TO THE MEMBERS
ICICI Prudential Life Insurance Company Limited
Your Directors have pleasure in presenting the 24th Annual
Report of ICICI Prudential Life Insurance Company Limited (the Company) with the audited
statement of accounts for the year ended March 31, 2024 (FY2024).
PERFORMANCE Industry in FY2024
During FY2024, the global economy was confronted with another bout of
geopolitical conflict in the Middle East. As a consequence, rising inflation and increased
interest rates exerted pressure on the cost of living in several economies, including
those of advanced nations. Despite these challenges, the Indian economy remained
resilient, bolstered by strong domestic demand, robust manufacturing and healthy
investments.
India reported a strong Gross Domestic Product (GDP)1 growth
of 8.2% in Q1-FY2024, accompanied by a 8.5% growth in Gross Fixed Capital Formation (GFCF)2.
This growth trend persisted in Q2-FY2024, with a growth rate of 8.1%, which was supported
by a 11.6% increase in GFCF. In Q3-FY2024, GFCF growth rate further surged to 10.6%, which
drove the GDP growth rate to 8.4%, while private consumption showed modest growth in all
quarters. Advanced estimates suggest that GDP3 is expected to attain a robust
growth rate of 7.6% in FY2024, up from 7.0% in FY2023.
The size of the Indian life insurance sector was Rs 7,825.04 billion on
a total premium4 basis in FY2023 as compared to Rs 6,926.14 billion in FY2022,
growth of 13.0% year- on-year. The new business Retail Weighted Received Premium (RWRP)
for the overall industry increased by 4.8% from '1,039.56 billion in FY2023 to '1,089.75
billion in FY2024. The market share of private players increased from 65.8% in FY2023 to
67.8% FY2024.
Company in FY2024
With the customer-centric approach, the Company had a robust
performance across service parameters. The claim settlement ratio for individual death
claims was 99.17% for FY2024. The overall claim settlement ratio5 was 99.77%
for FY2024. The average time taken for settlement of non-investigated retail death claims
stood at 1.27 days in FY2024. The grievance ratio was 58 per 10,000 new individual
business policies issued for FY2024. The 13th month persistency ratio6
was 89.0% for FY2024.
Alignment between the business and people strategy and the consistent
investments in the growth and development of employees have helped the Company make human
resources a source of strength and a key competitive advantage. The focus of the key
people imperatives has been to design the organisation for growth, strengthen capacity
through talent attraction and robust onboarding, develop capability to enable future-ready
talent and enable a culture underpinned on delivering employee value proposition of
providing a Supportive Environment, providing Learning & Growth, and ensuring Fairness
& Meritocracy.
Based on business requirements, capacity has been augmented in
distribution roles and centres of excellence and supported through a robust capability
development framework involving structured learning interventions, on the-job training,
job rotation, job enrichment and self-paced virtual learning platforms. A well-defined
performance & talent management system ensures alignment to the KPIs of the Company
and clarity of purpose across levels, helps create a talent pipeline by nurturing high
potential talent and enables differentiated rewards to help ringfence talent for the
future. Key elements of the culture include aligning employees to key organisational
imperatives, listening to employees and amplifying ground realities for faster decision
making, emphasising the right behaviour, and encouraging employee well-being and
inclusion.
The people strategy has enabled the Company to have leadership
stability, with 77% of the senior management team having served the Company for more than
ten years, leadership depth with 91% of senior management having done more than 3 job
rotations7 and leadership cover with 100% of key positions at leadership levels
having adequate leadership cover.
For the shareholders, the Company's primary focus continues to be the
growth of the absolute Value of New Business (VNB) through the 4P strategy. The Company
will continue to monitor itself against the 4P strategic elements with focus on quality
business in a risk calibrated manner. The Company will also continue to invest in
organisational capabilities such as People, Process, Technology & analytics,
Distribution & Product to enhance the growth trajectory. The Company's primary focus
continues to be to deliver growth of absolute VNB through the 4P strategy of Premium
growth, Protection business
1Source: Ministry of Statistics and Programme Implementation 2Source:
Ministry of Statistics and Programme Implementation 3Source: Ministry of
Statistics and Programme Implementation
4Source: IRDAI Annual Report 2022-23 inclusive of Individual and
Group death claims
6Regular & limited pay persistency in accordance with IRDAI
circular on Public disclosures by insurers' dated September 30, 2021; 12 month
rolling persistency for March to February measured at March 31 7Employees in
senior management in non-specialist roles with >4 years vintage growth, Persistency
improvement and Productivity enhancement, while keeping customer centricity at the
core. The Company continues to integrate aspects of Environmental, Social, and Governance
(ESG) into the management of the business as well. The Company has a 4D framework that
includes Data analytics', Diversified propositions', Digitalisation' and
Depth in Partnerships' which drives the 4P strategy in order to make sure the
Company stays true to the philosophy and improves performance across all 4P strategic
elements. The Company believes that this 4P strategy is appropriate in the context of the
large insurance opportunity in the country, a facilitative regulatory regime and coupled
with the objective to grow absolute VNB.
Premium growth:
The Company endeavors to grow premium through:
Enhancing distribution: The Company has been continuously
investing in building distribution capacity especially in the proprietary channel,
continuous product & process innovation, digitalisation and data analytics geared to
simplify the business operations, aimed at enhancing customer experience. The Company is
also focused on expanding the distribution network through the acquisition of new partners
as well investing in creation of new sourcing channels. The Company will look to
strengthen its distribution network through a closer mapping of distribution segments with
customer segments and products.
Growing annuity line of business: The Company would
continue to cater to the retirement savings needs of customers while managing the
investment risk appropriately.
Deepening penetration in underserved customer segments: The
Company will continue to focus on broadening the customer base through initiatives
spanning across both distribution and products.
Annualised Premium Equivalent (APE) grew by 4.7% from Rs 86.40 billion
in FY2023 to Rs 90.46 billion in FY2024. Within channel segments, agency APE grew by
15.6%, direct business APE grew by 20.0%, bancassurance APE grew by 2.3%, partnership
distribution APE declined by 8.1%, and group APE declined by 8.0% in FY2024. On the
products side, the strategy of continuous product innovation with the objective of
delivering superior value propositions to the customers has resulted in strong growth
across most product segments. Annuity business APE grew by 88.0%, linked business APE grew
by 26.1%, retail protection APE grew by 46.6% & group funds APE grew by 4.6% in
FY2024.
Protection business growth:
The Company has been focused on expanding the protection business &
believes it offers strong growth opportunities. This would be done by offering protection
products across channels, penetrating the online term insurance market and partnering with
loan providers to offer coverage against loans. Given the current levels of
under-penetration, retail protection business growth presents a multi-decadal opportunity,
while credit life and group term business also offer significant opportunities as the
Company witness growth in credit and the economy.
The overall protection APE stood at Rs 15.25 billion in FY2024
with contribution from credit life business at 39.4%, retail protection at 31.4% and group
term at 29.2%. The retail protection business has registered a strong year-on-year growth
of 46.6% in FY2024. Credit life business has also grown by 25.2% year-on- year in FY2024
in line with the strong credit growth in the economy while the group term business has
declined in FY2024.
Persistency improvement:
The Company believes persistency is probably the most effective
indicator of the quality of sales and is a barometer of customer experience. This
parameter tracks the percentage of customers renewing their policies. The Company has
developed AI models which predict future persistency behavior of the customer at various
stages, and these enable them to take appropriate interventions. The Company will continue
to invest in data science & customer-centric analytics engines to further improve the
persistency.
The 13th month persistency ratio improved by 240 basis
points to 89.0% in FY2024. Similarly, the 49th month persistency ratio also
improved by 430 basis points to 68.5% in FY2024.
Productivity enhancement:
The productivity improvement initiatives are targeted at improving cost
ratios. Technology and process re- engineering have been at the center of the efforts to
drive productivity improvement. The Company would continue to leverage the digital
platform to improve customer experience and efficiency of the service operations.
The total expenses grew by 21.6% for FY2024. The increase in new
business commission is attributed to the redesign of commission structure pursuant to the
flexibility provided in IRDAI (Payment of Commission) Regulations. Additionally, the
Company has been investing in capacity creation to support future growth. The investments
made, though front ended, are necessary to deliver long-term sustainable growth for the
Company.
The overall cost to Total Weighted Received Premium (TWRP) stood at
24.0% and the cost to TWRP ratio for the savings business at 15.8% for FY2024. The Company
monitors cost ratios for the savings line of business separately. The objective is to
bring efficiency in the savings line of business while the Company continues to focus on
growth in the protection business. The cost to average assets under management has been
stable at 2.7% for FY2024.
Value of New Business (VNB):
For FY2024, Value of New Business (VNB) was Rs 22.27 billion and
with an APE of Rs 90.46 billion, VNB margin stood at 24.6%. The decline in VNB
margin is primarily
on account of the shift in underlying product mix towards unit-linked
and participating business from non- participating business, decline in group term
business and higher expense ratio for the current year. The contribution of FY2024 VNB
from protection products is at 51.4%, non-linked saving products is at 36.9% and
unit-linked products is at 11.7%.
A summary of key financial and business parameters is set out below:
(Rs billion) |
|
|
Particulars |
FY2023 |
FY2024 |
New business |
169.22 |
180.81 |
received premium |
|
|
Annualised |
86.40 |
90.46 |
premium equivalent |
|
|
Savings including annuity |
71.36 |
7 5.21 |
Protection |
15.0 4 |
15.25 |
Total in-force sum |
29.5 |
34.1 |
assured (? trillion) |
|
|
13th month persistency8 |
86.6% |
89.0% |
49th month persistency8 |
64.2% |
68.5% |
Renewal premium |
225.20 |
245.57 |
Cost to total weighted |
21.5% |
24.0% |
received premium (TWRP)9 |
|
|
Cost to TWRP (savings) |
14.2% |
15.8% |
Value of new business (VNB) |
27.65 |
22.27 |
Embedded value (EV) |
356.34 |
423.37 |
Outlook for the industry and the Company
The Indian life insurance sector stands as the fourth largest in Asia10
and is on course to be the sixth largest market in the world by 203211 . The
total life insurance premiums grew from Rs 500.94 billion in FY200212 to Rs
7,825.04 billion in FY202313 (14.0% CAGR14). Additionally, new
business premiums (retail weighted received premium)15 have risen from Rs 116.00
billion in FY2002 to Rs 1,039.66 billion in FY2023 (11.0% CAGR). This growth can be
attributed to initiatives promoting financial inclusion, rapid digitalization of financial
services driven by high internet penetration, increased disposable income in the middle
class, growing awareness of retirement planning and long-term savings. The life insurance
penetration, measured as a percentage of GDP, has increased from 2.1% in FY200216
to 3.0% in FY202317. Despite substantial growth in the life insurance industry,
significant opportunities exist for further expansion to enhance insurance penetration and
improve the insurance density of the country. A supportive regulatory environment along
with India's demographic factors such as a burgeoning middle class, a youthful insurable
population, heightened awareness of the necessity for protection and retirement planning,
rapid urbanization, and increasing financial savings are expected to bolster the growth of
the life insurance industry in India.
