report to the Chairman or to any other person authorized by the Chairman.

15. The Results on resolutions shall be declared on or after the AGM of the Company and the resolution(s) will be deemed to have been passed on the date of the AGM subject to receipt of the requisite number of votes in favour of the Resolution(s).

16. The Results declared along with the Scrutinizer’s Report(s) will be available on the website of the Company www.icicisecurities.com and Karvy’s website https://evoting.karvy.com and the communication will be sent to National Stock Exchange of India Limited and BSE Limited and will also be displayed at the Registered as well as Corporate Office of the Company.

17. The Register of Members and Share Transfer Books of the Company will remain closed from Saturday, July 27, 2019 to Friday, August 2, 2019 (both days inclusive) for determining the names of the Members eligible for final dividend on equity shares for the financial year ended March 31, 2019.

18. The final dividend for the financial year ended March 31, 2019, at the rate of ` 5.70 per equity share of face value of ` 5/- each, as recommended by the

http://www.icicisecurities.com


9

Board of Directors, if approved at the AGM, would be paid to those Members who hold shares:

i. In dematerialised mode, based on the beneficial ownership details to be received from National Securities Depository Limited (‘NSDL’) and Central Depository Services (India) Limited (‘CDSL’) as at the close of business hours on Friday, July 26, 2019.

ii. In physical mode, if their names appear in the Company’s Register of Members at the close of business hours of Friday, July 26, 2019. The instruments of transfer in respect of shares held in physical form should be lodged with Karvy so as to reach them on or before Friday, July 26, 2019.

19. Members wishing to claim unclaimed dividends are requested to correspond with Karvy or the Company Secretary, at the Company’s registered office. Members are requested to note that dividends which are not claimed within seven (7) years from the date of transfer to the Company’s Unpaid Dividend Account, will, as per the provisions of Section 124 of the Act and rules made thereunder, be transferred to the Investor Education and Protection Fund. Further, pursuant to the provisions of Section 124 (6) of the Act read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, as amended, all shares in respect of which dividend has not been paid or claimed for seven (7) consecutive years or more shall be transferred to the demat account of the Investor Education and Protection Fund authority. The Company has uploaded the details of unpaid and unclaimed dividend amounts on the website of the Company www.icicisecurities.com.

20. Members holding shares in physical form are requested to immediately notify change in their address, to Karvy at their above mentioned address, quoting their Folio Number(s).

In order to avoid fraudulent encashment of dividend warrants, Members holding shares in physical form are requested to send to the Registrar & Transfer Agent of the Company, at the above mentioned address, on or before Friday, July 26, 2019, a Bank Mandate (providing details of name and address of bank branch, PIN code and particulars of the bank account) or changes therein, if not provided earlier, under the signature of the Sole/First holder quoting their Folio Number. This information will be printed on the dividend warrants. Members may also avail of the Electronic Clearing Service (‘ECS’) mandate facility provided by the Company.

21. Members holding shares in dematerialised mode are requested to intimate all changes pertaining to their bank details, ECS mandates, e-mail addresses, nominations, power of attorney, change of address/name, etc. to their Depository Participants (‘DP’) only and not to the Company or Karvy. Any such changes effected by the DPs will automatically reflect in the Company’s subsequent records.

22. The Securities and Exchange Board of India has mandated the submission of Permanent Account Number (‘PAN’) by every participant in the securities market. Members holding shares in electronic form are requested to submit their PAN to their Depository Participant(s). Members holding shares in physical form shall submit their PAN details to Karvy.

23. Members may avail the nomination facility as provided under Section 72 of the Act.

24. Pursuant to Regulation 36 of Listing Regulations and Sections 101 and 136 of the Act read with the Companies (Accounts) Rules, 2014 and all other applicable provisions of the Act, read with the Rules made thereunder, the companies can serve/send various reports, documents, communications, including but not limited to Annual Report comprising of the Report of the Board of Directors, Auditors’ Report, Financial Statements, Notice of General Meetings, etc. (hereinafter referred to as ‘the Documents’) to its Members through electronic mode at their e-mail addresses.

Annual Report including the Report of the Board of Directors, Auditors’ Report, Financial Statements, Notice of this AGM, Attendance Slip, Proxy Form, etc. is being sent by electronic mode to all the Members whose e-mail addresses are registered with the Company/R&TA/depositories unless a Member has requested for a hard copy of the same. For Members who have not registered their e-mail addresses, physical copies of the aforementioned documents are being sent by the permitted mode. The Notice of the AGM and the Annual Report are also available on the Company’s website at www.icicisecurities.com and on the website of Karvy at https://evoting.karvy.com.

25. Members who have not registered/updated their e-mail addresses with Karvy, if shares are held in physical mode or with their DPs/Company, if shares are held in electronic mode, are requested to do so for receiving all future communications from the Company including Annual Reports, Notices, Circulars, etc., electronically.




10

26. Non-Resident Indian Members are requested to inform their respective DPs, immediately of:

• Change in their residential statuson return toIndia for permanent settlement.

• Particulars of their bank account maintainedin India with complete name, branch, account type, account number and address of the bank with pin code number, if not furnished earlier.

27. Statutory Registers, the certificate from the Auditors of the Company certifying that ICICI Securities Limited Employees Stock Option Scheme – 2017 is in compliance with the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 and all the documents referred to in the Notice and Explanatory Statement will be available for inspection by the Members at the Registered Office of the Company during business hours of the Company on any working day from the date hereof upto the date of the Meeting. The relevant documents referred to in the Notice and Explanatory Statement will also be available for inspection by the Members at the Meeting.

28. Members desirous of getting any information about the accounts and/or operations of the Company are requested to write to the Company at least seven days before the date of the Meeting to enable the Company to keep the information ready at the Meeting.

29. Pursuant to Regulation 36 (3) of Listing Regulations and Secretarial Standard - 2, the required details of the Directors proposed to be appointed/ re-appointed and the terms of proposed remuneration of the Directors are given in the Annexure forming part of the Notice.

30. Notification of the Securities and Exchange Board of India relating to transfer of equity shares held in physical form:

The Securities and Exchange Board of India vide notification dated June 8, 2018 amended Regulation 40 of Listing Regulations, which came into force with effect from April 1, 2019. Accordingly, effective April 1, 2019 except in cases of transmission or transposition, transfer of securities of Company cannot be processed unless the securities are held in dematerialized form with a depository. The implication of the said amendment is that post April 1, 2019, equity shares of the Company which are held in physical form by shareholders can be continued to be held in physical form, but cannot be further transferred by the Company or its R&TA except in case of transmission and transposition matters. The Members are requested to take note of the same and may consider dematerialization of physical shares held by them to avoid inconvenience in transfer of shares, in future.

By Order of the Board of DirectorsFor ICICI Securities Limited

Sd/-Raju Nanwani


CIN: L67120MH1995PLC086241Website: www.icicisecurities.comRegistered Office:ICICI Centre, H. T. Parekh Marg,Churchgate, Mumbai - 400 020


11

Item No. 6

Mr. Vinod Kumar Dhall (DIN: 02591373) was appointed as an Independent Director of the Company pursuant to the provisions of Sections 149, 150, 152, Schedule IV and other applicable provisions of the Companies Act, 2013 (‘the Act’) read with the rules made thereunder (not liable to retire by rotation) for a term of five (5) consecutive years with effect from October 28, 2014 upto October 27, 2019.

Pursuant to Article 43 of the Articles of Association of the Company, the Board of Directors, at its meeting held on October 19, 2018, appointed Mr. Dhall as the Chairman of the Board of Directors of the Company.

Pursuant to the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended from time to time (‘Listing Regulations’), approval of the Members of the Company was required for continuation of directorship of Mr. Vinod Kumar Dhall (DIN: 02591373), as an Independent Director of the Company, on attaining the age of seventy five years on February 20, 2019, up to the expiry of his present term as an Independent Director i.e. upto October 27, 2019. Accordingly, the approval of Members was obtained by way of Special Resolution through Postal Ballot for continuation of his remaining tenure till October 27, 2019 as an Independent Director.

It is proposed to re-appoint Mr. Vinod Kumar Dhall (DIN: 02591373) as an Independent Director of the Company, not liable to retire by rotation, for a second term of five (5) consecutive years with effect from October 28, 2019 upto October 27, 2024, subject to the approval of the Members of the Company by Special Resolution as set out at Item No. 6 of this Notice and other regulatory approvals, if any.

In the opinion of the Board of Directors, Mr. Vinod Kumar Dhall (DIN: 02591373) fulfills the conditions specified in the Act and the rules made thereunder for his re-appointment as an Independent Director of the Company and is independent of the Management. The annual performance evaluation results for Mr. Dhall were also positive on an overall basis confirming high performance standards. Further, Mr. Vinod Kumar Dhall (DIN: 02591373) is a person of high repute, integrity and has rich and varied experience which will be an invaluable input to the Company’s strategic direction and decision making. His contributions and guidance during the deliberations at the Board and Committee meetings have been of immense help to the Company.

After taking into consideration report of performance evaluation of Mr. Vinod Kumar Dhall (DIN: 02591373),

STATEMENT PURSUANT TO SECTION 102 (1) OF THE COMPANIES ACT, 2013, SETTING OUT THE MATERIAL FACTS CONCERNING EACH ITEM OF SPECIAL BUSINESS

background, experience and contribution made by him, the Board of Directors at its meeting held on April 23, 2019, based on the recommendation of the Nomination and Remuneration Committee, approved the re-appointment of Mr. Vinod Kumar Dhall (DIN: 02591373), as an Independent Director of the Company, not liable to retire by rotation, for a second term of five (5) consecutive years with effect from October 28, 2019 upto October 27, 2024, subject to the approval of the Members of the Company by Special Resolution and other regulatory approvals, if any.

As per the requirements of Regulation 36 (3) of Listing Regulations and Secretarial Standard 2, issued by the Institute of Company Secretaries of India, the required details of Mr. Vinod Kumar Dhall (DIN: 02591373) are appended in the Annexure forming part of the Notice.

The Directors recommend the Resolution at Item No. 6 of the accompanying Notice as a Special Resolution for approval of the Members of the Company.

Except Mr. Vinod Kumar Dhall (DIN: 02591373) and his relatives, none of the other Directors, Key Managerial Personnel of the Company and their relatives are in any way concerned or interested, financially or otherwise in the passing of resolution set out at Item No. 6 of the accompanying Notice.

Documents relevant to the re-appointment of Mr. Vinod Kumar Dhall (DIN: 02591373) as an Independent Director of the Company are available for inspection at the Registered Office of the Company during business hours on any working day of the Company without payment of fee.

