University

Business
Environment
Topic:
Memorandum of
Association and Submitted by:
Articles of Roll No
Association MBA

ICICI Bank Submitted to:

Limited
 Contents

Sr. No. Particulars Pg. No.

1. What is Memorandum of Association? 3

2. What are Articles of Association? 4

3. About ICICI Bank Limited 5

4. Brief History 6

5. Board of Directors 7

6. Memorandum of Association of ICICI Bank 8

Limited
7. Articles of Association of ICICI Bank Limited 11

8. Listing of Shares on Stock Exchange with Stock 13

Code with other details

9. Awards and Honours 14

10. Controversies 15

11. Conclusion 17

Memorandum of Association
Memorandum of Association contains list of contents for which the company is formed and
thus recognizes the possible scope of operations beyond which a company cannot take
actions. It confines the powers of a company. If anything is done beyond these powers, that
will be ultra vires the company and thus considered void.

MOA is very crucial document in context of the company. It is a document which sets out the
constitution of the company and provides as a foundation of the institution on which the
structure of the company is based.

MOA is a public document which serves basically two purposes:

1. The Shareholder can find out from the memorandum the purpose for which his money
is being used by the company and what risk he is taking in making the investment.
2. Anyone who deals with the company shall know whether the contractual transaction
that one intends to make is within the objects of the company and not ultra vires its
objects.

MOA consists of the following:

1. Name Clause: It includes the name of the company.  The name of a company must
end with the word ‘Limited’ if it is a public company and with the words ‘private
Limited’ if it is a private company.
2. Registered Office Clause: This clause contains the name of the state in which the
Registered Office of the company is to be situated. 
3. Objects Clause: It contains list of contents for which the company is formed
4. Liability Clause: This clause states that the liability of members is limited to the
amount which they have agreed to contribute.
5. Capital Clause: This clause states the total amount of share capital with which a
company is to be registered. 
6. Association Clause: This clause contains the names and addresses of subscribers to
the memorandum. 

Articles of Association
Articles of Association are another important document which has to be registered with the
registrar at the time of incorporation of the company. Articles of association form a
document that specifies the regulations for a company's operations and defines the
company's purpose. The document lays out how tasks are to be accomplished within the
organization, including the process for appointing directors and the handling of financial
records.

If anything is done beyond the powers assigned within the context of articles of association
that will be ultra vires the company and thus considered void. But if anything done against
the provisions of Articles, but which is intra vires the Memorandum can be ratified.

The Articles of association usually contain rules regarding following matters:

1.Adoption of Preliminary Contracts 2.Number and value of shares

3.Allotment of shares 4.Calls of shares
5.Lien of shares 6.Transfer and transmission of shares
7.Forfeiture of shares 8.Alteration of capital
9.Conversion of shares into stock 10.Voting rights and proxies
11.Meetings 12.Directors and their appointments
13.Borrowing powers 14.Dividends and reserves
15.Accounts and audit 16.Winding up

Under S 5(1) and 7(1)(a) of Companies Act 2013, it is mandatory for every company
to have its own articles of association and file the same with ROC for registration.

About ITC Ltd

ICICI Bank Limited is an Indian multinational bank. It has its corporate office in Mumbai. It
deals in financial services and offers an extensive range of banking products for corporate
and retail customers. It specializes in in the areas of investment banking, life, non-life
insurance, venture capital and management. The bank has a network of 5,275 branches and
15,589 ATMs across India and has a presence in 17 countries.

The bank has subsidiaries in the United Kingdom and Canada; branches in United
States, Singapore, Bahrain, Hong Kong, Qatar, Oman, Dubai International Finance Centre,
China and South Africa;  as well as representative offices in United Arab
Emirates, Bangladesh, Malaysia and Indonesia. The company's UK subsidiary has also
established branches in Belgium and Germany.

Company Profile

Name ICICI Bank Limited

Type Public
Industry Financial Services
Established 5 January 1955 (66 years ago)
Headquarters Vadodara, Gujarat (Registered Office)
Mumbai (Corporate Office)
Area Served Worldwide
Chairperson Girish Chandra Chaturvedi
MD & CEO Sandeep Bakhshi
Products Banking, commodities, credit cards, equities trading,
Insurance, investment management, mortgage loans,
Mutual funds, risk management, asset management
Subsidiaries ICICI Prudential. ICICI Lombard. ICICI Securities.
ICICI Direct
Website www.icicibank.com