Our Reach
The Company reaches its customers through 471 offices in 408 locations
as of March 31, 2024. On March 31, 2024, the Company had 18,844 employees and 209,521
advisors to cater to the needs of customers. The Company distributes its products through
agents, corporate agents, banks, brokers, proprietary sales force (PSF) and online
channels.
Products
Broadly, the Company's products can be categorised into savings,
protection and annuities. Savings products are offered on three platforms i.e. linked,
participating and non-participating.
These plan offers life cover as well as savings which is paid either in
lump sum in form of regular stream of income.
Protection products are available on retail, group and credit life
platforms. These products provide cover for life, disability, critical illness and
accidental death.
Annuity products are available on retail and group platforms. These
products provide a regular stream of guaranteed income.
Claims
The Company settled over 311,038 mortality claims amounting to a total
of Rs 43.64 (Individual Rs 18.67, Group Rs 24.97) billion in FY2024
with individual claim settlement ratio of 99.17% and group claim settlement ratio of
99.79%. The overall claims settlement ratio with individual claims and group claims is
99.77%.
Further, the Company has also paid 108,384 maturity claims from its
retail business operations and over 250,000 survival benefit claims amounting to Rs 53.06
billion and Rs 7.47 billion, respectively for FY2024. Additionally, the Company has
settled 394,874 surrender claims from its retail business operations and 174,141 from
group business, amounting to a total of Rs 298.86 billion.
For non-investigated retail individual death claims, the settlement was
completed within an average turnaround time of 1.27 days from the receipt of the last
requirement as compared to thirty days allowed by the regulator.
Subsidiary
The Company's wholly owned unlisted subsidiary, ICICI Prudential
Pension Funds Management Company Limited (PFM) acts as a pension fund manager under the
National Pension System (NPS) with an objective of providing a strategic platform to
leverage the substantial pension opportunity in India. Further, PFM is also registered to
serve as a Point of Presence (PoP) entity for distribution of NPS products and servicing.
During FY2024, the subscriber assets managed by PFM increased by 72.6%,
from Rs 164.66 billion at March 31, 2023 to Rs 284.19 billion at March 31,
2024. Additionally, PFM enrolled 159,368 new subscribers during the year. The profit after
tax of PFM decreased from Rs 28.3 million in FY2023 to a loss of Rs 17.2
million in FY2024, primarily on account of increase in employee benefit expenses and
expenses incurred for building capacity to support future growth. The profit after tax in
FY2024 includes the recognition of a deferred tax asset arising from losses and unabsorbed
depreciation, in view of the virtual certainty of realisation of this asset. The overall
contribution of the subsidiary to the financial results of the Company is not significant
currently. The subsidiary is committed towards increasing its presence in the industry and
is focused on scaling up the business and revenue.
The audited financial statements of the subsidiary are available on the
Company's website (www.iciciprulife.coml and are available for inspection by any Member of
the Company at its registered office. A statement containing salient features of the
financial statements of the subsidiary company forms part of the financial statements of
the Company.
Rural and social business
The Company has micro insurance retail products and group micro
insurance products to cater to the protection need of the unorganized and economically
vulnerable section of the society.
The Company has provided risk cover to self-help group (SHG)
members predominantly in the rural areas of Tamil Nadu, Maharashtra, Karnataka, Odisha and
Assam. These members belong to a group of micro entrepreneurs having homogeneous social
and economic background, who come together to avail micro credit for financing their small
and micro enterprises.
The Company partners with micro finance institutions, banks and
extends both retail and group micro insurance cover to customers for covering their loss
of income risk arising out of unfortunate and untimely demise.
The Company has deployed dedicated manpower in ICICI Bank
branches across the identified/allotted rural markets to deep-mine the opportunity through
retail & group products largely aimed at covering the loan portfolio of bank
customers. The team engages with the members associated with Bank's SHPIs (Self-Help
Promoting Institutions) to educate on need of insurance & selling of micro-insurance
products.
129,844 policies were issued in rural areas, constituting 20.90%
of total policy issuances. The Company also covered 5,347,015 lives as a part of its
social sector coverage.
FINANCIALS & AUDIT Financials
(Rs billion)
Particulars |
Standalone |
Consolidated |
|
FY2023 |
FY2024 |
FY2023 |
FY2024 |
Profit after tax |
8.11 |
8.52 |
8.13 |
8.51 |
Balance brought forward from the |
40.78 |
48.09 |
40.73 |
48.07 |
previous year Profit available for appropriations Appropriations: |
48.88 |
56.61 |
48.86 |
56.58 |
Interim Equity Dividend |
- |
- |
- |
- |
Final Equity Dividend |
0.79 |
0.86 |
0.79 |
0.86 |
Tax on Equity Dividend |
- |
- |
- |
- |
Surplus carried to next year's account |
48.09 |
55.75 |
48.07 |
55.71 |
The financial position of the Company remained strong with a solvency
ratio of 191.8 % at March 31, 2024 (208.9% at March 31, 2023) against the minimum
regulatory requirement of 150%.
Transfer to Reserves
During FY2024, profit after tax amounting to ^ 7.66 bn after all
adjustment and appropriation, was carried to reserve & surplus in Balance sheet.
Dividend and dividend distribution policy
The operations have resulted in a profit after tax of Rs 8.52
billion in fiscal 2024 as compared to a profit after tax (PAT) of Rs 8.11 billion
for the previous year.
The Company has paid annual coupon payable on non-convertible
debentures on its due date of November 6, 2023. The interest accrued thereafter has been
duly provided for in the books of accounts. The Company's solvency ratio stood at 191.8%
on March 31, 2024. The Board has proposed a final dividend of Rs 0.60 per equity
share for FY2024 amounting to Rs 0.86 billion for FY2024, representing a dividend
payout ratio of 10.14% of PAT.
In terms of Regulation 43A of Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing
Regulations"), the Dividend Distribution Policy of the Company is disclosed on its
website https://www.iciciprulife.com/ about-us/corporate-policies.html .
Transfer of unclaimed dividend and shares to Investor Education &
Protection Fund (IEPF)
Pursuant to the provisions of Section 124 of the Companies Act, 2013
(CA2013), the amount of dividend remaining unpaid or unclaimed for a period of seven years
from the date of its transfer to the unpaid dividend account/s' of the Company, are
required to be transferred to the Investor Education and Protection Fund (IEPF)
established by the Central Government.
For the financial year ended March 31, 2024, dividend amount of Rs 1.32
million remaining unclaimed for a period of seven years from the date of its transfer to
the unpaid dividend accounts of the Company has been transferred to IEPF.
Pursuant to Section 124(6) of the CA2013 read with the Investor
Education & Protection Fund Authority (Accounting, Audit, Transfer & Refund)
Rules, 2016, for the financial year ended March 31, 2024, 9845 equity shares in respect of
which the dividend has not been claimed for seven consecutive years have been transferred
to the designated demat account of the IEPF Authority.
The unclaimed dividend and the equity shares transferred to IEPF can be
claimed by making an application in the prescribed form available on the website of IEPF
at www.iepf.gov.in
The unclaimed dividend for the financial year ended March 31, 2017 and
March 31, 2018 shall be transferred to the IEPF in FY2025. The corresponding shares, if
the dividend is unclaimed for a period of seven years along with the unclaimed dividend
shall also be transferred to the dematerialised account of the IEPF Authority.
Members who have not yet encashed their dividend warrant(s) can claim
the same in accordance with the process made available on the website of the Company by
accessing the following link
https://www.iciciprulife. com/about-us/shareholder-information/dividends.
html?ID=about-dividends .
Particulars of loans, guarantees or investments
The provisions of Section 186(4) of the CA2013, requiring disclosure in
the financial statements of the full particulars of the loans given, investment made or
guarantee given or security provided including the purpose for which the loan or guarantee
or security is proposed to be utilised by the Company, are not applicable to an insurance
company.
Particulars of contracts or arrangements with related parties
The particulars of contracts or arrangements entered into by the
Company with related parties referred to in sub- section (1) of Section 188 of the CA2013
including certain arm's length transactions under third proviso thereto are disclosed in
Form AOC -2 appended as Annexure A. Further, as per the shareholding pattern of the
Company, only ICICI Bank Limited and Prudential Corporation Holdings Limited have a 10% or
more shareholding in the Company. The transactions with these entities are disclosed in
note 3.12 of related party transactions under notes to accounts.
The Company has a Board approved policy on Related Party Transactions,
which has been updated as per the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 and the updated policy has been hosted on the website of the Company and
can be viewed at https://www.iciciprulife.com/about-us/corporate-policies.html .
Public deposits
During the year under review, the Company has not accepted any deposits
under Section 73 of the CA2013.
Auditors Statutory auditors
B S R & Co. LLP, bearing registration number 101248W/ W-100022,
Chartered Accountants and Walker Chandiok & Co. LLP bearing registration number
001076N/N500013, Chartered Accountants are the joint statutory auditors of the Company, as
per the applicable provisions of the CA2013 and the IRDAI Corporate Governance guidelines
for insures in India, 2016 (IRDAI CG Guidelines) for FY2024.
B S R & Co. LLP were originally appointed as one of the joint
statutory auditors from FY2015 and were re- appointed on July 17, 2019 for a term of five
years i.e. from conclusion of the 19th Annual General Meeting (AGM) up to the
conclusion of the ensuing AGM.
The Board in its meeting held on January 17, 2024, has appointed M. P.
Chitale & Co. bearing ICAI registration 101851W in place of B S R & Co. LLP as
joint statutory auditor of the Company, in accordance with the requirements specified in
the Companies Act, 2013 and the IRDAI Regulations, as amended.
Walker Chandiok & Co. LLP were originally appointed as one of the
joint statutory auditors from FY2016-17 and were re-appointed on June 25, 2021, for a term
of five years i.e. from the conclusion of the 21st AGM up to the conclusion of
the 26th AGM of the Company.
Fees for services to statutory auditors
The Company has incurred Rs 23.96 million as statutory audit fees for
the year ended March 31, 2024. Further, the Company has not availed any other services
except mentioned below, from the statutory auditors or its network entities/affiliated
firms during the year ended March 31, 2024.