Item Nos. 7 & 8

The Board of Directors had, vide circular resolutions dated October 11, 2018, appointed Mr. Anup Bagchi (DIN: 00105962) and Mr. Pramod Rao (DIN: 02218756), as Additional Directors (in the category of Non-executive Directors) on the Board of Directors of the Company with effect from October 11, 2018 pursuant to Section 161 of the Companies Act, 2013 (‘the Act’) to hold office upto the date of the Twenty-Fourth Annual General Meeting.

In terms of Section 160 of the Act, the Company has received Notices in writing from a Member of the Company proposing the appointment of Mr. Anup Bagchi (DIN: 00105962) and Mr. Pramod Rao (DIN: 02218756) as the Directors of the Company.

The Board of Directors at its meeting held on April 23, 2019, based on the recommendation of the

12

Nomination and Remuneration Committee, approved the appointments of Mr. Anup Bagchi (DIN: 00105962) and Mr. Pramod Rao (DIN: 02218756) as the Non-executive Directors of the Company with effect from the date of the Twenty-Fourth Annual General Meeting, subject to the approval of the Members of the Company and other regulatory approvals, if any.

In the opinion of the Board of Directors, Mr. Anup Bagchi (DIN: 00105962) and Mr. Pramod Rao (DIN: 02218756) fulfill the conditions specified in the Act and the rules made thereunder for their appointment as Non-executive Directors of the Company.

In view of the above, it is proposed to appoint Mr. Anup Bagchi (DIN: 00105962) and Mr. Pramod Rao (DIN: 02218756) as the Non-executive Directors of the Company with effect from the date of the Twenty-Fourth Annual General Meeting, subject to the approval of the Members of the Company and other regulatory approvals, if any.

As per the requirements of Regulation 36 (3) of Listing Regulations and Secretarial Standard 2, issued by the Institute of Company Secretaries of India, the required details of Mr. Anup Bagchi (DIN: 00105962) and Mr. Pramod Rao (DIN: 02218756) are appended in the Annexure forming part of the Notice.

The Directors recommend the Resolutions at Item Nos. 7 & 8 of the accompanying Notice as Ordinary Resolutions for approval of the Members of the Company.

Except Mr. Anup Bagchi (DIN: 00105962), Mr. Pramod Rao (DIN: 02218756) and their relatives, none of the other Directors and Key Managerial Personnel of the Company and their relatives are in any way concerned or interested, financially or otherwise, in the passing of resolutions set out at Item Nos. 7 & 8 of the accompanying Notice.

Documents relevant to the appointment of Mr. Anup Bagchi (DIN: 00105962) and Mr. Pramod Rao (DIN: 02218756) are available for inspection at the Registered Office of the Company during business hours on any working day of the Company without payment of fee.

Item No. 9

The Board of Directors at its meeting held on March 30, 2019, appointed Mr. Vijay Chandok (DIN: 01545262) as an Additional Director on the Board of Directors of the Company with effect from May 7, 2019 pursuant to Section 161 of the Companies Act, 2013 (‘the Act’) to hold office upto the date of the Twenty-Fourth Annual General Meeting.

In terms of Section 160 of the Act, the Company has received a Notice in writing from a Member of the

Company proposing the appointment of Mr. Vijay Chandok (DIN: 01545262) as the Director of the Company.

The Board of Directors at its meeting held on April 23, 2019, based on the recommendation of the Nomination and Remuneration Committee, approved the appointment of Mr. Vijay Chandok (DIN: 01545262) as a Director of the Company with effect from the date of the Twenty-Fourth Annual General Meeting, subject to the approval of the Members of the Company and other regulatory approvals, if any.

In the opinion of the Board of Directors, Mr. Vijay Chandok (DIN: 01545262) fulfills the conditions specified in the Act and the rules made thereunder for his appointment as Director of the Company.

In view of the above, it is proposed to appoint Mr. Vijay Chandok (DIN: 01545262) as the Director of the Company, subject to the approval of the Members of the Company and other regulatory approvals, if any.

As per the requirements of Regulation 36 (3) of Listing Regulations and Secretarial Standard 2, issued by the Institute of Company Secretaries of India, the required details of Mr. Vijay Chandok (DIN: 01545262) are appended in the Annexure forming part of the Notice.

The Directors recommend the Resolution at Item No. 9 of the accompanying Notice as an Ordinary Resolution for approval of the Members of the Company.

Except Mr. Vijay Chandok (DIN: 01545262) and their relatives, none of the other Directors and Key Managerial Personnel of the Company and their relatives are in any way concerned or interested, financially or otherwise, in the passing of resolution set out at Item No. 9 of the accompanying Notice.

Documents relevant to the appointment of Mr. Vijay Chandok (DIN: 01545262) are available for inspection at the Registered Office of the Company during business hours on any working day of the Company without payment of fee.

Item No. 10

The Board of Directors at its meeting held on March 30, 2019, appointed Mr. Vijay Chandok (DIN: 01545262) as the Managing Director & CEO of the Company for a period of five (5) years with effect from May 7, 2019 till May 6, 2024, subject to the approval of the Members and other regulatory approvals, if any.

Based on the recommendation of the Board of Directors, it is proposed to appoint Mr. Vijay Chandok (DIN: 01545262) as the Managing Director & CEO of the Company with effect from May 7, 2019 till May 6, 2024, subject to the approval of the Members of the Company and other regulatory approvals, if any.

13

The Board of Directors of the Company has, at its meeting held on May 17, 2019, based on the recommendation of the Nomination & Remuneration Committee, approved the remuneration payable to Mr. Vijay Chandok (DIN: 01545262) with effect from May 7, 2019 subject to the approval of the Members of the Company.

Further, pursuant to the provision of Section 197 of the Companies Act, 2013 (‘the Act’), the details of remuneration of the Managing Director & CEO of the Company are set out in the Resolution at Item No. 10.

As per the requirements of Secretarial Standard 2, issued by the Institute of Company Secretaries of India, please find appended in the Annexure forming part of the Notice, the required details of Mr. Vijay Chandok (DIN: 01545262).


Except Mr. Vijay Chandok (DIN: 01545262) and his relatives, none of the other Directors, Key Managerial Personnel of the Company and their relatives are in any way concerned or interested, financially or otherwise in the passing of resolution set out at Item No. 10 of the accompanying Notice.

The terms and conditions stated in the resolution and information given as above may be treated as an abstract of the terms of contract under Section 190 (1) of the Act.

Documents relevant to the appointment of and remuneration payable to Mr. Vijay Chandok (DIN: 01545262) as the Managing Director & CEO of the Company are available for inspection at the Registered Office of the Company during business hours on any working day of the Company without payment of fee.

Item No. 11

The Board of Directors of the Company has, at its meeting held on April 23, 2019, based on the recommendation of the Nomination & Remuneration Committee (‘NRC’), approved modification in the remuneration payable to Ms. Shilpa Kumar (DIN: 02404667), for her tenure as the Managing Director & CEO of the Company for a period from April 1, 2019 to May 6, 2019. The NRC also approved the Performance Bonus for FY2019 payable to Ms. Shilpa Kumar (DIN: 02404667). The aforesaid proposed remuneration including performance bonus for FY2019 payable to Ms. Shilpa Kumar (DIN: 02404667) is subject to the approval of the Members of the Company.

Further, pursuant to the provision of Section 197 of the Companies Act, 2013 (‘the Act’), the details in this regard are set out in the Resolution at Item No. 11.

Stock Options:

Ms. Shilpa Kumar (DIN: 02404667), was granted 1,22,800 and 2,50,200 stock options for FY2018 and FY2019 respectively by the Company under ICICI Securities Limited - Employees Stock Option Scheme – 2017. She was also granted 51,900 stock options for FY2019 by ICICI Bank Limited under ICICI Bank Employees Stock Option Scheme - 2000. The stock option grants have a vesting schedule of three years, in the ratio of 30%:30%:40% starting one year from the date of the grant of the options.

As per the requirements of Secretarial Standard 2, issued by the Institute of Company Secretaries of India, please find appended in the Annexure forming part of the Notice, the required details of Ms. Shilpa Kumar (DIN: 02404667).


Except Ms. Shilpa Kumar (DIN: 02404667) and her relatives, none of the other Directors, Key Managerial Personnel of the Company and their relatives are in any way concerned or interested, financially or otherwise in the passing of resolution set out at Item No. 11 of the accompanying Notice.


Documents relevant to the revision in remuneration to Ms. Shilpa Kumar (DIN: 02404667) are available for inspection at the Registered Office of the Company during business hours on any working day of the Company without payment of fee.

Item No. 12

The Board of Directors of the Company has, at its meeting held on April 23, 2019, based on the recommendation of the Nomination & Remuneration Committee, approved modification in the remuneration payable to Mr. Ajay Saraf (DIN: 00074885) with effect from April 1, 2019 along with the Performance Bonus for FY2019 subject to the approval of the Members of the Company.

Further, pursuant to the provision of Section 197 of the Companies Act, 2013 (‘the Act’), the details of revised remuneration of the Executive Director are set out in the Resolution at Item No. 12.

Stock Options:

Mr. Ajay Saraf (DIN: 00074885) was granted 53,900 and 1,99,600 stock options for FY2018 and FY2019 respectively by the Company under ICICI Securities Limited - Employees Stock Option Scheme – 2017. He was also granted 41,400 stock options for FY2019 by ICICI

14

Bank Limited under ICICI Bank Employees Stock Option Scheme - 2000. The stock option grants have a vesting schedule of three years, in the ratio of 30%:30%:40% starting one year from the date of the grant of the options.

As per the requirements of Secretarial Standard 2, issued by the Institute of Company Secretaries of India, please find appended in the Annexure forming part of the Notice, the required details of Mr. Ajay Saraf (DIN: 00074885).


Except Mr. Ajay Saraf (DIN: 00074885) and his relatives, none of the other Directors, Key Managerial Personnel of the Company and their relatives are in any way concerned or interested, financially or otherwise in the passing of resolution set out at Item No. 12 of the accompanying Notice.


Documents relevant to the revision in remuneration to Mr. Ajay Saraf (DIN: 00074885) are available for inspection at the Registered Office of the Company during business hours on any working day of the Company without payment of fee.

Item No. 13

The Members of the Company at the Twenty-Third Annual General Meeting of the Company held on August 30, 2018 approved the payment of profit related commission of ` 7,50,000/- per annum (exclusive of applicable taxes) to each of the Independent Directors of the Company in proportion with their tenure, for the financial year ended March 31, 2018.