Brief History

ICICI Bank was established by the Industrial Credit and

Investment Corporation of India (ICICI), an Indian financial
institution, as a wholly owned subsidiary in 1994
in Vadodara however the parent company was formed in
1955 as a joint-venture of the World Bank, India's public-
sector banks and public-sector insurance companies to
provide project financing to Indian industry. The bank was
founded as the Industrial Credit and Investment Corporation
of India Bank, before it changed its name to ICICI Bank.
ICICI Bank launched Internet Banking operations in 1998.
ICICI's shareholding in ICICI Bank was reduced to 46% through a public offering of shares
in India in 1998, followed by an equity offering in the form of American depositary
receipts on the NYSE in 2000. ICICI Bank acquired the Bank of Madura Limited in an all-
stock deal in 2001 and sold additional stakes to institutional investors during 2001–02.
In the 1990s, ICICI transformed its business from a development financial institution offering
only project finance to a diversified financial services group, offering a wide variety of
products and services, both directly and through a number of subsidiaries and affiliates like
ICICI Bank. In 1999, ICICI become the first Indian company and the first bank or a financial
institution from non-Japan Asia to be listed on the NYSE.
ICICI, ICICI Bank, and ICICI subsidiaries ICICI Personal Financial Services Limited and
ICICI Capital Services Limited merged in a reverse merger in 2002.
During the financial crisis of 2007–2008, customers rushed to ICICI ATMs and branches in
some locations due to rumors of bank failure. The Reserve Bank of India issued a
clarification on the financial strength of ICICI Bank to dispel the rumours.
In March 2020, the board of ICICI Bank Ltd. approved an investment of Rs 1,000 crore
in Yes Bank, resulting in a 5% ownership interest in Yes.

Board of Directors of ICICI Bank Limited

A board of directors is a group of individuals which represent shareholders. This board is
generally set up to meet at regular intervals of time to set the corporate’s management and
oversight policies. It is mandatory for every public company to have a Board of Directors.

Board of Directors of ICICI Bank Limited looks like this:

 Memorandum of Association of ICICI Bank Ltd

Certificate of Incorporation
A certificate of incorporation is a legal document or license relating to the formation of a
company or corporation. It is a license to form a corporation issued by state government.
Certificate of Incorporation of ICICI Bank Limited is given:

Certificate of Commencement of Business

Commencement of Business Certificate is the declaration that the Director of the Company
needs to file with Registrar of Companies. This is a declaration filed before commencing the
business and exercising borrowing powers by the Company.
Certificate of Commencement of Business of ICICI Bank Limited is given:
 Articles of Association of ICICI Bank Ltd

This part of the articles of association includes the details about the documents
submitted by the registrar office of India:
This part of the articles of association of ICICI Bank shows the Adoption of
Preliminary Contracts and also the Capital details:

This part shows the Allotment of Shares of ICICI Bank Limited:

This part shows the Calls of Shares of ICICI Bank Limited:

 This part of the articles of association of ICICI Bank shows the Transfer and
transmission of Shares details:

Listing of Shares on Stock

Exchange with Stock Code with
other details
ICICI Bank

BSE: 532174

NSE: ICICIBANK

In 1999, ICICI became the first Indian company and the first bank or financial institution
from non-Japan Asia to be listed on the New York Stock Exchange.

Awards and Honours

ICICI Bank being one of the largest banks of India has bagged various awards over the years
some of which have discussed below:
.

Controversies

ICICI Bank Limited being one of India’s biggest banks has witnessed number of
controversies during its journey of 66 years.
One of the major controversies came into light as ED registered a criminal case under the
PMLA early this year against Chanda, Deepak, Videocon promoter Venugopal Dhoot and
others to probe alleged irregularities and corrupt practices in sanctioning Rs1,875-crore loans
by ICICI Bank to Videocon. The action was based on an FIR registered by the CBI.

Statements of these employees, which are now part of the charge sheet, were recorded by the
ED. Some of them have claimed that they never even heard about the companies in which
they were made directors.
Another such instance related to ICICI Bank is when RBI, on March 29,2018 imposed a
penalty of Rs 58.9 crore on the bank for failing to adhere to the guidelines of held-to-maturity
(HTM) category in its bonds portfolio. The penalty is the highest ever imposed on a bank for
a single incident.

Influence of these scams on ICICI Bank shares:

 After the news of the CBI inquiry into the loans extended to Videocon came out,
shares of ICICI Bank tanked by 7%, wiping off Rs 11,353 crore from its market
capitalisation.

 On BSE, the stock fell 7% to Rs 258.90 while it slumped 7% to Rs 258.80 on NSE.

This has been ICICI’s steepest fall since August 24, 2015.

 At the end of the day, ICICI Bank’s stock on BSE closed 5.93% down at Rs 261.90
and 5.73% down at Rs 262.40 on NSE.

 Videocon’s shares too fell 4.97% to Rs 12.42.

 Conclusion

Through this assignment, I’ve tried to explain the concept of Memorandum of Association
and Articles of Association. Memorandum and Articles are supreme legal documents forming
the company’s constitution. They are indispensable, and the foundation of a company stands
on it. 

Taking the example of one the leading public banks of India, ICICI Bank Limited I have
discussed the required certificates and other documents needed for the incorporation of a
company in India.

The assignment gives an overview of how a company or an organisation follows the legal
procedure of incorporation by registering memorandum and articles of association in order to
build up a safe working environment and restrict and control the powers of an organisation so
that no one can exploit these powers in any manner.

ICICI Bank Limited is an Indian multinational bank and financial services company with its
corporate office in Mumbai, Maharashtra. It was established in 1955 and over the years the
bank has won various awards and honours and has also seen a fair share of controversies as
discussed formerly in the assignment.