Pursuant to IRDAI CG Guidelines, the additional work entrusted to the
statutory auditor is given below:
(Rs million)
Name of the Auditor |
Services rendered |
Year
ended
March 31, 2023 |
Year ended March 31, 2024 |
Walker Chandiok & Co. LLP |
Assurance Provider for BRSR core report as required under
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 |
|
1.0 |
Total |
|
- |
1.0 |
Secretarial auditors
The Company had, with the approval of its Board of Directors, appointed
M/s. Makarand M. Joshi & Co., Company Secretaries to undertake secretarial audit of
the Company for FY2024. The secretarial audit report is annexed herewith as Annexure B.
Auditor's report
There is no qualification, reservation or adverse remark made by both,
the statutory auditors and secretarial auditors, in their report. There were no reportable
frauds identified by the auditors during FY2024.
COMPLIANCE AND RISK
Statement in respect of adequacy of internal financial controls
The Company has complied with internal financial controls (IFC) as per
section-134 (5) of Companies Act, 2013 and regulation 17(8) of the Securities and Exchange
Board of India (SEBI) (Listing Obligations and Disclosure Requirements) Regulations, 2015
in terms of internal controls over financial reporting and section 404 of Sarbanes Oxley
Act (SOX), 2002. To ensure effective internal financial controls, the Company has
implemented Internal Control Framework, 2013 endorsed by the Committee of Sponsoring
Organisations (COSO) of the Treadway Commission. The Company's internal financial control
framework comprises of internal controls over financial reporting, operating controls, and
fraud prevention controls. The framework is designed to ensure accuracy, completeness and
reliability of financial records, orderly and efficient conduct of business and
safeguarding of assets as well as prevention and detection of fraud. The Company has a
mechanism of testing the controls at regular intervals for design and operating
effectiveness. Further, the auditors opine on the adequacy and operating effectiveness of
internal financial controls over financial reporting. The Company believes that
strengthening of internal controls is an ongoing process and there will be continuous
efforts to keep pace with changing business needs and environment. The key components of
the internal financial control framework include:
Entity level controls: The control environment of the Company
relies on a set of Entity Level Controls (ELCs) that operate at an organisation level and
may not be embedded in any single process of the Company. The ELCs set up by the Company
include:
(a) Corporate governance framework comprising Board and Executive
committees for oversight of the management of the Company.
(b) Policies commensurate with the Company's size and level of
complexity to establish standards of conduct, including a code of conduct, whistle blower
policy, prevention of harassment in the workplace, conflict of interest, corporate
communications, insurance awareness and customer education policy, grievance redressal
policy, record maintenance policy, delegation of financial powers, accounting policy, etc.
(c) Risk and fraud management framework to identify, measure, monitor
and control various risks including operational risks, and a framework for identifying,
monitoring and control over outsourced activities.
(d) Independent Internal Audit Department with oversight from the Audit
Committee.
(e) Employee management framework comprises hiring, diversity and
inclusion, retention, training, performance evaluation, remuneration structure,
compensation, succession planning through leadership cover index, etc.
(f) Framework to ensure compliance with regulations, laws including
compliance certification, regular communication of changes in regulations/ laws, and
litigation management. Framework to ensure compliance of internal control over financial
reporting.
(g) Budgeting, monitoring, and reporting of the performance with key
performance indicators.
(h) Information and cyber security policy and information security
framework along with framework to ensure business continuity and disaster recovery.
Process controls: These comprise of controls operating at process
level with the objective of providing assurance at a transaction recording stage. The
salient aspects of the control framework include:
(a) All business processes having implications on financial results,
regulatory and shareholder reporting are subject to quarterly reviews. Any material
deficiency is discussed at the Audit Committee meetings.
(b) The Company has deployed automation in most aspects of transaction
processing (including policy administration, investment management, actuarial
computations, expense processing, claims management, human resource processes and
accounting) to ensure greater control and efficiency.
Information Technology (IT) controls: The Company has in place a
robust IT control environment including controls pertaining to change management, system
& database management, access management, master maintenance, interface, job
scheduling, datacenter, cloud management, backup and disaster recovery and cybersecurity
to ensure data integrity and accuracy of information stored in IT systems. Further the
Company has been compliant with the requirements, prescribed under amendments in the
Companies (Account) Rules, 2014, of using accounting software which has a feature of
recording audit trail and creating an edit log of each change made in the books of
account.
Control over third parties providing services:
The Company has a vendor on-boarding process with due diligence, risk
assessment, document review and periodic assessment to ensure controls over third-party
service providers relevant from a financial reporting perspective. Further, the Board Risk
Management Committee has oversight on the implementation of controls and monitors the
performance of the outsourced vendors.
Safeguarding of assets: The Company has adequate controls over
safeguarding of assets (comprising of investment assets, IT assets and other assets).
These controls are based on value and custody of assets.
Review controls: Review controls comprise of multiple levels of
oversight over financial reporting by way of a strong reporting and review framework as
follows:
(a) The financials are audited by joint statutory auditors and are
reviewed and approved by the Audit Committee and Board. They are also submitted to the
Insurance Regulatory and Development Authority of India (IRDAI).
(b) The Internal Audit Department exercises independent oversight over
operational and financial processes. Any significant observations and recommendations are
presented to the Audit Committee. The investment operations function is subject to
concurrent audit certification and an Investment Risk Management Systems (IRMS) audit once
in two years. Any significant findings in the concurrent audit or IRMS audit are presented
to the Audit Committee.
(c) The Company has an effective organisation structure that segregates
duties among business groups, thereby, ensuring orderly and efficient conduct of business.
Additionally, the Board has constituted various committees responsible for specific
operational areas, formulation of policies and frameworks, and identification, assessment
and monitoring of principal risks in accordance with the policies and procedures.
(d) There are senior management controls comprising of high-level
controls (HLC) and management review controls (MRC) to monitor and identify any material
misstatement. Management exercises review control by way of in-depth reviews of
financials, ledger balances, suspense items and payables, liability assumptions,
information security, regulatory compliance, communication and reporting, key compliance
issues, supervision of risk management function, etc. conducted by the Chief Financial
Officer, Appointed Actuary, Head of Information Technology, Head of Operations and Head of
Compliance & Risk.
Fraud prevention: The Company has a Board approved fraud risk
management policy which is based on Insurance Fraud Monitoring Framework' guidelines
issued by IRDAI. The Company has an Operational Risk Management Committee (ORMC) which
independently monitors frauds. The ORMC reports to the Executive Risk Committee which
ultimately reports to the Board Risk Management Committee (BRMC).
(a) The fraud control framework consists of preventive measures,
incident management and awareness activities. Preventive measures include fraud risk
assessment for design of processes, investigation triggers across policy life cycle and
proactive use of analytics to identify fraud patterns. Incident management includes
recovery of loss, action through law enforcement agencies, detailed investigation and root
cause analysis, and fraud incident reporting to BRMC. Awareness includes mandatory
induction training and awareness program for employees, regular communication to policy
holders, fraud prevention tips on the Company's website, etc.
(b) The Company ensures implementation of controls to prevent
repetition of incidents, financial recovery process, and disciplinary action against
involved employees. It also initiates actions through law enforcement authorities based on
severity of the incident.
(c) The Company undertakes several measures from time to time to create
awareness amongst its employees and customers against fraudulent practices.
Internal audit and compliance framework Internal audit:
The Internal Audit Department (IAD) of the Company acts as an
independent entity and reports to the Audit Committee of the Board. IAD has an
unrestricted access to the Audit Committee Chairperson and the Managing Director and Chief
Executive Officer (MD & CEO). The Head-Internal Audit reports directly to the Audit
Committee of the Board and administratively reports to the Chief Risk & Compliance
Officer. The IAD has developed a Risk Based Audit Plan (RBAP) and the same has been
approved by the Audit Committee of the Board. The basic philosophy of risk-based audit
framework is to provide reasonable assurance to the Audit Committee of the Board and
management about the adequacy and effectiveness of the risk management and control
framework in the Company. The scope of Internal Audit includes the review of risk
management procedures, internal control systems, information systems and governance
processes. Key audit observations and recommendations made are reported to and discussed
at the Audit Committee of the Board. Implementation of the recommendations is actively
monitored.
Compliance:
The Board Audit Committee oversees the compliance framework of the
Company. The Company has formulated various internal policies/procedures, such as the
Compliance Policy, Anti- Bribery and Anti- Corruption Policy, Anti-Money Laundering Policy
and an employee code of conduct, which govern the day-to-day activities to ensure
compliance. The Compliance Function disseminates the information regarding relevant laws,
regulations and circulars related to insurance and anti- money laundering to various
functions. It also serves as a reference point for the staff of various functions for
seeking clarifications on applicable laws, regulations and circulars issued on these
aspects. The compliance team also monitors the adequacy of the compliance framework across
the Company with the Internal Audit Department through an integrated risk-based audit
plan. Key issues observed as a part of this monitoring are reported to
the Board Audit Committee and implementation of recommendations is
actively monitored. A compliance certificate signed by the Managing Director & CEO,
based on the certification from respective functional heads, is placed at the Board Audit
Committee and Board of Directors meetings on a quarterly basis.
Risk management
The Company recognises that risk is an integral element of the business
and managed acceptance of risk is essential for generating shareholder value.
The risk governance structure of the Company consists of the Board, the
Board Risk Management Committee (BRMC), the Product Management Committee (PMC), the
Executive Risk Committee (ERC) and its supporting committees. The risk philosophy of the
Company is outlined in the Board approved risk policy which is reviewed by the Board at
least annually. The Board risk policy details identification, measurement, monitoring and
control standards relating to various individual risks, namely investment (market, credit
and liquidity), insurance, operational (including fraud, legal, compliance, outsourcing,
customer dissonance, business continuity, information and cyber security) and reputation.
The Board periodically reviews the potential impact of strategic risks such as changes in
macro-economic factors, government policies, regulatory environment and tax regime on the
business plan of the Company.
In addition to these risks, the life insurance industry faces a number
of emerging risks. Geo-political tensions and the potential for disruption to energy
supplies are an additional source of uncertainty for financial and commodity markets and a
trigger for inflation (which could impact credit quality of counterparties, as well as
reduce real wages thereby impacting discretionary savings, insurance new business and
persistency risk). There are also emerging risks related to ESG (environmental, social and
governance) issues. One of the most prominent ESG risks is that of climate change which
could potentially have wide-ranging implications including (but not limited to) adverse
impact on economic growth and investment markets and higher than expected claims due to
increased risk of future weather-related catastrophes, pandemics as well as possible
changes in long-term mortality/morbidity rates. Apart from climate change, there are
emerging risks associated with public health trends such as increase in obesity related
disorders and demographic changes such as population urbanisation and ageing. Other
important ESG elements include data privacy which has an increasing material impact on
Company's reputation.