Pursuant to the provisions of Sections 149 (9), 197, 198 and other applicable provisions of the Companies Act, 2013 (‘the Act’) and the rules made thereunder and Regulation 17 (6) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors of the Company has, at its meeting held on April 23, 2019, based on the recommendation of the Nomination & Remuneration Committee, approved the payment of ` 10,00,000/- per annum for each financial year effective from the financial year ended March 31, 2019 onwards, in the form of profit related commission (exclusive of applicable taxes) to each of the Independent Directors of the Company in proportion to their tenure in the Company during the relevant financial year, subject to the approval of the Members.

The threshold limit prescribed under Section 197 of the Act is 1% of the net profits of the Company if there is a Managing Director or Whole-time Director and 3% of the net profits of the Company in any other case. However, sitting fees paid to the Independent Directors are outside the purview of the above limits.

Accordingly, the approval of the Members is now being sought for aforesaid payment of profit related commission to the Independent Directors of the Company in proportion with their tenure, for each financial year effective from financial year ended March 31, 2019 onwards, subject to availability of net profits at the end of each financial year. The total commission payable shall be within the limits as prescribed under Section 197 of the Act and shall not exceed 1% of the net profits of the Company computed in accordance with the manner laid down in Section 198 of the Act.


Except Mr. Vinod Kumar Dhall (DIN: 02591373), Mr. Ashvin Parekh (DIN: 06559989), Mr. Subrata Mukherji (DIN: 00057492), Ms. Vijayalakshmi Iyer (DIN: 05242960) and their relatives, none of the other Directors, Key Managerial Personnel of the Company and their relatives are in any way concerned or interested, financially or otherwise in the passing of resolution at Item No. 13 of the accompanying Notice.

As per the requirements of Secretarial Standard 2, issued by the Institute of Company Secretaries of India, please find appended in the Annexure forming part of the Notice, the details of the Independent Directors who are entitled to profit related commission.

Documents relevant to the payment of profit related commission to the Independent Directors are available for inspection at the Registered Office of the Company during business hours on any working day of the Company without payment of fee.

By Order of the Board of DirectorsFor ICICI Securities Limited

Sd/-Raju Nanwani


CIN: L67120MH1995PLC086241Website: www.icicisecurities.comRegistered Office:ICICI Centre, H. T. Parekh Marg,Churchgate, Mumbai – 400 020


15

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gs a

tten

ded

/ent

itled

to

att

end

dur

ing

the

year

6/6

Term

s an

d c

ond

itio

ns o

f ap

po

intm

ent

or

re-a

pp

oin

tmen

tIte

m N

o. 4

- R

e-ap

po

intm

ent a

s a

Dir

ecto

r, lia

ble

to r

etir

e b

y ro

tatio

n.Ite

m N

o. 1

2 -

No

t Ap

plic

able

Det

ails

of r

emun

erat

ion

last

dra

wn

Bas

ic S

alar

y -

` 98

,60,

400/

-

Allo

wan

ces

- `

1,20

,68,

952/

-. A

llow

ance

s in

clud

e ho

use

rent

allo

wan

ce,

runn

ing

and

mai

nten

ance

exp

ense

s o

f ca

r (in

clud

ing

fuel

, re

pai

rs a

nd m

aint

enan

ce,

insu

ranc

e, d

rive

r’s

sala

ry),

leav

e tr

avel

allo

wan

ce, c

onv

eyan

ce, p

erso

nal p

ay, m

edic

al r

eim

bur

sem

ent o

f ` 1

5,00

0/-

per

ann

um.

Perf

orm

ance

Bo

nus

- 7

8,12

,332

/-. I

n th

e ev

ent t

he q

uant

um o

f bo

nus

exce

eds

50%

of t

ota

l fix

ed p

ay, 6

0% o

f the

bo

nus

is p

aid

up

fro

nt a

nd b

alan

ce 4

0% is

def

erre

d

to b

e p

aid

eq

ually

ove

r th

e ne

xt t

hree

yea

rs in

acc

ord

ance

with

the

co

mp

ensa

tion

po

licy.

Per

form

ance

bo

nus

of

` 1,

30,2

0,55

4/-

was

ap

pro

ved

by

the

Bo

ard

fo

r FY

2018

on

Ap

ril 1

4, 2

018.

The

bo

nus

amo

unt o

f ` 7

8,12

,332

/- is

the

upfr

ont

bo

nus

amo

unt (

i.e. 6

0% o

f ` 1

,30,

20,5

54/-

) fo

r FY

2018

whi

ch w

as p

aid

on

Ap

ril 3

0, 2

018.

In

ad

diti

on

to th

is a

bo

ve m

entio

ned

am

oun

t, he

was

als

o p

aid

the

def

erre

d tr

anch

es o

f bo

nus

app

rove

d in

the

pre

vio

us y

ears

.

Co

ntri

but

ion

to p

rovi

den

t fun

d -

` 1

1,83

,248

/-

Co

ntri

but

ion

to g

ratu

ity fu

nd -

` 8

,21,

376/

-

Perq

uisi

tes

- Per

qui

site

s lik

e o

ne c

lub

mem

ber

ship

, gro

up li

fe in

sura

nce

cove

r o

f ` 1

.25

Cro

re, p

erso

nal a

ccid

ent c

ove

r o

f ` 3

.6 C

rore

, Co

mp

any

pro

vid

ed c

ar in

line

w

ith G

roup

ben

efits

po

licy,

med

ical

insu

ranc

e fo

r ho

spita

lisat

ion

cove

rage

for

self

and

dep

end

ants

of `

4 L

ac p

er a

nnum

, do

mic

iliar

y m

edic

al e

xpen

ses

for

self

and

d

epen

den

ts o

f ` 7

5,00

0/- p

er a

nnum

(out

of w

hich

` 1

5,00

0/- w

as a

lrea

dy

incl

uded

in th

e al

low

ance

s), l

eave

as

per

Co

mp

any

po

licy

and

chi

ldre

n sc

hola

rshi

p a

s p

er

emp

loye

es c

hild

ren

scho

lars

hip

sch

eme

of t

he C

om

pan

y.

Sto

ck O

ptio

ns -

53,

900

op

tions

gra

nted

by

the

Co

mp

any

und

er IC

ICI S

ecur

ities

Lim

ited

- E

mp

loye

es S

tock

Op

tion

Sch

eme

– 20

17 a

nd 1

,06,

400

op

tions

gra

nted

by

ICIC

I Ban

k Li

mite

d u

nder

ICIC

I Ban

k E

mp

loye

es S

tock

Op

tion

Sch

eme,

200

0.

Det

ails

of r

emun

erat

ion

soug

ht to

be

paid

As

set o

ut in

the

Res

olu

tion

at It

em N

o. 1

2 o

f the

No

tice.

16

2.

Mr.

Vin

od K

um

ar

Dhall (

DIN

: 02591373)

– Ite

m N

os.

6 a

nd 1

3

Nam

e o

f the

Dir

ecto

rM

r. V

ino

d K

umar

Dha

ll

Age

75 y

ears

Dat

e o

f fir

st a

pp

oin

tmen

t on

Bo

ard

Oct

ob

er 2

8, 2

014

Qua

lific

atio

n,

exp

erie

nce

&

natu

re

of

exp

ertis

eM

r. V

ino

d K

umar

Dha

ll is

an

Ind

epen

den

t Dir

ecto

r an

d C

hair

man

of t

he B

oar

d o

f Dir

ecto

rs o

f our

Co

mp

any.

He

was

in th

e In

dia

n A

dm

inis

trat

ive

Ser

vice

(IA

S) w

here

he

wo

rked

at v

ery

high

leve

ls in

go

vern

men

t, at

po

licy

as w

ell a

s ex

ecut

ive

leve

ls. A

s S

ecre

tary

, Min

istr

y o

f Co

rpo

rate

Aff

airs

, he

intr

od

uced

pat

h-b

reak

ing

refo

rms,

su

ch a

s en

actm

ent

of t

he C

om

pet

itio

n A

ct a

nd e

nhan

cing

co

rpo

rate

inso

lven

cy a

nd c

orp

ora

te g

ove

rnan

ce p

rovi

sio

ns. H

e se

t up

the

Ser

ious

Fra

uds

Inve

stig

atio

n O

ffic

e an

d in

itiat

ed t

he p

ione

erin

g E

-go

vern

ance

pro

ject

MC

A21

. He

has

long

exp

erie

nce

in e

cono

mic

and

ind

ustr

ial m

atte

rs a

nd r

egul

ato

ry e

xper

ienc

e in

clud

ing

as M

emb

er,

SE

BI

and

in

Insu

ranc

e. A

s C

hair

man

/CE

O o

f p

ublic

sec

tor

com

pan

ies,

he

has

dir

ect

com

mer

cial

exp

erie

nce.

He

also

wo

rked

ove

rsea

s w

ith U

nite

d

Nat

ions

org

aniz

atio

ns.

Mr.

Dha

ll is

rec

ogn

ised

as

one

of t

he le

adin

g In

dia

n ex

per

ts in

co

mp

etiti

on

po

licy

and

law

, and

is id

entif

ied

with

the

ori

gin

and

gro

wth

of t

he In

dia

n co

mp

etiti

on

law

. H

e w

as th

e fir

st M

emb

er a

nd C

hair

man

(act

ing)

of t

he C

om

pet

itio

n C

om

mis

sio

n o

f Ind

ia (C

CI).

He

set u

p th

e C

CI a

nd p

rep

ared

it fo

r its

late

r o

nero

us r

esp

ons

ibili

ties.

M

r. D

hall

has

an a

rran

gem

ent

with

rep

uted

law

fir

m P

latin

um P

artn

ers

to a

dvi

se c

lient

s o

n m

atte

rs r

elat

ing

to c

om

pet

itio

n la

w.

His

hig

hly

rega

rded

bo

ok

on

Co

mp

etiti

on

Law

is o

ne o

f the

firs

t bo

oks

on

the

sub

ject

in In

dia

.

He

is o

n th

e B

oar

ds

of D

irec

tors

of a

num

ber

of l

ead

ing

Co

mp

anie

s, a

nd is

/has

bee

n m

emb

er o

f var

ious

juri

es fo

r aw

ard

s in

are

as li

ke c

orp

ora

te s

oci

al r

esp

ons

ibili

ty

and

co

rpo

rate

go

vern

ance

.

Oth

er D

irec

tors

hip

s1.

IC

ICI P

rud

entia

l Pen

sio

n Fu

nds

Man

agem

ent C

om

pan

y Li

mite

d2.

IC

ICI P

rud

entia

l Tru

st L

imite

d3.

Sch

neid

er E

lect

ric

Infr

astr

uctu

re L

imite

d4.

Ad

vani

Ho

tels

& R

eso

rts

(Ind

ia) L

imite

d5.

IC

ICI H

om

e Fi

nanc

e C

om

pan

y Li

mite

d

Cha

irm

ansh

ip/M

emb

ersh

ip

of

Co

mm

ittee

s in

co

mp

anie

s in

w

hich

p

osi

tion

of D

irec

tor

is h

eld

ICIC

I Sec

uriti

es L

imite

d:

No

min

atio

n &

Rem

uner

atio

n C

om

mitt

ee (M

emb

er)

Co

rpo

rate

So

cial

Res

po

nsib

ility

Co

mm

ittee

(Cha

irm

an)

ICIC

I Pru

den

tial P

ensi

on

Fund

s M

anag

emen

t Co

mp

any

Lim

ited

:B

oar

d R

isk

Man

agem

ent &

Aud

it C

om

mitt

ee (C

hair

man

)B

oar

d N

om

inat

ion

& R

emun

erat

ion

Co

mm

ittee

(Cha

irm

an)

ICIC

I Pru

den

tial T

rust

Lim

ited

:A

udit

Co

mm

ittee

(Mem

ber

)

Sch

neid

er E

lect

ric

Infr

astr

uctu

re L

imite

d:

Aud

it C

om

mitt

ee (C

hair

man

)N

om

inat

ion

and

Rem

uner

atio

n C

om

mitt

ee (M

emb

er)

Ad

vani

Ho

tels

& R

eso

rts

(Ind

ia) L

imite

d:

Aud

it C

om

mitt

ee (M

emb

er)

ICIC

I Ho

me

Fina

nce

Co

mp

any

Lim

ited

:B

oar

d G

ove

rnan

ce, N

om

inat

ion

& R

emun

erat

ion

Co

mm

ittee

(Cha

irm

an)

Co

rpo

rate

So

cial

Res

po

nsib

ility

Co

mm

ittee

(Mem

ber

)

Rel

atio

nshi

p

with

o

ther

D

irec

tors

, M

anag

ers

and

o

ther

K

ey

Man

ager

ial

Pers

onn

el o

f the

Co

mp

any

No

ne

No

. of e

qui

ty s

hare

s he

ld in

the

Co

mp

any

as o

n d

ate

Nil

No

. o

f b

oar

d m

eetin

gs a

tten

ded

/ent

itled

to

att

end

dur

ing

the

year

5/6

Term

s an

d c

ond

itio

ns o

f ap

po

intm

ent

or

re-a

pp

oin

tmen

tIte

m N

o. 6

- R

e-ap

po

intm

ent a

s an

Ind

epen

den

t Dir

ecto

r o

f the

Co

mp

any,

no

t lia

ble

to r

etir

e b

y ro

tatio

n, fo

r a

seco

nd te

rm o

f fiv

e (5

) co

nsec

utiv

e ye

ars

with

eff

ect

fro

m O

cto

ber

28,

201

9 up

to O

cto

ber

27,

202

4.

Item

No

. 13

- N

ot A

pp

licab

le

Det

ails

of r

emun

erat

ion

last

dra

wn

Pro

fit r

elat

ed c

om

mis

sio

n o

f `

7,50

,000

/- p

er a

nnum

in p

rop

ort

ion

with

the

ten

ure

of

the

Dir

ecto

r, w

hich

is w

ithin

the

lim

its p

resc

rib

ed u

nder

Sec

tion

197

of

the

Co

mp

anie

s A

ct, 2

013.

Det

ails

of r

emun

erat

ion

soug

ht to

be

paid

Pro

fit r

elat

ed c

om

mis

sio

n o

f `

10,0

0,00

0/-

per

ann

um in

pro

po

rtio

n w

ith t

he t

enur

e o

f th

e D

irec

tor,

whi

ch is

with

in t

he li

mits

pre

scri

bed

und

er S

ectio

n 19

7 o

f th

e C

om

pan

ies

Act

, 201

3.

17

3.

Mr.

Anup B

agchi (D

IN:

00105962)

– Ite

m N

o. 7

Nam

e o

f the

Dir

ecto

rM

r. A

nup

Bag

chi

Age

49 y

ears

Dat

e o

f fir

st a

pp

oin

tmen

t on

Bo

ard

Oct

ob

er 1

1, 2

018

Qua

lific

atio

n,

exp

erie

nce

&

natu

re

of

exp

ertis

eM

r. A

nup

Bag

chi i

s an

Exe

cutiv

e D

irec

tor

on

the

Bo

ard

of I

CIC

I Ban

k Li

mite

d (‘

the

Ban

k’) s

ince

Feb

ruar

y 1,

201

7. P

rio

r to

this

, Mr.

Bag

chi w

as th

e M

anag

ing

Dir

ecto

r &

CE

O o

f IC

ICI S

ecur

ities

Lim

ited

. Und

er h

is le

ader

ship

, IC

ICI S

ecur

ities

Lim

ited

wo

n se

vera

l pre

stig

ious

aw

ard

s in

the

finan

cial

ser

vice

s sp

ace.

In h

is p

rese

nt ro

le in

ICIC

I Ban

k Li

mite

d, M

r. B

agch

i is

resp

ons

ible

for m

anag

ing

reta

il b

anki

ng, r

ural

and

incl

usiv

e b

anki

ng, t

reas

ury

cont

rol a

nd s

ervi

ces,

op

erat

ions

, in

fras

truc

ture

and

the

corp

ora

te b

rand

for

the

Ban

k. A

dd

itio

nally

, he

head

s th

e IC

ICI F

oun

dat

ion

for

Incl

usiv

e G

row

th, t

he C

SR

arm

of t

he IC

ICI G

roup

.

Mr.

Bag

chi j

oin

ed t

he IC

ICI G

roup

in 1

992

and

has

wo

rked

ext

ensi

vely

in t

he a

reas

of

reta

il b

anki

ng, c

orp

ora

te b

anki

ng a

nd t

reas

ury

and

inve

stm

ent

ban

king

. He

rep

rese

nts

the

ICIC

I Gro

up in

var

ious

reg

ulat

ory

co

mm

ittee

s o

f ke

y b

od

ies

such

as

RB

I and

SE

BI.

He

is a

mem

ber

of

RB

I’s E

xper

t C

om

mitt

ee o

n M

icro

, S

mal

l &

Med

ium

Ent

erp

rise

s an

d o

f SE

BI’s

Co

mm

ittee

on

Fina

ncia

l and

Reg

ulat

ory

Tec

hno

logi

es (C

FRT

) am

ong

oth

ers.

In t

he p

ast

too

, M

r. B

agch

i ha

s b

een

a m

emb

er i

n se

vera

l co

mm

ittee

s o

f va

rio

us o

rgan

isat

ions

. H

e w

as o

n th

e E

xecu

tive

Co

mm

ittee

of

Nat

iona

l S

ecur

ities

D

epo

sito

ry L

td.,

Ad

viso

ry C

om

mitt

ee o

f B

SE

Lim

ited

and

was

co

-Cha

irm

an o

f FI

CC

I’s C

apita

l M

arke

ts C

om

mitt

ee.

He

was

als

o a

mem

ber

of

SE

BI’s

Sec

ond

ary

Mar

kets

Ad

viso

ry C

om

mitt

ee, F

air M

arke

t Co

nduc

t Co

mm

ittee

and

Co

mm

ittee

on

Fina

ncia

l and

Reg

ulat

ory

Tec

hno

logi

es a

nd R

isk

Man

agem

ent R

evie

w C

om

mitt

ee.

Mr.

Bag

chi h

old

s a

po

st g

rad

uate

dip

lom

a in

man

agem

ent f

rom

the

Ind

ian

Inst

itute

of M

anag

emen

t, B

anga

lore

and

an

engi

neer

ing

deg

ree

fro

m th

e In

dia

n In

stitu

te

of T

echn

olo

gy, K

anp

ur. H

e ha

s b

een

hono

ured

with

‘The

Asi

an B

anke

r Pr

om

isin

g Yo

ung

Ban

ker

Aw

ard

’ and

‘Ind

ustr

y N

ewsm

aker

Aw

ard

’ by

Zee

Bus

ines

s.

Oth

er D

irec

tors

hip

s1.

IC

ICI B

ank

Lim

ited

2. C

om

m T

rad

e S

ervi

ces

Lim

ited

3. I

CIC

I Ho

me

Fina

nce

Co

mp

any

Lim

ited

4. I

CIC

I Pru

den

tial L

ife In

sura

nce

Co

mp

any

Lim

ited

5. I

CIC

I Pru

den

tial A

sset

Man

agem

ent C

om

pan

y Li

mite

d

Cha

irm

ansh

ip/M

emb

ersh

ip

of

Co

mm

ittee

s in

co

mp

anie

s in

w

hich

p

osi

tion

of D

irec

tor

is h

eld

ICIC

I Sec

uriti

es L

imite

d:

No

min

atio

n &

Rem

uner

atio

n C

om

mitt

ee (M

emb

er)

ICIC

I Ban

k Li

mite

d:

Cus

tom

er S

ervi

ce C

om

mitt

ee (M

emb

er)

Frau

d M

oni

tori

ng C

om

mitt

ee (M

emb

er)

Sta

keho

lder

s R

elat

ions

hip

Co

mm

ittee

(Mem

ber

)C

om

mitt

ee o

f Exe

cutiv

e D

irec

tors

(Mem

ber

)C

om

mitt

ee fo

r Id

entif

icat

ion

of W

ilful

Def

aulte

rs/N

on

Co

-op

erat

ive

bo

rro

wer

s (M

emb

er)

Co

mm

ittee

of S

enio

r M

anag

emen

t (M

emb

er)

Ass

et L

iab

ility

Man

agem

ent C

om

mitt

ee (M

emb

er)

Co

rpo

rate

So

cial

Res

po

nsib

ility

Co

mm

ittee

(Mem

ber

)In

form

atio

n Te

chno

logy

Str

ateg

y C

om

mitt

ee (M

emb

er)

ICIC

I Pru

den

tial L

ife In

sura

nce

Co

mp

any

Lim

ited

:B

oar

d C

usto

mer

Ser

vice

& P

olic

yho

lder

s’ P

rote

ctio

n C

om

mitt

ee (M

emb

er)

Bo

ard

No

min

atio

n &

Rem

uner

atio

n C

om

mitt

ee (M

emb

er)

Str

ateg

y C

om

mitt

ee (M

emb

er)

ICIC

I Ho

me

Fina

nce

Co

mp

any

Lim

ited

:A

sset

Lia

bili

ty M

anag

emen

t Co

mm

ittee

(Cha

irm

an)

Co

mm

ittee

of D

irec

tors

(Cha

irm

an)

Man

agem

ent C

om

mitt

ee (C

hair

man

)A

udit

& R

isk

Man

agem

ent C

om

mitt

ee (M

emb

er)

Bo

ard

Go

vern

ance

, No

min

atio

n an

d R

emun

erat

ion

Co

mm

ittee

(Mem

ber

) R

elat

ions

hip

w

ith

oth

er

Dir

ecto

rs,

Man

ager

s an

d

oth

er

Key

M

anag

eria

l Pe

rso

nnel

of t

he C

om

pan

y

No

ne

No.

of e

quity

sha

res

held

in th

e C

ompa

ny

as o

n da

te

1,93

2

No

. o

f b

oar

d m

eetin

gs a

tten

ded

/ent

itled

to

att

end

dur

ing

the

year

3/4

Term

s an

d c

ond

itio

ns o

f ap

po

intm

ent

or

re-a

pp

oin

tmen

tA

pp

oin

tmen

t as

a N

on-

exec

utiv

e N

on-

ind

epen

den

t Dir

ecto

r, lia

ble

to r

etir

e b

y ro

tatio

n.