The risk management framework of the Company seeks to identify, measure
and control its exposures to all these risks within its overall risk appetite. The Company
periodically carries out stress testing of its assets and liabilities to identify impact
on regulatory and economic solvency, statutory profits and liquidity position.
Such testing is used as an aid in identifying significant existing or
emerging risks to its financial position, including the potential impact of severe
economic shocks and catastrophic events like pandemics, which could materialize as a
consequence of several risk factors including climate change and other sustainability
risks. The Company has a framework for information and cyber security as well as business
continuity management to analyse emerging risks through regular monitoring of the external
and internal environment which has been further augmented in the current situation. The
Company also has a privacy policy to ensure protection of sensitive personal data or
information collected. The Company has updated the Board risk policy by integrating
sustainability risks in the risk management framework. The key aspects of the Company's
risk management framework have been outlined below. Further information on the Company's
approach to risk management is available in the sections on Enterprise Risk
Management' and Risks and Opportunities' of this Annual Report.
1.1. Investment risk
Investment risk is the risk arising out of variations in the level or
volatility of market prices of assets and financial instruments, including the risk
arising from any mismatch between assets and liabilities, due to external market and
economic factors. The Company faces limited liquidity risk due to the nature of its
liabilities. The key mitigation approaches for this risk are as follows:
(a) Product approval process: Launching new products can significantly
alter the risk profile of the Company's Balance Sheet. Investment risks inherent in new
products or significant modifications to existing products are identified at the product
design stage and products are launched only after approval by the ERC and the PMC.
(b) Asset Liability Management (ALM): The Company has detailed
Investment Specifications that govern the investment strategy and limits for each fund
depending on the profile of the liability backed by those assets. For each category of
products, the Investment Specifications define limits to permissible exposures to various
asset classes, duration guidelines for fixed income instruments and minimum investment in
liquid assets. The Company uses derivatives to hedge interest rate risk.
(c) Exposure limits have been defined for companies, groups and
industries in accordance with regulatory guidelines and the Company's internal Investment
Policy. The Company restricts investments primarily to securities rated AA and above.
(d) The Company has a liquidity contingency plan in place.
(e) As part of its ESG philosophy, the Company has implemented a
framework for investment decisions that will support mitigation of risks due to climate
change as well as other ESG risks by factoring these in its investment decisions.
1.2. Insurance Risk
Insurance risk is the risk arising because of variance to the best
estimate or because of random fluctuations in the frequency, size and timing of insurance
liabilities.
Insurance risk comprises the following components: mortality,
morbidity, persistency and expense risk.
These risks are mitigated through the following:
(a) Product approval process: Insurance risks inherent in the new
products or significant modifications to existing products are identified at product
design stage and products are launched only after approval by the ERC and the PMC. The
Company, in its product design, incorporates product features and uses appropriate policy
wordings to mitigate insurance risk.
(b) Reinsurance: The Company uses appropriate reinsurance arrangements,
including catastrophe reinsurance, to manage insurance risk. Such reinsurance arrangements
may be used to support risk transfer of sustainability risks as well. The arrangements are
with select and financially sound reinsurers. The Company's reinsurance exposures are
considered and approved by the ERC periodically.
(c) Underwriting and claims controls: Underwriting and claims policies
and procedures are in place to assess and manage mortality and morbidity risks. The
Company seeks to minimise these risks by diversifying its business portfolio and adhering
to appropriate and segmented underwriting norms. The Company conducts periodic reviews of
both underwriting and claims procedures. Adjustments to the underwriting strategy may be
made to allow for any changes in the insurance risk landscape or emerging risks.
(d) Experience analysis: The Company conducts its experience analysis
regularly in order to monitor trends, gain insights on emerging risks, if any and to
ensure that corrective actions can be initiated at the earliest opportunity and that
assumptions used in product pricing, reserving and embedded value reporting are in line
with the experience. The Company actively monitors its claims experience, persistency
levels and expense ratios.
(e) Aligning key performance indicators: The Company uses appropriate
key performance indicators for different levels of hierarchy in sales and operations to
align interests and ensure adequate focus on insurance risk especially, persistency and
expense.
(f) Product contracts: The Company designs exclusions and terms and
conditions in consultation with reinsurers and with due regard to market practices to
manage insurance risk, especially mortality and morbidity risk. In order to deal with a
changing insurance landscape or emerging risks, new products may be developed with more
suitable product features, policy wordings, exclusions and terms and conditions.
(g) Repricing: The Company reserves the right to re-price future new
business with IRDAI approval (if required) in case of adverse experience, which could
materialize due to various factors including sustainability issues.
1.3. Operational risk:
Operational risk is the risk of loss, resulting from inadequate or
failed internal processes, people and systems, or from external events.
The Company uses the following approaches to manage operational risk:
(a) The Company develops and monitors mitigation plans for high risk
items identified through the Risk and Control Self-Assessment (R&CSA) conducted for
each business function, through analysis of loss events and review of audit findings.
(b) The Company continuously monitors internal loss events and ensures
adequate mitigation for material impact events.
(c) The Company actively promotes a risk awareness culture by improving
understanding through communication and education. It further engages with law enforcement
agencies to create awareness on various insurance frauds and emerging issues.
(d) Fraud Management: The Company has a fraud risk management policy
that sets out the approach and guidelines for management of fraud risk. The Company
follows both a proactive and reactive approach to manage fraud. Proactive management is
done by using triggers to identify suspected frauds and through random sample checks.
Reactive management is done through incident management. The Company ensures
implementation of controls to prevent recurrence of such incidents, financial recovery
whenever applicable and disciplinary action against involved employees in accordance with
the Company's Code of Conduct. It also initiates actions through law enforcement
authorities based on severity of incidents.
(e) Outsourcing Risk: The Company has an outsourcing policy to ensure
effective oversight and adequate due diligence with regard to outsourcing of activities.
The Company outsources processes which are permitted based on the regulatory guidelines.
The Company carries out required due diligence for any new vendor empanelment and annual
assessment of outsourced vendors.
(f) Business Continuity Management (BCM): The Company has a BCM policy
and framework to ensure resilience and continuity of key products and services at a
minimum acceptable level. BCM includes systems and processes for management of risk
including use of disaster recovery sites and business continuity plans for critical
processes which are being tested periodically. The Company has been accredited with the
ISO 22301:2019 certification for the business continuity management systems.
(g) Information and cyber security: The Company has an information and
cyber security policy and framework that ensures all information assets are safeguarded by
establishing comprehensive management processes throughout the organisation. The Company
has defence-in-depth approach, and has deployed security solutions like firewalls,
intrusion prevention systems, anti-malware solutions, end-point detection and response
(EDR), email security, data leakage prevention and web proxy. Vulnerability assessment and
penetration testing program for critical information technology applications and
infrastructure has been defined, to ensure IT Systems are secured for operations during
its life cycle. Further, cloud security strategy and practices for protecting data and IT
infrastructure has been implemented. Cyber security operations centre (SOC) has been setup
for proactive monitoring (24x7), incident response, recovery and remediation activities.
Cyber security advisories issued by security experts are being monitored and suitable
actions are being initiated. Based on the Information Security Management System (ISMS)
controls implemented and the assessment conducted by the certification body, the Company
has been awarded a certification under ISO 27001:2013 standard.
(h) Privacy policy: The Company has a privacy policy in accordance with
Information technology (Reasonable security practices and procedures and sensitive
personal data or information) Rules, 2011. The policy provides the Company's commitment to
privacy throughout the life cycle of the information from, collection, processing,
sharing, retention and destruction, by taking reasonable steps to protect the
confidentiality of the Personal Information provided and protect it from unauthorised
access or alteration, disclosure or destruction.
(i) The Company has adopted highest business, governance, ethical and
legal standards. The Whistle blower policy aims to provide a mechanism to ensure that
concerns are appropriately raised, independently investigated and addressed.
1.4. Reputation Risk:
Reputation risk is defined as the risk of negative opinion about the
financial stability, service levels, integrity, transparency or any other aspect, as
perceived by the stakeholders, resulting in a decline in business volumes and eventually
impacting continuity of business. The Company has a framework in place for managing
reputation risk and periodically monitors various parameters that could impact the
reputation of the Company.
Code of conduct under Securities and Exchange Board of India
(Prohibition of Insider Trading) Regulations, 2015
The Company has in place a Code of conduct to regulate, monitor and
report trades in Securities by Designated
Persons ("Code") which is in accordance with the SEBI
(Prohibition of Insider Trading) Regulations, 2015 as amended from time to time. The Code
is applicable to the Directors, employees of the Company, Designated Persons and their
immediate relatives, as detailed therein. The objective of the Code is to achieve
compliance with the SEBI (Prohibition of Insider Trading) Regulations, 2015. Any
infractions/violations of the Code are suitably dealt with as provided for in the Code.
CEO/CFO certification
In terms of the Listing Regulations, the certification by the Managing
Director & CEO and Chief Financial Officer on the financial statements and internal
controls relating to financial reporting has been obtained.
CORPORATE GOVERNANCE
The Company considers its stakeholders as partners in success and
remains committed to delivering value to stakeholders. The Company believes that a sound
corporate governance mechanism is critical to retain and enhance stakeholders' trust. It
is committed to exercise overall responsibilities rigorously and diligently throughout the
organisation, managing its affairs in a manner consistent with corporate governance
requirements and expectations.
The Company's corporate governance philosophy is based on an effective
independent Board including the separation of Board's supervisory role from the executive
management. The Board Committees are generally comprising of a majority of
independent/non-executive Directors and are chaired by independent Directors, to oversee
critical areas of business operations.
Significant and material orders passed by the regulators or courts or
tribunals impacting the going concern status of the Company and its future operations
There are no significant and/or material orders passed by the
regulators or courts or tribunals impacting the going concern status of future operations
of the Company.
Compliance to Secretarial Standards
The Company was in compliance with the applicable Secretarial Standards
issued by the Institute of Company Secretaries of India for FY2024.
Annual return
A copy of the annual return for FY2024 will be hosted on the website of
the Company at
https://www.iciciprulife. com/about-us/shareholder-information/other.html .
Particulars of employees
The statement containing the particulars of employees as required to be
disclosed under Section 197(12) of the CA2013, read with Rule 5(2) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, is set out in an
Annexure and forms part of this Report. In terms of Section 136(1) of CA2013, the Report
and the Accounts are sent to the members excluding the aforesaid Annexure. Any member
interested in obtaining a copy of this Annexure may write to the Company Secretary at the
Registered Office of the Company.
Corporate Social Responsibility (CSR) initiatives
The Corporate Social Responsibility policy as approved by the Board has
been hosted on the Company's website (https://www.iciciprulife.com/about-us/corporate-policies.html ).
The Company has spent Rs 26.5 million for FY2024 towards CSR
programs as against Rs 26.4 million required to be spent, which is 2% of the
average net profits made during the three immediately preceding financial years, in
accordance with Section 135 of CA2013.