Det

ails

of r

emun

erat

ion

last

dra

wn

No

t Ap

plic

able

Det

ails

of r

emun

erat

ion

soug

ht to

be

paid

Nil

18

4.

Mr.

Pra

mod R

ao (

DIN

: 02218756)

– Ite

m N

o. 8

Nam

e o

f the

Dir

ecto

rM

r. Pr

amo

d R

ao

Age

45 y

ears

Dat

e o

f fir

st a

pp

oin

tmen

t on

Bo

ard

Oct

ob

er 1

1, 2

018

Qua

lific

atio

n,

exp

erie

nce

&

natu

re

of

exp

ertis

eM

r. Pr

amo

d R

ao jo

ined

ICIC

I Ban

k Li

mite

d (‘

ICIC

I Ban

k’) a

s its

Gro

up G

ener

al C

oun

sel o

n A

ugus

t 16,

201

8 an

d o

vers

ees

the

lega

l fun

ctio

n fo

r th

e IC

ICI g

roup

.

Prev

ious

ly, M

r. R

ao h

ad s

erve

d a

s G

ener

al C

oun

sel f

or

Citi

Ind

ia c

lust

er (J

uly

2013

till

mid

-Aug

ust

2018

), an

d w

as r

esp

ons

ible

for

the

Lega

l & S

ecre

tari

al fu

nctio

ns

with

in C

iti In

dia

clu

ster

(in

corp

ora

ting

Ban

glad

esh

& S

ri L

anka

). H

e al

so o

vers

aw C

iti S

ecur

ity &

Inve

stig

ativ

e S

ervi

ces

(CS

IS),

and

cha

ired

the

Citi

Ind

ia D

iver

sity

C

oun

cil a

nd w

as a

mem

ber

of v

ario

us in

tern

al m

anag

emen

t and

ove

rsig

ht c

om

mitt

ees.

Mr.

Rao

pre

vio

usly

wo

rked

with

Ind

usla

w,

a la

w f

irm

as

a re

sid

ent

par

tner

, o

vers

eein

g its

Ban

king

and

Fin

ance

pra

ctic

e. H

e jo

ined

Ind

usLa

w i

n 20

12 a

nd w

as

inst

rum

enta

l to

set

ting

up th

e fir

m’s

off

ice

in M

umb

ai.

Prio

r to

Ind

usla

w,

Mr.

Rao

wo

rked

with

IC

ICI

Ban

k fo

r o

ver

15 y

ears

. In

Aug

ust

1996

, he

join

ed t

he e

rstw

hile

Ind

ustr

ial C

red

it &

Inv

estm

ent

Co

rpo

ratio

n o

f In

dia

Li

mite

d (e

rstw

hile

ICIC

I, w

hich

sub

seq

uent

ly in

a r

ever

se m

erge

r b

ecam

e IC

ICI B

ank)

up

on

ob

tain

ing

B.A

.LL.

B (H

ons

) deg

ree

fro

m th

e N

atio

nal L

aw S

cho

ol o

f Ind

ia

Uni

vers

ity, B

anga

lore

(N

LSIU

) af

ter

a b

rief

stin

t at

Mul

la a

nd M

ulla

Cra

igie

Blu

nt &

Car

oe.

He

then

ro

se t

o b

eco

me

the

Gen

eral

Co

unse

l of

ICIC

I Ban

k in

Dec

emb

er

2005

and

ser

ved

in th

at c

apac

ity u

ntil

Ap

ril 2

012.

Dur

ing

the

cour

se o

f his

car

eer

at IC

ICI B

ank,

Mr.

Rao

has

ove

rsee

n th

e le

gal f

unct

ion

for

all s

egm

ents

of t

he B

ank.

D

urin

g hi

s tim

e th

ere,

he

also

ad

vise

d th

e B

oar

d o

f Dir

ecto

rs a

nd v

ario

us B

oar

d c

ons

titut

ed c

om

mitt

ees

and

ser

ved

on

the

Bo

ard

of D

irec

tors

of v

ario

us IC

ICI g

roup

co

mp

anie

s.

Mr.

Rao

is a

lso

a m

emb

er o

f the

Bo

ard

of D

irec

tors

of I

CIC

I Pru

den

tial T

rust

Lim

ited

and

ICIC

I Tru

stee

ship

Ser

vice

s Li

mite

d. M

r. R

ao a

lso

ser

ves

as a

mem

ber

of t

he

Lega

l & B

anki

ng O

per

atio

ns C

om

mitt

ee o

f In

dia

n B

anks

’ Ass

oci

atio

n (lB

A)

and

of

the

Nat

iona

l Co

mm

ittee

fo

r R

egul

ato

ry A

ffai

rs c

ons

titut

ed b

y th

e C

onf

eder

atio

n o

f Ind

ian

Ind

ustr

y (C

II).

Mr.

Rao

is th

e C

hair

man

of t

he F

und

Rai

sing

& R

eso

urce

Mo

bili

zatio

n C

om

mitt

ee o

f ID

IA -

Incr

easi

ng D

iver

sity

by

Incr

easi

ng A

cces

s –

an N

GO

ded

icat

ed to

ass

istin

g st

uden

ts fr

om

und

erp

rivi

lege

d b

ackg

roun

d e

nter

ing

pre

mie

r la

w s

cho

ols

in In

dia

. He

is a

lso

a m

emb

er o

f the

Go

vern

ing

Bo

ard

of t

he N

LSIU

Alu

mni

Ass

oci

atio

n.

Mr.

Rao

has

a d

eep

inte

rest

in L

awTe

ch, h

avin

g ad

vise

d/m

ento

red

and

ser

ved

on

the

Bo

ard

of D

irec

tors

of t

wo

suc

h st

artu

ps

in th

e la

st fe

w y

ears

.

Mr.

Rao

als

o p

artic

ipat

es in

and

co

ntri

but

es to

var

ious

law

and

reg

ulat

ory

ref

orm

initi

ativ

es o

f the

go

vern

men

t, re

gula

tors

and

ind

ustr

y fo

rum

s.

Oth

er D

irec

tors

hip

s1.

IC

ICI T

rust

eesh

ip S

ervi

ces

Lim

ited

2. I

CIC

I Pru

den

tial T

rust

Lim

ited

Cha

irm

ansh

ip/M

emb

ersh

ip

of

Co

mm

ittee

s in

co

mp

anie

s in

w

hich

p

osi

tion

of D

irec

tor

is h

eld

ICIC

I Sec

uriti

es L

imite

d:

Aud

it C

om

mitt

ee (M

emb

er)

Rel

atio

nshi

p

with

o

ther

D

irec

tors

, M

anag

ers

and

o

ther

K

ey

Man

ager

ial

Pers

onn

el o

f the

Co

mp

any

No

ne

No

. of e

qui

ty s

hare

s he

ld in

the

Co

mp

any

as o

n d

ate

Nil

No

. o

f b

oar

d m

eetin

gs a

tten

ded

/ent

itled

to

att

end

dur

ing

the

year

4/4

Term

s an

d c

ond

itio

ns o

f ap

po

intm

ent

or

re-a

pp

oin

tmen

tA

pp

oin

tmen

t as

a N

on-

exec

utiv

e N

on-

ind

epen

den

t Dir

ecto

r, lia

ble

to r

etir

e b

y ro

tatio

n.

Det

ails

of r

emun

erat

ion

last

dra

wn

No

t Ap

plic

able

Det

ails

of r

emun

erat

ion

soug

ht to

be

paid

Nil

19

5.

Mr.

Vijay C

handok (

DIN

: 01545262)

– Ite

m N

os.

9 a

nd 1

0

Nam

e o

f the

Dir

ecto

rM

r. V

ijay

Cha

ndo

k

Age

51 y

ears

Dat

e o

f fir

st a

pp

oin

tmen

t on

Bo

ard

May

7, 2

019

Qua

lific

atio

n,

exp

erie

nce

&

natu

re

of

exp

ertis

eM

r. V

ijay

Cha

ndo

k is

the

Man

agin

g D

irec

tor &

Chi

ef E

xecu

tive

Off

icer

of t

he C

om

pan

y. P

rio

r to

join

ing

the

Co

mp

any,

Mr.

Cha

ndo

k se

rved

as

the

Exe

cutiv

e D

irec

tor o

f IC

ICI B

ank

Lim

ited

(‘th

e B

ank’

), re

spo

nsib

le fo

r th

e In

tern

atio

nal B

anki

ng, S

mal

l and

Med

ium

Ent

erp

rise

s (S

ME

) bus

ines

ses,

glo

bal

mar

kets

and

co

mm

erci

al b

anki

ng

bus

ines

ses

of t

he B

ank.

He

also

ser

ved

as

a D

irec

tor

on

the

Bo

ard

s o

f IC

ICI B

ank

UK

PLC

and

ICIC

I Ban

k C

anad

a Lt

d.

Mr.

Cha

ndo

k ha

s b

een

with

the

ICIC

I Gro

up s

ince

199

3 an

d h

as w

ork

ed a

cro

ss c

orp

ora

te, r

etai

l and

rur

al b

anki

ng. U

nder

Mr.

Cha

ndo

k’s

lead

ersh

ip, t

he B

ank

wo

n nu

mer

ous

acc

ola

des

. He

also

ser

ved

as

Vic

e C

hair

man

of I

CIC

I Ho

me

Fina

nce

Co

mp

any

Lim

ited

fro

m A

pri

l 13,

200

9 to

Ap

ril 8

, 201

0.

Mr.

Cha

ndo

k ho

lds

a M

aste

r’s

deg

ree

in M

anag

emen

t Stu

die

s fr

om

Nar

see

Mo

njee

Inst

itute

of M

anag

emen

t Stu

die

s, M

umb

ai (N

MIM

S).

He

also

ho

lds

a B

ache

lor’

s d

egre

e in

Mec

hani

cal

Eng

inee

ring

fro

m t

he I

ndia

n In

stitu

te o

f Te

chno

logy

(B

anar

as H

ind

u U

nive

rsity

), Va

rana

si (

form

erly

IT-

BH

U).

In 2

017,

Mr.

Cha

ndo

k w

as

conf

erre

d w

ith a

Dis

tingu

ishe

d A

lum

nus

Aw

ard

fro

m N

MIM

S U

nive

rsity

.

Oth

er D

irec

tors

hip

sN

one

Cha

irm

ansh

ip/M

emb

ersh

ip

of

Co

mm

ittee

s in

co

mp

anie

s in

w

hich

p

osi

tion

of D

irec

tor

is h

eld

ICIC

I Sec

uriti

es L

imite

d:

Sta

keho

lder

s R

elat

ions

hip

Co

mm

ittee

(Mem

ber

)C

orp

ora

te S

oci

al R

esp

ons

ibili

ty C

om

mitt

ee (M

emb

er)

Ris

k M

anag

emen

t Co

mm

ittee

(Mem

ber

)In

vest

men

t Co

mm

ittee

(Cha

irm

an)

Co

mm

itmen

t Co

mm

ittee

(Cha

irm

an)

IT R

isk

and

Info

rmat

ion/

Cyb

er S

ecur

ity C

om

mitt

ee (C

hair

man

)

Rel

atio

nshi

p

with

o

ther

D

irec

tors

, M

anag

ers

and

o

ther

K

ey

Man

ager

ial

Pers

onn

el o

f the

Co

mp

any

No

ne

No

. of e

qui

ty s

hare

s he

ld in

the

Co

mp

any

as o

n d

ate

Nil

No

. o

f b

oar

d m

eetin

gs a

tten

ded

/ent

itled

to

att

end

dur

ing

the

year

No

t Ap

plic

able

Term

s an

d c

ond

itio

ns o

f ap

po

intm

ent

or

re-a

pp

oin

tmen

tIte

m N

o. 9

- A

pp

oin

tmen

t as

a D

irec

tor.

Item

No

. 10

- A

pp

oin

tmen

t as

the

Man

agin

g D

irec

tor

& C

EO

of

the

Co

mp

any

with

eff

ect

fro

m M

ay 7

, 201

9 to

May

6, 2

024.

Ref

er R

eso

lutio

n at

Item

No

. 10

of

the

No

tice

for

furt

her

det

ails

.

Det

ails

of r

emun

erat

ion

last

dra

wn

No

t Ap

plic

able

Det

ails

of r

emun

erat

ion

soug

ht to

be

paid

As

set o

ut in

the

Res

olu

tion

at It

em N

o. 1

0 o

f the

No

tice.

20

6.

Ms.

Shilpa K

um

ar

(DIN

: 02404667)

– Ite

m N

o. 1

1

Nam

e o

f the

Dir

ecto

rM

s. S

hilp

a K

umar

Age

52 y

ears

Dat

e o

f fir

st a

pp

oin

tmen

t on

Bo

ard

Mar

ch 4

, 201

4

Qua

lific

atio

n &

exp

erie

nce

Ms.

Shi

lpa

Kum

ar w

as t

he M

anag

ing

Dir

ecto

r &

CE

O o

f th

e C

om

pan

y til

l May

6,

2019

. S

he h

old

s a

po

st g

rad

uate

dip

lom

a in

man

agem

ent

fro

m I

ndia

n In

stitu

te

of

Man

agem

ent,

Cal

cutt

a. S

he h

as p

revi

ous

ly w

ork

ed w

ith IC

ICI B

ank

Lim

ited

fo

r o

ver

27 y

ears

in t

he a

reas

of

pla

nnin

g, p

roje

ct f

inan

ce,

corp

ora

te b

anki

ng a

nd

trea

sury

at

ICIC

I B

ank

Lim

ited

. S

he is

a m

emb

er o

f th

e S

eco

ndar

y M

arke

t A

dvi

sory

Co

mm

ittee

of

the

Sec

uriti

es a

nd E

xcha

nge

Bo

ard

of

Ind

ia a

nd t

he A

dvi

sory

C

om

mitt

ees

of B

SE

Lim

ited

and

Nat

iona

l Sto

ck E

xcha

nge

of I

ndia

Lim

ited

.

Oth

er D

irec

tors

hip

s 1.

IC

ICI S

ecur

ities

Pri

mar

y D

eale

rshi

p L

imite

d2.

The

Uga

r S

ugar

Wo

rks

Lim

ited

Cha

irm

ansh

ip/M

emb

ersh

ip

of

Co

mm

ittee

s in

co

mp

anie

s in

w

hich

p

osi

tion

of D

irec

tor

is h

eld

No

ne

Rel

atio

nshi

p

with

o

ther

D

irec

tors

, M

anag

ers

and

o

ther

K

ey

Man

ager

ial

Pers

onn

el o

f the

Co

mp

any

No

ne

No

. of e

qui

ty s

hare

s he

ld in

the

Co

mp

any

as o

n d

ate

200

(As

a N

om

inee

of a

nd jo

intly

with

ICIC

I Ban

k Li

mite

d)

No

. o

f b

oar

d m

eetin

gs a

tten

ded

/ent

itled

to

att

end

dur

ing

the

year

6/6

Term

s an

d c

ond

itio

ns o

f ap

po

intm

ent

or

re-a

pp

oin

tmen

tN

ot A

pp

licab

le

Det

ails

of r

emun

erat

ion

last

dra

wn

Bas

ic -

` 1

,26,

98,4

00/-

Allo

wan

ces

- ` 1

,66,

12,4

04/-

. Allo

wan

ces

incl

ude

hous

e re

nt a

llow

ance

, run

ning

and

mai

nten

ance

exp

ense

s of

car

(inc

ludi

ng fu

el, r

epai

rs a

nd m

aint

enan

ce, i

nsur

ance

, dr

iver

’s s

alar

y, e

tc.),

sup

eran

nuat

ion,

leav

e tr

avel

allo

wan

ce, c

onve

yanc

e, p

erso

nal p

ay, m

edic

al r

eim

burs

emen

t of `

15,

000/

- per

ann

um.

Perf

orm

ance

Bo

nus

- 9

2,66

,959

/-. I

n th

e ev

ent t

he q

uant

um o

f bo

nus

exce

eds

50%

of t

ota

l fix

ed p

ay, 6

0% o

f the

bo

nus

is p

aid

up

fro

nt a

nd b

alan

ce 4

0% is

def

erre

d

to b

e p

aid

eq

ually

ove

r th

e ne

xt t

hree

yea

rs in

acc

ord

ance

with

the

co

mp

ensa

tion

po

licy.

Per

form

ance

bo

nus

of

` 1,

54,4

4,93

1/-

was

ap

pro

ved

by

the

Bo

ard

fo

r FY

2018

on

Ap

ril 1

4, 2

018.

The

bo

nus

amo

unt o

f ` 9

2,66

,959

/- is

the

upfr

ont

bo

nus

amo

unt (

i.e. 6

0% o

f ` 1

,54,

44,9

31/-

) fo

r FY

2018

whi

ch w

as p

aid

on

Ap

ril 3

0, 2

018.

In

ad

diti

on

to th

is a

bo

ve m

entio

ned

am

oun

t, sh

e w

as a

lso

pai

d th

e d

efer

red

tran

ches

of b

onu

s ap

pro

ved

in th

e p

revi

ous

yea

r.

Co

ntri

but

ion

to p

rovi

den

t fun

d -

` 1

5,23

,808

/-

Co

ntri

but

ion

to g

ratu

ity fu

nd -

` 1

0,57

,777

/-

Perq

uisi

tes

- Pe

rqui

site

s (e

valu

ated

as

per

Inco

me-

tax

Rul

es,

whe

reve

r ap

plic

able

and

at

actu

al c

ost

to

the

Co

mp

any

in o

ther

cas

es)

like

the

Co

mp

any

pro

vid

ed

car

in li

ne w

ith G

roup

ben

efits

po

licy,

one

tim

e so

ft fu

rnis

hing

allo

wan

ce o

f up

to `

18,

00,0

00/-

for

a p

erio

d o

f fiv

e ye

ars,

tele

pho

ne a

nd in

tern

et u

sage

at r

esid

ence

o

r re

imb

urse

men

t o

f ex

pen

ses

in li

eu t

here

of,

1 cl

ub m

emb

ersh

ip,

gro

up li

fe in

sura

nce

cove

r o

f `

1.25

Cro

re,

per

sona

l acc

iden

t in

sura

nce

cove

r o

f `

4.5

Cro

re,

med

ical

insu

ranc

e fo

r ho

spita

lizat

ion

cove

rage

for s

elf a

nd d

epen

den

ts o

f 4

Lac

per

ann

um a

nd d

om

icili

ary

med

ical

exp

ense

s fo

r sel

f and

dep

end

ents

of

75,

000/

- p

er a

nnum

(o

ut o

f w

hich

` 1

5,00

0/-

was

alr

ead

y in

clud

ed in

the

allo

wan

ces)

, le

ave

as p

er C

om

pan

y p

olic

y an

d c

hild

ren

scho

lars

hip

as

per

em

plo

yees

chi

ldre

n sc

hola

rshi

p s

chem

e o

f the

Co

mp

any

and

5%

inte

rest

sub

sid

y fo

r ho

usin

g lo

an fo

r p

urch

ase

of r

esid

entia

l pro

per

ty u

p to

a m

axim

um v

alue

of `

8 C

rore

in M

umb

ai

(low

er li

mits

ran

ging

fro

m `

3.5

Cro

re -

` 4

.5 C

rore

for

oth

er c

ities

as

per

the

Gro

up p

olic

y).

Sto

ck O

ptio

ns -

1,2

2,80

0 o

ptio

ns g

rant

ed b

y th

e C

om

pan

y un

der

ICIC

I Sec

uriti

es L

imite

d -

Em

plo

yees

Sto

ck O

ptio

n S

chem

e –

2017

and

2,4

2,50

0 o

ptio

ns g

rant

ed

by

ICIC

I Ban

k Li

mite

d u

nder

ICIC

I Ban

k E

mp

loye

es S

tock

Op

tion

Sch

eme,

200

0.