The detailed annual report on Corporate Social Responsibility
activities is annexed herewith as Annexure C.
Disclosures as per the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013
The Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013 provides protection against sexual harassment of women at the
workplace and lays down guidelines for the prevention and redressal of complaints of
sexual harassment. The Company has implemented its policy on prevention of sexual
harassment at the workplace and has made it available to all employees on the Company's
intranet. The Company in its endeavor to extending a safe and secure working environment,
on an ongoing basis, ensures awareness and sensitization of the policy amongst its
employees.
Disclosures in relation to the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013:
a. number of complaints filed during the financial year: 15
b. number of complaints disposed of during the financial year: 15
c. number of complaints pending to be resolved as on end of financial
year: NIL
Further, the Company has complied with provisions relating to the
constitution of Internal Committee under the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013.
Whistle blower policy
The Company has adopted highest business, governance, ethical and legal
standards. The Whistle Blower policy aims to provide a mechanism to ensure that concerns
are appropriately raised, independently investigated and addressed.
The purpose of the Policy is to encourage employees/ stakeholders to
report matters without the risk of subsequent victimisation, discrimination or
disadvantage.
The Whistle Blower policy covers all employees, including Directors of
the Company and stakeholders. The policy encourages any employee, stakeholder or Director
to report any breach of any law, statute or regulation, issues related to accounting
policies and procedures, acts resulting in financial loss or loss of reputation, misuse of
office, suspected/actual fraud and criminal offences, non-compliance to anti-bribery and
anti-corruption policy. Besides, it also includes leak of any unpublished price sensitive
information (UPSI) pursuant to SEBI Regulations or any such information prescribed
pursuant to any regulations/laws, as amended from time to time. Such complaints are
reported to the Audit Committee of the Board.
The policy has been periodically communicated to the employees and for
stakeholders, an extract of the same has also been hosted on the Company's intranet and
details pertaining to establishment of a vigil mechanism are hosted on the website at
https://www.iciciprulife. com/about-us/corporate-policies.html .
Code of conduct
The Company has a code of conduct (Code) for Directors and employees of
the Company, which was last reviewed and amended by the Board of Directors at its meeting
held on July 18, 2023. The Code aims at ensuring consistent standards of conduct and
ethical business practices across the constituents of the Company. The Code lays down the
broad framework of general guiding principles for conducting day-to-day business. This
Code is available on the website of the Company (https:// www.iciciprulife.com/about-us/corporate-policies.html ).
Pursuant to the Listing Regulations, a confirmation from the Managing Director & CEO
regarding compliance with the Code by all the Directors and senior management forms part
of this Annual Report.
Policy for determining material subsidiaries
In accordance with the requirements of the Listing Regulations, the
Company has formulated a policy for determining material subsidiaries and the same has
been hosted on the website of the Company https:// www.iciciprulife.com/about-us/corporate-policies.html .
Board of Directors
The Company's Board is constituted in compliance with the CA2013, in
accordance with Listing Regulations and IRDAI Corporate Governance Guidelines, 2016, as at
March 31, 2024.
At March 31, 2024, the Board of Directors of the Company comprised six
independent Directors, three non-executive Directors and the Managing Director & CEO.
Out of the three non-executive Directors, two Directors represent ICICI Bank Limited and
one Director represent Prudential Corporation Holdings Limited. As at March 31, 2024, the
Chairman of the Board is an Independent Director. Except the Managing Director & CEO,
all other Directors including the Chairman of the Board are non-executive Directors and/or
independent
Directors. The Board is responsible for the corporate strategy and
other responsibilities as laid down by IRDAI under the Corporate Governance guidelines.
The Managing Director & CEO oversees implementation of the strategy, achievement of
the business plan and day-to-day operations. There is an appropriate mix of executive,
non-executive and independent Directors on various Board Committees. None of the Directors
is/are related to any other Director or employee of the Company.
The Board functions either as a full Board or through various
Committees constituted to oversee specific areas. The Board has constituted Committees,
namely, Board Audit Committee, Board Risk Management Committee, Board Investment
Committee, Board Policyholder Protection, Grievance Redressal and Claims Monitoring
Committee, Board Nomination and Remuneration Committee, Board Sustainability and Corporate
Social Responsibility Committee, Stakeholders Relationship Committee, Board Information
Technology Strategy Committee, With Profits Committee and Strategy Committee.
The Company recognises that a diverse Board will have different
thoughts, perspectives, knowledge, skill, industry experience, age and gender, which will
ensure that the Company retains its competitive advantage. The Board Nomination and
Remuneration Committee recommends the appointment of Director(s) to the Board of the
Company based on the criteria for appointment of Directors.
In accordance with the criteria for appointment of the Directors
and official(s) who may be appointed in senior management of the Company', identified by
the Board, the areas of knowledge, skills and expertise which would be required to be
possessed by the Board of the Directors of the Company in the context of life insurance
business, included finance & accountancy, banking, insurance, strategy and corporate
planning, risk management, securities market, economics, law and governance, consumer
insights, marketing and human resources. The Directors of the Company have the skills and
expertise as prescribed in the criteria, details of which are given below along with their
educational qualification, as at March 31, 2024.
Name of the Director |
Directors Identification Number (DIN) |
Educational Qualification |
Field of specialisation/ areas of core expertise |
Non-executive non-independent Directors |
|
|
|
Mr. Sandeep Batra, non-executive Director representing ICICI
Bank Limited 1 |
03620913 |
Chartered Accountant and Company Secretary |
Accountancy, Banking, Finance, Law, Information Technology,
Human Resources, Risk Management, Business Management, Insurance, Securities, Governance,
Economics |
Mr. Anuj Bhargava, non-executive Director representing ICICI
Bank Limited2 |
02647635 |
Chartered Accountant, Bachelor of Commerce (Sydenham
College). |
Finance & accountancy, Banking, Strategy and Corporate
planning |
Mr. Solmaz Altin, non-executive Director representing
Prudential Corporation Holdings Limited3 |
08206960 |
Graduate Degree in Banking and Economics (Diplom-Okonom),
University of Duisburg (Germany) |
Insurance (life, health and non- life), corporate strategy
and finance, global transformation, digital and technology, customer centricity |
Non-executive independent Directors |
|
|
|
Mr. M. S. Ramachandran - Chairman1 |
00943629 |
Bachelor's degree in Mechanical Engineering from the
College of Engineering, Guindy (Anna University) |
Strategy and corporate planning |
Mr. Dilip Karnik |
06419513 |
Bachelor's degree in Science and Bachelor's degree
in Law (Gold Medalist) |
Law and governance |
Mr. R. K. Nair |
07225354 |
Master's degree in Science, Bachelor's degree in
Law, Master of Business Administration - Financial Management, Diploma in Securities Law |
Finance & accountancy, banking, insurance, securities and
economics, law, human resources, risk management, information technology |
Mr. Dileep Choksi |
00016322 |
Chartered Accountant, Bachelor's degree in Law, a member
of the Institute of Cost and Works Accountants of India (ICWA), and Trust and Estate
Practitioner (TEP) and member of Society of Trust and Estate Practitioners (STEP) |
Finance & accountancy, taxation, strategy and corporate
planning |
Name of the Director |
Directors Identification Number (DIN) |
Educational Qualification |
Field of specialisation/ areas of core expertise |
Ms. Vibha Paul Rishi |
05180796 |
Master's degree in Business Administration with a
specialisation in Marketing from the Faculty of Management Studies, University of Delhi
and Honours in Economics from Lady Sri Ram College, Delhi University |
Finance & accountancy, agriculture and rural economy,
information technology, economics, risk management, consumer insights, marketing, human
resources, strategy and corporate planning |
Mr. Naved Masood4 |
02126497 |
B. Sc (Hons), LLB (Hons) |
Securities and economics, law and governance, Corporate
Regulations, Affairs of Stock Exchanges and Public Policy |
Whole-time Director(s) |
|
|
|
Mr. Anup Bagchi, Managing Director and Chief Executive
Officer5 |
00105962 |
Post graduate diploma in management from Indian Institute of
Management, Bangalore and Bachelor of Technology from Indian Institute of Technology,
Kanpur |
Finance & accountancy, banking, strategy and corporate
planning |
1 Mr. M. S. Ramachandran shall retire as a Non-Executive
Independent Director and Chairman of the Board with effect from June 30, 2024.
Consequently, Mr. Sandeep Batra, a Non-Executive Director of the Company is re-designated
and appointed as Chairman of the Board of Directors, with effect from June 30, 2024 or
date of regulatory approval, if any, whichever is later.
2Appointed as a non-executive Director of the Company w.e.f. May
1, 2023 3Appointed as a non-executive Director of the Company w.e.f. August 22,
2023
4 Mr. Naved Masood is appointed as an Independent Director of the
Company for a term of 5 (five) consecutive years commencing from March 7, 2024 till March
6, 2029.
5Appointed as the Managing Director & CEO of the Company with
effect from June 19, 2023. Prior to this, he was a non-executive Director representing
ICICI Bank Limited up to April 30, 2023 and an Executive Director & Chief Operating
Officer of the Company with effect from May 1, 2023.
During the year ended March 31, 2024, based on the recommendation of
the Board Nomination and Remuneration Committee, the Board of Directors of the Company
approved the following changes in the Board composition:
1. Appointment of Mr. Anuj Bhargava (DIN: 02647635) as a non-executive
(Additional) Director of the Company, representing ICICI Bank, with effect from May 1,
2023, through resolution dated April 20, 2023
2. Appointment of Mr. Anup Bagchi (DIN: 00105962) as the Managing
Director and Chief Executive Officer of the Company for a period of five consecutive years
with effect from June 19, 2023 and as the Executive Director & Chief Operating Officer
of the Company with effect from May 1, 2023 vide resolution dated March 16, 2023
3. Appointment of Mr. Solmaz Altin (DIN: 08206960) as a non-executive
(Additional) Director of the Company, representing Prudential Corporation Holdings
Limited, with effect from August 22, 2023, through resolution dated August 22, 2023; and
4. Appointment of Mr. Naved Masood (DIN: 02126497) as a non-executive
Additional (Independent) Director of the Company, with effect from March 7, 2024, for a
term of 5 (five) consecutive years commencing from March 7, 2024 till March 6, 2029, vide
resolution dated March 7, 2024.