Det

ails

of r

emun

erat

ion

soug

ht to

be

paid

As

set o

ut in

the

Res

olu

tion

at It

em N

o. 1

1 o

f the

No

tice.

21

7.

Mr.

Ash

vin

Pare

kh (

DIN

: 06559989)

– Ite

m N

o. 1

3

Nam

e o

f the

Dir

ecto

rM

r. A

shvi

n Pa

rekh

Age

66 y

ears

Dat

e o

f fir

st a

pp

oin

tmen

t on

Bo

ard

Aug

ust 2

5, 2

016

Qua

lific

atio

n &

exp

erie

nce

Mr.

Ash

vin

Pare

kh is

an

Ind

epen

den

t D

irec

tor

of

our

Co

mp

any.

He

is a

mem

ber

of

the

Inst

itute

of

Cha

rter

ed A

cco

unta

nts

of

Ind

ia. H

e ha

s ex

per

ienc

e in

bus

ines

s st

rate

gies

, co

rpo

rate

pla

nnin

g, in

stitu

tiona

l str

engt

heni

ng a

nd b

usin

ess

tran

sfo

rmat

ion

acro

ss in

dus

trie

s in

clud

ing

ban

king

, ins

uran

ce, p

ensi

on

and

cap

ital m

arke

ts

bo

th in

do

mes

tic a

nd g

lob

al m

arke

ts.

He

is c

urre

ntly

a d

irec

tor

on

the

bo

ard

of

ICIC

I Lo

mb

ard

Gen

eral

Insu

ranc

e C

om

pan

y Li

mite

d a

nd IC

ICI S

ecur

ities

Pri

mar

y D

eale

rshi

p L

imite

d a

nd a

des

igna

ted

par

tner

of A

shvi

n Pa

rekh

Ad

viso

ry S

ervi

ces

LLP.

Oth

er D

irec

tors

hip

s1.

IC

ICI L

om

bar

d G

ener

al In

sura

nce

Co

mp

any

Lim

ited

2. I

CIC

I Sec

uriti

es P

rim

ary

Dea

lers

hip

Lim

ited

Cha

irm

ansh

ip/M

emb

ersh

ip

of

Co

mm

ittee

s in

co

mp

anie

s in

w

hich

p

osi

tion

of D

irec

tor

is h

eld

ICIC

I Sec

uriti

es L

imite

d:

Aud

it C

om

mitt

ee (C

hair

man

)N

om

inat

ion

& R

emun

erat

ion

Co

mm

ittee

(Cha

irm

an)

Ris

k M

anag

emen

t Co

mm

ittee

(Mem

ber

)

ICIC

I Lo

mb

ard

Gen

eral

Insu

ranc

e C

om

pan

y Li

mite

d:

Aud

it C

om

mitt

ee (C

hair

man

)B

oar

d N

om

inat

ion

& R

emun

erat

ion

Co

mm

ittee

(Mem

ber

)S

trat

egy

Co

mm

ittee

(Mem

ber

)R

isk

Man

agem

ent C

om

mitt

ee (M

emb

er)

Polic

yho

lder

s Pr

ote

ctio

n C

om

mitt

ee (C

hair

man

)

ICIC

I Sec

uriti

es P

rim

ary

Dea

lers

hip

Lim

ited

:A

udit

Co

mm

ittee

(Cha

irm

an)

Bo

ard

No

min

atio

n &

Rem

uner

atio

n C

om

mitt

ee (M

emb

er)

Rel

atio

nshi

p

with

o

ther

D

irec

tors

, M

anag

ers

and

o

ther

K

ey

Man

ager

ial

Pers

onn

el o

f the

Co

mp

any

No

ne

No

. of e

qui

ty s

hare

s he

ld in

the

Co

mp

any

as o

n d

ate

Nil

No

. o

f b

oar

d m

eetin

gs a

tten

ded

/ent

itled

to

att

end

dur

ing

the

year

6/6

Term

s an

d c

ond

itio

ns o

f ap

po

intm

ent

or

re-a

pp

oin

tmen

tN

ot A

pp

licab

le

Det

ails

of r

emun

erat

ion

last

dra

wn

Pro

fit r

elat

ed c

om

mis

sio

n o

f `

7,50

,000

/- p

er a

nnum

in p

rop

ort

ion

with

the

ten

ure

of

the

Dir

ecto

r, w

hich

is w

ithin

the

lim

its p

resc

rib

ed u

nder

Sec

tion

197

of

the

Co

mp

anie

s A

ct, 2

013.

Det

ails

of r

emun

erat

ion

soug

ht to

be

paid

Pro

fit r

elat

ed c

om

mis

sio

n o

f `

10,0

0,00

0/-

per

ann

um in

pro

po

rtio

n w

ith t

he t

enur

e o

f th

e D

irec

tor,

whi

ch is

with

in t

he li

mits

pre

scri

bed

und

er S

ectio

n 19

7 o

f th

e C

om

pan

ies

Act

, 201

3.

22

8.

Mr.

Subra

ta M

ukherj

i (D

IN:

00057492)

– Ite

m N

o. 1

3

Nam

e o

f the

Dir

ecto

rM

r. S

ubra

ta M

ukhe

rji

Age

66 Y

ears

Dat

e o

f fir

st a

pp

oin

tmen

t on

Bo

ard

No

vem

ber

29,

201

7

Qua

lific

atio

n &

exp

erie

nce

Mr.

Sub

rata

Muk

herj

i is

an In

dep

end

ent

Dir

ecto

r o

f o

ur C

om

pan

y. H

e ho

lds

a b

ache

lor’

s d

egre

e in

art

s fr

om

the

Uni

vers

ity o

f M

umb

ai a

nd a

mas

ter’

s d

egre

e in

m

anag

emen

t stu

die

s fr

om

the

Uni

vers

ity o

f Mum

bai

. He

also

ho

lds

a m

aste

r’s

deg

ree

in a

cco

untin

g an

d fi

nanc

e fr

om

the

Lond

on

Sch

oo

l of E

cono

mic

s an

d P

olit

ical

S

cien

ce a

nd h

as c

om

ple

ted

the

exec

utiv

e p

rogr

am fr

om

the

Uni

vers

ity o

f Mic

higa

n, S

cho

ol o

f Bus

ines

s A

dm

inis

trat

ion.

He

has

pre

vio

usly

wo

rked

with

ICIC

I Ban

k Li

mite

d. H

e w

as th

e E

xecu

tive

Dir

ecto

r o

f IC

ICI L

imite

d fr

om

200

1 to

200

2. P

ost

mer

ger,

he w

as th

e E

xecu

tive

Dir

ecto

r o

f IC

ICI B

ank

Lim

ited

fro

m 2

002

to 2

004.

He

has

bee

n th

e M

anag

ing

Dir

ecto

r an

d C

hief

Exe

cutiv

e O

ffic

er o

f IC

ICI S

ecur

ities

Lim

ited

fro

m 2

004

to 2

007.

The

nam

e o

f IC

ICI S

ecur

ities

Lim

ited

was

cha

nged

to

IC

ICI S

ecur

ities

Pri

mar

y D

eale

rshi

p L

imite

d in

200

7. H

e w

as th

e C

hair

man

of t

he B

oar

d o

f Dir

ecto

rs o

f IC

ICI S

ecur

ities

Pri

mar

y D

eale

rshi

p L

imite

d fr

om

Aug

ust 2

007

to M

ay 2

009

and

the

Man

agin

g D

irec

tor

and

Chi

ef E

xecu

tive

Off

icer

of o

ur C

om

pan

y fr

om

Aug

ust 2

007

to J

anua

ry 2

009.

He

has

also

wo

rked

with

ICIC

I Fo

und

atio

n fo

r In

clus

ive

Gro

wth

as

Co

-Pre

sid

ent f

rom

Sep

tem

ber

201

0 to

Mar

ch 2

011

and

as

Pres

iden

t fro

m A

pri

l 201

1 to

Jul

y 20

14.

Oth

er D

irec

tors

hip

sN

one

Cha

irm

ansh

ip/M

emb

ersh

ip

of

Co

mm

ittee

s in

co

mp

anie

s in

w

hich

p

osi

tion

of D

irec

tor

is h

eld

ICIC

I Sec

uriti

es L

imite

d:

Aud

it C

om

mitt

ee (M

emb

er)

Ris

k M

anag

emen

t Co

mm

ittee

(Mem

ber

)

Rel

atio

nshi

p

with

o

ther

D

irec

tors

, M

anag

ers

and

o

ther

K

ey

Man

ager

ial

Pers

onn

el o

f the

Co

mp

any

No

ne

No

. of e

qui

ty s

hare

s he

ld in

the

Co

mp

any

as o

n d

ate

Nil

No

. o

f b

oar

d m

eetin

gs a

tten

ded

/ent

itled

to

att

end

dur

ing

the

year

6/6

Term

s an

d c

ond

itio

ns o

f ap

po

intm

ent

or

re-a

pp

oin

tmen

tN

ot A

pp

licab

le

Det

ails

of r

emun

erat

ion

last

dra

wn

Pro

fit r

elat

ed c

om

mis

sio

n o

f ` 2

,52,

740/

- fo

r hi

s te

nure

as

an In

dep

end

ent D

irec

tor

dur

ing

FY20

18, w

hich

was

with

in th

e lim

its p

resc

rib

ed u

nder

Sec

tion

197

of t

he

Co

mp

anie

s A

ct, 2

013.

Det

ails

of r

emun

erat

ion

soug

ht to

be

paid

Pro

fit r

elat

ed c

om

mis

sio

n o

f ` 1

0,00

,000

/- p

er a

nnum

whi

ch is

with

in th

e lim

its p

resc

rib

ed u

nder

Sec

tion

197

of t

he C

om

pan

ies

Act

, 201

3.

23

9.

Ms.

Vijayala

ksh

mi Iy

er

(DIN

: 05242960)

– Ite

m N

o. 1

3

Nam

e o

f the

Dir

ecto

rM

s. V

ijaya

laks

hmi I

yer

Age

64 Y

ears

Dat

e o

f fir

st a

pp

oin

tmen

t on

Bo

ard

No

vem

ber

29,

201

7

Qua

lific

atio

n &

exp

erie

nce

Ms.

Vija

yala

kshm

i Iye

r is

an

Ind

epen

den

t D

irec

tor

of

our

Co

mp

any.

She

ho

lds

po

st-g

rad

uatio

n d

egre

e in

Co

mm

erce

and

Eco

nom

ics

fro

m U

nive

rsity

of

Mum

bai

, Fe

llow

ship

of C

AIIB

of I

ndia

n In

stitu

te o

f Ban

king

and

Fin

ance

. She

has

pre

vio

usly

ser

ved

as

an E

xecu

tive

Dir

ecto

r o

f Cen

tral

Ban

k o

f Ind

ia a

nd th

e C

hair

per

son

and

M

anag

ing

Dir

ecto

r o

f Ban

k o

f Ind

ia. S

he w

as a

lso

a W

hole

Tim

e M

emb

er (F

inan

ce a

nd In

vest

men

t) in

the

IRD

AI.

Oth

er D

irec

tors

hip

s1.

Ad

itya

Bir

la C

apita

l Lim

ited

2. I

ndia

bul

ls V

entu

res

Lim

ited

3.

Yes

Tru

stee

Lim

ited

4. A

dity

a B

irla

AR

C L

imite

d5.

BFS

I Sec

tor

Ski

ll C

oun

cil o

f Ind

ia6.

Rel

igar

e E

nter

pri

ses

Lim

ited

7. M

agm

a Fi

nco

rp L

imite

d8.

Ari

hant

Sup

erst

ruct

ures

Lim

ited

9. L

& T

Infr

astr

uctu

re D

evel

op

men

t Pro

ject

s Li

mite

d

Cha

irm

ansh

ip/M

emb

ersh

ip

of

Co

mm

ittee

s in

co

mp

anie

s in

w

hich

p

osi

tion

of D

irec

tor

is h

eld

ICIC

I Sec

uriti

es L

imite

d:

Aud

it C

om

mitt

ee (M

emb

er)

Sta

keho

lder

s R

elat

ions

hip

Co

mm

ittee

(Cha

irp

erso

n)R

isk

Man

agem

ent C

om

mitt

ee (C

hair

per

son)

Rel

igar

e E

nter

pri

ses

Lim

ited

:A

udit

Co

mm

ittee

(Cha

irp

erso

n)N

om

inat

ion

and

Rem

uner

atio

n C

om

mitt

ee (M

emb

er)

Ris

k M

anag

emen

t Co

mm

ittee

(Mem

ber

)

Ad

itya

Bir

la C

apita

l Lim

ited

:A

udit

Co

mm

ittee

(Cha

irp

erso

n)S

take

hold

ers

Rel

atio

nshi

p C

om

mitt

ee (C

hair

per

son)

Ris

k M

anag

emen

t Co

mm

ittee

(Cha

irp

erso

n)

Ari

hant

Sup

erst

ruct

ure

Lim

ited

:S

take

hold

ers

Rel

atio

nshi

p C

om

mitt

ee (M

emb

er)

Yes

Trus

tee

Lim

ited

:A

udit

Co

mm

ittee

(Mem

ber

)In

dep

end

ent D

irec

tor

Co

mm

ittee

(Cha

irp

erso

n)

Ind

iab

ulls

Ven

ture

s Li

mite

d:

Aud

it C

om

mitt

ee (M

emb

er)

Rel

atio

nshi

p

with

o

ther

D

irec

tors

, M

anag

ers

and

o

ther

K

ey

Man

ager

ial

Pers

onn

el o

f the

Co

mp

any

No

ne

No

. of e

qui

ty s

hare

s he

ld in

the

Co

mp

any

as o

n d

ate

Nil

No

. o

f b

oar

d m

eetin

gs a

tten

ded

/ent

itled

to

att

end

dur

ing

the

year

4/6

Term

s an

d c

ond

itio

ns o

f ap

po

intm

ent

or

re-a

pp

oin

tmen

tN

ot A

pp

licab

le

Det

ails

of r

emun

erat

ion

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ATTENDANCE SLIP

I/We hereby record my/our presence at the Twenty-Fourth Annual General Meeting of ICICI Securities Limited to be held on Friday, August 2, 2019 at 2.30 p.m. (IST) at Rama & Sundri Watumull Auditorium, Kishinchand Chellaram College, Vidyasagar Principal K. M. Kundnani Chowk, 124, Dinshaw Wachha Road, Churchgate, Mumbai - 400 020.

Name of the Shareholder/Proxy (in Block Letters)

Shareholder’s Folio No./DP ID – Client ID No.

Signature of the Shareholder/Proxy

Notes:

1. Please write the Name, Folio No./DP ID-Client ID No. and sign this attendance slip and hand it over at the Attendance Verification Counter at the ENTRANCE OF THE MEETING HALL.

2. Only Member(s) or their Proxies with the attendance slip will be allowed entry to the Meeting.

Shareholders/Proxy holders are requested to tender their attendance slips (annexed to the Notice), along with a valid identity proof such as the PAN card, passport, AADHAAR card, at the registration counters at the venue of the Meeting and seek registration before entering the Meeting hall.

Only bonafide Shareholders/Proxy holders of the Company whose names appear on the Register of Members/Proxy holders, in possession of valid attendance slips duly filled and signed will be permitted to attend the Meeting. The Company reserves its right to take all steps as may be deemed necessary to restrict non-members from attending the Meeting.

3. Members holding shares in physical form are requested to advise the change in their address, if any, to Karvy Fintech Private Limited AT KARVY SELENIUM, TOWER - B, PLOT NO. 31 & 32, FINANCIAL DISTRICT, NANAKRAMGUDA, SERILINGAMPALLY MANDAL, HYDERABAD - 500 032 (UNIT: ICICI SECURITIES LIMITED), quoting their Folio No(s). Members holding shares in electronic form may update such details with their respective Depository Participant(s).

4. Members/Proxies are requested to bring this slip along with them as duplicate slips will not be issued at the venue of the Meeting.

5. Please read carefully the instructions given in the Notice of the Twenty-Fourth Annual General Meeting under the heading ‘Voting through electronic means’.


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Form No. MGT-11PROXY FORM

Twenty-Fourth Annual General MeetingFriday, August 2, 2019 at 2.30 p.m. (IST)

[Pursuant to section 105 (6) of the Companies Act, 2013 andrule 19 (3) of the Companies (Management and Administration) Rules, 2014]

CIN : L67120MH1995PLC086241

Name of the Company : ICICI Securities Limited

Registered Office : ICICI Centre, H. T. Parekh Marg, Churchgate, Mumbai - 400 020 Tel: 91 22 2288 2460/70; Fax: 91 22 2288 2455

Name of the Member(s):

Registered address:

E-mail Id:

Folio No.:

DP ID - Client ID No.:

I/We, being the member(s), holding …………….. shares of the above named company, hereby appoint

1. Name: …………………………………………………………………………………………………….....................................

Address: ……………………………………………………………………………………………………..................................

…………………………………………………………………………………………………………………...............................

E-mail Id: …………………………………………………………………………………………………….................................

Signature:…………………………………………………………………………......................................, or failing him/her

2. Name: …………………………………………………………………………………………………….....................................

Address: ……………………………………………………………………………………………….........................................

…………………………………………………………………………………………………………….......................................

E-mail Id: …………………………………………………………………………………………………….................................

Signature:…………………………………………………………………………......................................, or failing him/her

3. Name: ………………………………………………………………………………………………....................................…….

Address: ……………………………………………………………………………………………............................................

……………………………………………………………………………………………………….......................................……

E-mail Id: …………………………………………………………………………………………………….................................

Signature:……………………………………………………………………………….............................................................

as my/our Proxy to attend and vote (on poll) for me/us and on my/our behalf at the Twenty-Fourth Annual General Meeting of the Company to be held on Friday, August 2, 2019 at 2.30 p.m. (IST) at Rama & Sundri Watumull Auditorium, Kishinchand Chellaram College, Vidyasagar Principal K. M. Kundnani Chowk, 124, Dinshaw Wachha Road, Churchgate, Mumbai - 400 020 and at any adjournment thereof in respect of such resolutions as are indicated overleaf.


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Sr. No.

Resolutions Optional*

Ordinary Business For Against

1. To receive, consider and adopt the Standalone Audited Financial Statements of the Company for the financial year ended March 31, 2019 together with the Reports of the Board of Directors and the Auditors thereon.

2. To receive, consider and adopt the Consolidated Audited Financial Statements of the Company for the financial year ended March 31, 2019 together with the Report of the Auditors thereon.

3. To confirm the payment of interim dividend and declare final dividend on equity shares for the financial year ended March 31, 2019.

4. Appointment of Mr. Ajay Saraf (DIN: 00074885), who retires by rotation and being eligible, offers himself for re-appointment.

5. Continuation of appointment of B S R & Co. LLP, Chartered Accountants, Statutory Auditors.

Special Business

6. Special Resolution for re-appointment of Mr. Vinod Kumar Dhall (DIN: 02591373) as an Independent Director of the Company.

7. Ordinary Resolution for appointment of Mr. Anup Bagchi (DIN: 00105962) as a Non-executive Director of the Company.

8. Ordinary Resolution for appointment of Mr. Pramod Rao (DIN: 02218756) as a Non-executive Director of the Company.

9. Ordinary Resolution for appointment of Mr. Vijay Chandok (DIN: 01545262) as a Director of the Company.

10. Ordinary Resolution for appointment of Mr. Vijay Chandok (DIN: 01545262) as the Managing Director & CEO of the Company and payment of remuneration.

11. Ordinary Resolution for revision in remuneration payable to Ms. Shilpa Kumar (DIN: 02404667).

12. Ordinary Resolution for revision in remuneration payable to Mr. Ajay Saraf (DIN: 00074885).

13. Ordinary Resolution for payment of profit related commission to the Independent Directors of the Company.

Signed this ……………………… day of ……………………… 2019

Signature of Member(s) ………………………………………………Affix` 1/-

Revenue Stamp

Signature of Proxy holder(s) …………………………………...........

Notes:

1. This form of proxy in order to be effective should be duly completed and deposited at the Registered Office of the Company, not less than 48 hours before the commencement of the Meeting.

2. For the Resolutions, Explanatory Statement and Notes, please refer to the Notice of the Twenty-Fourth Annual General Meeting.

3. *Itisoptionaltoputa‘√’intheappropriatecolumnagainsttheResolutionsindicatedintheBox.Ifyouleavethe‘For’or‘Against’column blank against any or all Resolutions, your Proxy will be entitled to vote in the manner as he/she thinks appropriate.

4. Please complete all details including details of member(s) in above box before submission.

Map of the venue of the AGM

Venue: Rama & Sundri Watumull Auditorium, Kishinchand Chellaram College, Vidyasagar Principal K. M. Kundnani Chowk, 124, Dinshaw Wachha Road, Churchgate, Mumbai - 400 020

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