Accordingly, the Board had recommended the above appointments for
approval of members of the Company to transact the following special businesses:
1. Appointment of Mr. Anuj Bhargava (DIN: 02647635) as a non-executive
Director of the Company, by way of Ordinary resolution and appointment of Mr. Anup Bagchi
(DIN: 00105962) as Executive Director and Chief Operating Officer with effect from May 1,
2023 and Managing Director and Chief Executive Director with effect from June 19, 2023, by
way of Ordinary resolution at the Annual General Meeting held on July 28, 2023;
2. Appointment of Mr. Solmaz Altin (DIN: 08206960) as a non-executive
Director of the Company with effect from August 22, 2023, by way of an Ordinary
resolution, passed through postal ballot; and
3. Appointment of Mr. Naved Masood (DIN: 02126497) as a non-executive
Independent Director of the Company, with effect from March 7, 2024, for a term of 5
(five) consecutive years commencing from March 7, 2024 till March 6, 2029, by way of a
Special resolution, passed through postal ballot.
All the above resolutions were passed by the members, with requisite
majority.
There were seven meetings of the Board held during FY2024: Meetings
were held on April 20, 2023, May 17, 2023, June 10, 2023, July 18, 2023, October 17, 2023,
January 17, 2024, and March 15, 2024. The maximum interval between any two meetings did
not exceed 120 days. The attendance of Directors at the Board meetings during the year is
set out in the following table:
Name of the Director |
Board meetings attended/held during the
year ended March 31, 2024 |
Attendance at last AGM (July 28, 2023) |
Non-executive non-independent Directors |
|
|
Mr. Sandeep Batra, Non-executive Director representing ICICI
Bank Limited |
7/7 |
Present |
Mr. Benjamin Bulmer, Non-executive Director representing
Prudential Corporation Holdings Limited1 |
4/4 |
Present |
Mr. Solmaz Altin, Non-executive Director representing
Prudential Corporation Holdings Limited2 |
2/3 |
Not Applicable |
Mr. Anuj Bhargava, Non-executive Director representing ICICI
Bank Limited3 |
6/6 |
Present |
Non-executive independent Directors |
|
|
Mr. M. S. Ramachandran, Chairman |
7/7 |
Present |
Mr. Dilip Karnik |
7/7 |
Present |
Mr. R. K. Nair |
7/7 |
Present |
Mr. Dileep Choksi |
7/7 |
Present |
Ms. Vibha Paul Rishi |
6/7 |
Present |
Mr. Naved Masood4 |
1/1 |
Not Applicable |
Whole-time Director(s) |
|
|
Mr. N. S. Kannan, Managing Director & CEO5 |
2/3 |
Not Applicable |
Mr. Anup Bagchi, Managing Director & CEO6 |
7/7 |
Present |
1 Ceased to be a Director of the Company w.e.f. August 22, 2023 2Appointed
as a Non-executive Director of the Company w.e.f. August 22, 2023 3 Appointed
as a Non-executive Director of the Company w.e.f. May 1, 2023 4Appointed as an
Independent Director of the Company w.e.f. March 7, 2024
Superannuated from the services of the Company on the completion of
tenure of his appointment as Managing Director & Chief Executive Officer on June 18,
2023.
6 Appointed as the Managing Director & CEO of the Company
with effect from June 19, 2023. Prior to this, he was a non-executive Director
representing ICICI Bank Limited up to April 30, 2023 and an Executive Director & Chief
Operating Officer of the Company with effect from May 1, 2023.
The details of other directorships/committee membership held by the
Directors of the Company as at March 31, 2024 are set out below:
|
Number of other directorships |
|
Number of other committee memberships3 (Audit
Committee and Stakeholders Relationship Committee of Indian public limited companies) |
Name of the Director |
Indian
public
limited
companies1 |
other
companies2 |
|
Names of other listed entities where the person is a
director and category of directorship |
Non-executive non-independent Directors |
|
|
|
|
Mr. Sandeep Batra, non-executive Director representing ICICI
Bank Limited |
4(2) |
|
3 |
1. ICICI Bank Limited, Executive Director
2. ICICI Lombard General Insurance Company Limited, Non-Executive - Non Independent
Director |
Mr. Anuj Bhargava, non-executive Director representing ICICI
Bank Limited |
|
1 |
|
|
Mr. Solmaz Altin, non-executive Director representing
Prudential Corporation Holdings Limited |
|
4 |
|
|
Non-executive independent Directors |
|
|
|
|
Mr. M. S. Ramachandran, Chairman |
1 |
1 |
- |
1. Supreme Petrochem Limited, Non- Executive - Independent
Director |
Mr. Dilip Karnik |
5 |
- |
3 |
1. Birla Corporation Limited, Non-Executive - Non Independent
Director |
|
|
|
|
2. Universal Cables Limited, Non-Executive - Non Independent
Director |
|
|
|
|
3. Vindhya Telelinks Limited, Non-Executive - Non Independent
Director |
|
|
|
|
4. ICICI Securities Primary Dealership Limited (Debt
listed), Independent Director |
Mr. R. K. Nair |
5 |
3 |
5(1) |
1. ICICI Bank Limited, Non-Executive - Independent Director |
|
|
|
|
2. Geojit Financial Services Limited, Non-Executive -
Independent Director |
|
|
|
|
3. ICICI Securities Primary Dealership Limited (Debt
listed), Independent Director |
|
|
|
|
4. Inditrade Capital Limited, Non- Executive - Independent
Director |
Mr. Dileep Choksi |
7 |
3 |
6(2) |
1. Arvind Limited, Non-Executive - Independent Director |
|
|
|
|
2. Deepak Nitrite Limited, Non- Executive - Independent
Director |
|
|
|
|
3. AIA Engineering Limited, Non -Executive - Independent
Director |
|
|
|
|
4. Swaraj Engines Limited, Non- Executive - Independent
Director |
Ms. Vibha Paul Rishi |
4 |
4 |
5(3) |
1. Asian Paints Limited, Non-Executive - Independent Director |
|
|
|
|
2. Tata Chemicals Limited, Non- Executive - Independent
Director |
|
|
|
|
3. ICICI Bank Limited, Non-Executive - Independent Director |
|
|
|
|
4. Piramal Pharma Limited, Non- Executive - Independent
Director |
Mr. Naved Masood |
1 |
- |
- |
- |
Whole-time Director(s) |
|
|
|
|
Mr. Anup Bagchi, Managing Director & CEO |
2 |
- |
- |
- |
1. Comprises of other public limited companies incorporated in India.
Figures in parentheses indicate Board chairpersonship by the Directors in other unlisted
public companies.
2. Comprises of private limited companies incorporated in India and
foreign companies but excludes Section 8 companies and not for profit foreign companies.
Figures in parentheses indicate Board chairpersonship.
3. Figures in parentheses indicate committee chairmanship including
alternate chairpersonship.
In terms of the Listing Regulations, the number of Committees (Audit
Committee and Stakeholders Relationship Committee) of public limited companies in which a
Director is a member/chairperson were within the limits prescribed under Listing
Regulations, for all the Directors of the Company. The number of directorships of each
independent Director is also within the limits prescribed under Listing Regulations.
Independent Directors
The Board of Directors of the Company at March 31, 2024 comprised of
ten Directors, out of which six are independent Directors.
All independent Directors have confirmed that they meet the criteria of
independence as laid down under Section 149(6) of the CA2013 and the Listing Regulations
and have confirmed that their names have been added in the data bank maintained by the
Indian Institute of Corporate Affairs for independent directors, in accordance with Rule 6
of the Companies (Appointment and Qualification of Directors) Rules, 2014.
Pursuant to the provisions of Rule 6 of the Companies (Appointment and
Qualifications of Directors) Rules, 2014, every individual whose name is so included in
the data bank shall pass an online proficiency self-assessment test. However, an
individual who has fulfilled the criteria prescribed in Rule 6(4) of the said Rules, is
exempt from passing the online self-assessment test. In view of the same, none of the
Independent Directors were required to take the proficiency self-assessment test. The
Board at its meeting held on April 23, 2024, has reviewed the submissions received from
all the independent Directors and has confirmed that the independent Directors fulfil the
criteria laid down by requisite regulations and are independent from the management.
Further, based on these disclosures and confirmations, the Board is of the opinion that
the Directors of the Company are eminent persons with integrity and have necessary
expertise and experience to continue to discharge their responsibilities as the Director
of the Company.
Board Committees
The details of Board Committees are as follows:
A. Board Audit Committee
The primary objective of the Committee is to monitor and provide an
effective supervision of the financial reporting process, with high levels of
transparency, integrity and quality of financial reporting. The Committee oversees the
functions of internal audit & compliance functions and ensures deployment of policies
for an effective control mechanism including mechanism to address potential conflict of
interest amongst stakeholders. The Committee has the authority and responsibility to
select, evaluate and recommend the statutory auditors in accordance with law. The
Committee ensures independence of control functions demonstrated by a credible reporting
arrangement.
Terms of reference:
i. Accounts & Audit
i. Oversee the financial statements, financial reporting process,
statement of cash flow and disclosure of its financial information, both on an annual and
quarterly basis, to ensure that the financial statement is correct, sufficient and
credible;
ii. Recommend the appointment, re- appointment, terms of appointment
and, if required, the replacement or removal; remuneration, reviewing (with management)
performance and oversight of the work of the auditors (internal/ statutory/ concurrent)
and to review and monitor the auditor's independence and performance, and effectiveness of
audit process;
iii. Oversight of the procedures and processes established to attend
issues relating to maintenance of books of account, administration procedures,
transactions and other matters having a bearing on the financial position of the Company,
whether raised by the auditors or by any other person;
iv. Evaluation of internal financial controls and risk management
systems;
v. Discuss with the statutory auditors before the audit commences,
about the nature and scope of audit, as well as, have post-audit discussions to address
areas of concern;
vi. Approval of payment to statutory auditors and internal auditors or
any of its associated persons or companies, for any other services rendered by them;
vii. Reviewing, with the management, the annual financial statements
and auditor's report thereon before submission to the Board for approval, with particular
reference to:
Matters required to be included in the director's responsibility
statement to be included in the Board's report in terms of clause (c) of sub- section (3)
of Section 134 of the Companies Act, 2013;
Changes, if any, in accounting policies and practices and
reasons for the same;
Major accounting entries involving estimates based on the
exercise of judgment by management;
Significant adjustments made in the financial statements arising
out of audit findings;
Compliance with listing and other legal requirements relating to
financial statements to the extent applicable;
Approval or any subsequent modification and disclosure of any
related party transactions of the Company, in accordance with applicable provisions, as
amended from time to time; and
Modified opinion(s) in the draft audit report.
viii. Reviewing, with the management, the quarterly, half-yearly and
annual financial statements before submission to the Board for approval;
ix. To the extent applicable, review with the management, the statement
of uses/ end use/application of funds raised through an issue (public issue, rights issue,
preferential issue, etc.) and related matter, the statement of funds utilised for purposes
other than those stated in the offer document/ prospectus/ notice and the report submitted
by the monitoring agency monitoring the utilisation of proceeds of a public or rights
issue, and making appropriate recommendations to the Board to take up steps in this
matter;
x. Review of housekeeping items, particularly review of suspense
balances, reconciliations (including subsidiary general ledger (SGL) accounts) and other
outstanding assets & liabilities;
xi. Scrutiny of inter-corporate loans and investments, if any;
xii. Valuation of undertakings or assets of the Company, wherever it is
necessary;
xiii. To review the utilisation of loans and/ or advances
from/investment by the holding company in the subsidiary exceeding Rs 100 crore or
10% of the asset size of the subsidiary, whichever is lower including existing
loans/advances/investments.
ii. Internal audit
i. Review the adequacy of internal audit function, if any, including
the structure of the internal audit department, staffing and seniority of the official
heading the department, reporting structure, coverage and frequency of internal audit;
ii. Oversee the efficient functioning of the internal audit department
and review its reports. The Committee would additionally monitor the progress made in
rectification of irregularities and changes in processes wherever deficiencies have come
to notice;
iii. Set-up procedures and processes to address all concerns relating
to adequacy of checks and control mechanisms;
iv. Discussion with internal auditors of any significant findings and
follow up there on;
v. Review the findings of any internal investigations by the internal
auditors into matters where there is suspected fraud or irregularity or a failure of
internal control systems of a material nature and reporting the matter to the Board;
vi. Review with the management, performance of internal auditors and
the adequacy of the internal control systems;
vii. Look into the reasons for substantial defaults in the payment, if
any, to the depositors, debenture holders, shareholders (in case of non-payment of
declared dividends) and creditors; and
viii. Review the functioning of the whistle blower/vigil mechanism.
iii. Compliance & ethics and others
i. Monitor the compliance function and the Company's risk profile in
respect of compliance with external laws and regulations and internal policies, including
the Company's code of ethics or conduct;
ii. Review reports on the above and on proactive compliance activities
aimed at increasing the Company's ability to meet its legal and ethical obligations, on
identified weaknesses, lapses, breaches or violations and the controls and other measures
in place to help detect and address the same;
iii. Discuss the level of compliance in the Company and any associated
risks and to monitor and report to the Board on any significant compliance breaches;
iv. Supervise and monitor matters reported using the Company's whistle
blowing or other confidential mechanisms for employees and others to report ethical and
compliance concerns or potential breaches or violations;
v. Advise the Board on the effect of the above on the Company's conduct
of business and helping the Board set the correct tone at the top' by communicating,
or supporting the communication, throughout the Company of the importance of ethics and
compliance;
vi. Approve compliance programmes, reviewing their effectiveness on a
regular basis and signing off on any material compliance issues or matters;
vii. Review key transactions involving conflict of interest;
viii. Review the anti-money laundering (AML)/ counter - financing of
terrorism (CFT) policy annually and review the implementation of the Company's AML/CFT
program;
ix. Review compliance of Insurance Regulatory & Development
Authority of India (IRDAI) corporate governance guidelines;
x. Monitor the directives issued/ penalties imposed/ penal action taken
against the Company under various laws and statutes and action taken for corrective
measures; and
xi. Approval of appointment of chief financial officer or any other
person heading the finance function or discharging that function after assessing the
qualifications, experience and background, etc. of the candidate.
xii. Consider and comment on rationale, cost- benefits and impact of
schemes involving merger, demerger, amalgamation etc., on the Company and its
shareholders.
xiii. Carrying out any other function, if any, as is mentioned in the
terms of reference of the Audit Committee and any other terms of reference as may be
decided by the Board and/or specified/ provided under the Companies Act, 2013 or the
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015, as amended ("Listing Regulations"), or by any other
regulatory authority.
Composition
There were twelve meetings of the Board Audit Committee held during
FY2024: Meetings were held on April 15, 2023, April 20, 2023, May 17,
2023, June 21, 2023, July 15, 2023, July 18, 2023, October 13, 2023,
October 17, 2023, January 15,
2024, January 17, 2024, February 19, 2024, and March 15, 2024. The
details of the composition of the Committee and attendance at its meetings are set out in
the following table:
Name of the member |
Number of meetings attended/ held |
Mr. R. K. Nair - Chairman |
12/12 |
Mr. Dileep Choksi |
12/12 |
Mr. Dilip Karnik |
12/12 |
Ms. Vibha Paul Rishi |
11/12 |
Mr. Sandeep Batra |
11/12 |
Mr. Benjamin Bulmer1 |
4/6 |
Mr. Solmaz Altin2 |
3/6 |
1 Ceased to be a member w.e.f. August 22, 2023 2Appointed
as a member w.e.f. August 22, 2023 B. Board Risk Management Committee
The Committee reviews the Risk Management policy of the Company,
including asset liability
management (ALM), to monitor all risks across the various lines of
business of the Company and establish appropriate systems to mitigate such risks. The
Committee also reviews the risk appetite and risk profile of the Company. The Committee
oversees the effective operation of the risk management system and advises the Board on
key risk issues.
Terms of reference:
a. Risk management
i. Establish effective Risk Management framework for identification of
internal and external risks, in particular including financial, operational, sectoral,
sustainability (particularly ESG related risks), information, cyber security risks,
business continuity risk or any other risk as may be determined by the Committee and
recommend to the Board the Risk Management policy and processes for the organisation which
should include measures for risk mitigation including systems and processes for internal
control of identified risks;
ii. Monitor and oversee implementation of the risk management policy,
including evaluating the adequacy of risk management systems;
iii. Ensure that appropriate methodology, processes and systems are in
place to monitor and evaluate risks associated with the business of the Company;
iv. Assisting the Board in effective operation of the risk management
system by performing specialised analyses and quality reviews;
v. Monitoring and reviewing the cyber security system of the Company;
vi. Maintain a group wide and aggregated view on the risk profile of
the Company in addition to the solo and individual risk profiles;
vii. Report to the Board, the nature and content of its discussions,
recommendations and actions to be taken including details on the risk exposures and the
actions taken to manage the exposures; set the risk tolerance limits and assess the cost
and benefits associated with risk exposure and review, monitor and challenge where
necessary, risks undertaken by the Company;
viii. Advising the Board with regard to risk management decisions in
relation to strategic and operational matters such as corporate strategy, acquisitions and
related matters;
ix. Review the Company's risk-reward performance to align with overall
policy objectives;
x. Discuss and consider best practices in risk management in the market
and advise the respective functions;
xi. Maintain an aggregated view on the risk profile of the Company for
all categories of risk including insurance risk, market risk, credit risk, liquidity risk,
operational risk, compliance risk, legal risk, reputation risk, etc.;
xii. Review the solvency position of the Company on a regular basis;
xiii. Monitor and review regular updates on business continuity;
xiv. Formulation of a Fraud monitoring policy and framework for
approval by the Board;
xv. Monitor implementation of Anti-fraud policy for effective
deterrence, prevention detection and mitigation of frauds;
xvi. Review compliance with the guidelines on Insurance Fraud
Monitoring Framework dated January 21, 2013, issued by the Authority;
xvii. Review the appointment, removal and terms of remuneration of the
Chief Risk Officer;
xviii. Carry out any other function, if any, as prescribed in the terms
of reference of the BRMC and any other terms of reference as may be decided by the Board
and/or specified/ provided under the Companies Act, 2013 or the Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as
amended, or by any other regulatory authority.
b. Asset liability management (ALM)
i. Formulating and implementing optimal ALM strategies, both at the
product level an enterprise level and meeting risk v/s reward objectives and ensuring they
remain within acceptable monitored tolerances for liquidity, solvency and the risk profile
of the entity;
ii. Reviewing the Company's overall risk appetite and laying down the
risk tolerance limits including annual review of strategic asset allocation;
iii. Monitor risk exposures at periodic intervals and revising
strategies as appropriate including those for ALM;
iv. Placing information pertaining to ALM before the Board at periodic
intervals;
v. Setting the risk/reward objectives i.e. risk appetite of the Company
informed by assessment of policyholder expectations and other relevant factors;
vi. Quantifying the level of risk exposures (e.g. market, credit and
liquidity) and assessing the expected rewards and costs associated with the risk exposure;
vii. Ensuring that management and valuation of all assets and
liabilities comply with the standards,
prevailing legislation and internal and external reporting
requirements;
viii. Reviewing key methodologies and assumptions including actuarial
assumptions, used to value assets and liabilities;
ix. Managing capital requirements at the company level using the
regulatory solvency requirements;
x. Reviewing, approving and monitoring capital plans and related
decisions over capital transactions;
xi. To carry out any other function, if any, as prescribed in the terms
of reference of the Risk Management Committee and any other terms of reference as may be
decided by the Board and/or specified/provided under the Companies Act, 2013 or the
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015, as amended, or by any other regulatory authority.
Composition
There were four meetings of the Board Risk Management Committee held
during FY2024: The meetings were held on April 18, 2023, July 15, 2023, October 14, 2023
and January 16, 2024. The details of the composition of the Committee and attendance at
its meetings are set out in the following table:
Name of the member |
Number of meetings attended/ held |
Mr. M. S. Ramachandran - Chairman |
4/4 |
Mr. R. K. Nair |
4/4 |
Mr. Anup Bagchi1 |
1/1 |
Mr. Anuj Bhargava2 |
2/3 |
Mr. Benjamin Bulmer 3 |
1/2 |
Mr. Solmaz Altin4 |
1/2 |
1 Ceased to be a member w.e.f. May 17, 2023 2Appointed
as a member w.e.f. May 17, 2023 3Ceased to be a member w.e.f. August 22, 2023 4Appointed
as a member w.e.f. August 22, 2023 Note: Mr. Deepak Kinger, Chief Risk & Compliance
Officer of the Company attended all the four meetings of the Board Risk Management
Committee.
C. Board Investment Committee
The Investment Committee assists the Board in fulfilling its oversight
responsibility for the investment assets of the Company. The Committee is responsible for
formulating the overall investment policy and establishing a framework for its investment
operations with adequate controls. The Committee also monitors investment performance
against the applicable benchmarks and provide guidance for protection of shareholders' and
policyholders' funds.
Terms of reference:
i. Responsible for the recommendation of the Investment Policy and
laying down of the operational framework for the investment operations of the Company. The
Investment Policy and operational framework should, inter alia, focus on a prudential
asset liability management supported by robust internal control systems; and encompass
aspects concerning liquidity for smooth operations, compliance with prudential regulatory
norms on investments, risk management/mitigation strategies to ensure commensurate yield
on investments in line with policyholders' reasonable expectations and above all
protection of policyholders' funds.
ii. Put in place an effective reporting system to ensure compliance
with the Investment Policy set out by it apart from internal/concurrent audit mechanisms
for a sustained and on- going monitoring of investment operations.
iii. To submit a report to the Board on the performance of investments
at least on a quarterly basis and provide an analysis of its investment portfolio
(including with regard to the portfolio's safety and soundness) and on the future outlook.
iv. The Committee should independently review its investment decisions
and ensure that support by the internal due diligence process is an input in making
appropriate investment decisions.
v. To carry out any other function, if any, as prescribed in the terms
of reference of the Board Investment Committee and any other terms of reference as may be
decided by the Board and/ or specified/provided under the CA2013 or by any other
regulatory authority.
Composition
There were five meetings of the Board Investment Committee held during
FY2024: The meetings were held on April 18, 2023, July 15, 2023, October 14, 2023,
December 5, 2023, and January 16, 2024. The details of the composition of the Committee
and attendance at its meetings are set out in the following table:
Name of the member |
Number of meetings attended/ held |
Mr. M. S. Ramachandran - Chairman |
5/5 |
Mr. R. K. Nair |
5/5 |
Mr. Sandeep Batra |
5/5 |
Mr. Benjamin Bulmer 1 |
1/2 |
Mr. Solmaz Altin2 |
1/3 |
Mr. N. S. Kannan3 |
1/1 |
Name of the member |
Number of meetings attended/ held |
Mr. Anup Bagchi4 |
4/4 |
*Mr. Satyan Jambunathan5 |
1/1 |
*Mr. Dhiren Salian6 |
4/4 |
*Mr. Manish Kumar |
5/5 |
*Mr. Deepak Kinger |
5/5 |
*Mr. Souvik Jash |
4/5 |
1Ceased to be a member w.e.f. August 22, 2023 2Appointed
as a member w.e.f. August 22, 2023 3Ceased to be a member w.e.f. June 19, 2023 4Appointed
as a member w.e.f. June 19, 2023 5Ceased to be Member w.e.f. May 18, 2023 6Appointed
as Member w.e.f. May 18, 2023.
*As per IRDAI Corporate Governance guidelines 2016 and the IRDAI
Investment Regulations, 2016, the Board Investment Committee shall also have Chief
Financial Officer, Chief Risk Officer, Chief Investment Officer and Appointed Actuary as
members.
D. Board Customer Service & Policyholders' Protection
Committee (now renamed as Board Policyholder Protection, Grievance Redressal and Claims
Monitoring Committee)
The Committee assists the Board to protect the interests of the
policyholders and improve their experiences in dealing with the Company at all stages and
levels of their relationship with the Company. In this connection, the Committee aims to
upgrade and monitor policies and procedures for grievance redressal and resolution of
disputes, disclosure of "material information" to the policy holders, and
compliance with the regulatory requirements.
Terms of reference:
i. Putting in place proper procedures and effective mechanism to
address complaints and grievances of policyholders including mis- selling by
intermediaries;
ii. Ensure compliance with the statutory requirements as laid down in
the regulatory framework pertaining to policyholders' protection;
iii. Review of the mechanism at periodic intervals;
iv. Ensure adequacy of disclosure of "material information"
to the policyholders. These disclosures shall, for the present, comply with the
requirements laid down by the Authority both at the point of sale and at periodic
intervals;
v. Review the status of complaints of the policyholders, and take steps
to reduce these complaints, at periodic intervals;
vi. Provide the details of grievances at periodic intervals in such
formats as may be prescribed by the Authority;
vii. Provide details of insurance ombudsmen to the policyholders;
viii. Shape the customer service philosophy and policies of the
organisation based on the overall environment in the financial services industry;
ix. Oversee the functions of the customer service council;
x. Review measures for enhancing the quality of customer service;
xi. Provide guidance to improve in the overall satisfaction level of
customers;
xii. Adopt standard operating procedures to treat the customer fairly
including time-frames for policy and claims servicing parameters and monitoring
implementation thereof;
xiii. Put in place a framework for review of awards given by Insurance
Ombudsman/Consumer Forums. Analyse the root cause of customer complaints, identify market
conduct issues and advise the management appropriately about rectifying systemic issues,
if any;
xiv. Review all the awards given by Insurance Ombudsman/Consumer Forums
remaining unimplemented for more than three (3) months with reasons therefor and report
the same to the Board for initiating remedial action, where necessary;
xv. Review of claims report, including status of outstanding claims
with ageing of outstanding claims;
xvi. Reviewing repudiated claims with analysis of reasons;
xvii. Status of settlement of other customer benefit payouts like
surrenders, loan, and partial withdrawal requests etc; and
xviii. Review of unclaimed amounts of policyholders, as required under
the circulars and guidelines issued by the Authority.
The Grievance Redressal Committee (GRC) is chaired by Mr. Rajagopalan
Venkatarama, an eminent independent member.The other members of the Committee comprise of
Ms. Poonam Bharadwaj, an independent member and three other internal members. As part of
the grievance redressal mechanism, the GRC is constituted as the final authority to
address the policyholders' grievances before approaching the Regulator and the Ombudsman
office. A summary of the key discussions of the GRC meeting are placed at the Board
Policyholder Protection, Grievance Redressal and Claims Monitoring Committee for
information.
The GRC meets on a quarterly basis with the following terms of
reference:
a. Evaluate feedback on quality of customer service and claims
experience.
b. Review and approve representations received on claims repudiations
and complaints.
c. Ensure that the Company follows all prescribed regulatory
requirements on policyholder service.
d. Submit report on its performance to the Board Policyholder
Protection, Grievance Redressal and Claims Monitoring Committee on a quarterly basis.
Composition
There were four meetings of the Board Customer Service &
Policyholders' Protection Committee held during FY2024: Meetings were held on April 15,
2023, July 17, 2023, October 14, 2023 and January 15, 2024. The details of the composition
of the Committee and attendance at its meetings are set out in the following table:
Name of the member |
Number of meetings attended/held |
Ms. Vibha Paul Rishi - |
4/4 |
Chairperson |
|
Mr. Dilip Karnik |
4/4 |
Mr. Dileep Choksi |
4/4 |
Mr. Anup Bagchi1 |
1/1 |
Mr. Anuj Bhargava2 |
2/3 |
Mr. Benjamin Bulmer 3 |
1/2 |
Mr. Solmaz Altin4 |
2/2 |
1 Ceased to be a member w.e.f. May 17, 2023 2Appointed
as a member w.e.f. May 17, 2023 3 Ceased to be a member w.e.f. August 22, 2023 4Appointed
as a member w.e.f. August 22, 2023
Note: Mr. Rajagopalan Venkatarama, independent customer representative
attended the Committee meeting held on July 17, 2023, October 14, 2023, and January 15,
2024 as an invitee.
E. Board Nomination and Remuneration Committee
The Board Nomination and Remuneration Committee assists the Board to
formulate policies relating to the composition and remuneration of the Directors, key
managerial personnel, other employees consistent with criteria approved by the Board. The
Committee coordinates and oversee the self-evaluation of the performance of the Board and
succession planning for senior management. The Committee ensures that the Board comprises
of competent and qualified Directors.
Terms of reference:
i. To formulate the criteria for determining qualifications, positive
attributes and independence of a director and recommend to the Board a policy, relating to
the remuneration for the directors, key managerial personnel and other employees;
ii. To consider and approve employee stock option schemes and to
administer and supervise the same;
iii. To devise a policy on diversity of the Board;
iv. To identify persons who are qualified to become directors and who
may be appointed in senior management in accordance with the criteria laid down, recommend
to the Board their appointment and removal and formulate a criteria and specify the manner
for effective evaluation of every individual director's performance, evaluation of the
performance of Board and its committees; and review its implementation and compliance;
v. To recommend to the Board, all remuneration, in whatever form,
payable to senior management;
vi. To scrutinise the declarations of intending applicants before the
appointment/ re- appointment/ election of directors by the shareholders at the annual
general meeting; and to scrutinise the applications and details submitted by the aspirants
for appointment as the key managerial personnel;
vii. To consider whether to extend or continue the term of appointment
of the independent director, on the basis of the report of performance evaluation of
independent directors;
viii. To ensure that the level and composition of remuneration is
reasonable and sufficient to attract, retain and motivate directors of the quality
required to run the Company successfully;
ix. To ensure that relationship of remuneration to performance is clear
and meets appropriate performance benchmarks;
x. To approve the compensation program and to ensure that remuneration
to directors, key managerial personnel and senior management involves a balance between
fixed and incentive pay reflecting short and long term performance objectives appropriate
to the working of the Company and its goals;
xi. To ensure that the proposed appointments/ re-appointments of key
managerial personnel or directors are in conformity with the Board approved policy on
retirement/ superannuation; and
xii. To carry out any other function, if any, as prescribed in the
terms of reference of the Board Nomination and Remuneration Committee and any other terms
of reference as may be decided by the Board and/or specified/ provided under the Companies
Act, 2013 or the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015, as amended, or by any other regulatory
authority.
Composition
There were nine meetings of the Board Nomination
and Remuneration Committee held during FY2024:
April 20, 2023, May 17, 2023, June 7, 2023, June 10,
2023, July 15, 2023, October 14, 2023, January 16,
2024, March 7, 2024 and March 15, 2024. The details of the composition
of the Committee and attendance at its meetings are set out in the following table:
Name of the member |
Number of meetings attended/ held |
Mr. Dilip Karnik - Chairman |
9/9 |
Mr. M. S. Ramachandran |
9/9 |
Mr. Dileep Choksi |
9/9 |
Ms. Vibha Paul Rishi |
9/9 |
Mr. Sandeep Batra |
9/9 |
Mr. Benjamin Bulmer 1 |
4/5 |
Mr. Solmaz Altin2 |
3/4 |
1 Ceased to be a member w.e.f. August 22, 2023
2 Appointed as a member w.e.f. August 22, 2023
F. Board Sustainability and Corporate Social Responsibility Committee
The purpose of the Committee is to formulate and recommend to the Board
the CSR policy of the Company, formulate the annual CSR plan, and monitor the CSR
activities and compliance with the CSR policy from time to time. Corporate Social
Responsibility Policy of the Company as per section 135 of the CA2013 is put up on the
Company's website. Further, the Committee oversees and monitors the matters related to
Sustainability including Environment, Social and Governance (ESG) and Business
Responsibility and Sustainability initiatives undertaken by the Company.
Terms of reference:
i. To formulate and recommend to the Board, a Corporate Social
Responsibility Policy which shall indicate the activities to be undertaken by the Company;
ii. To recommend the amount of expenditure to be incurred on the
Corporate Social Responsibility activities;
iii. To monitor the Corporate Social Responsibility Policy of the
Company from time to time;
iv. To oversee and monitor Sustainability activities including ESG
initiatives undertaken by the Company, related key disclosures, review its performance
thereon and advice on related matters; and
v. To review and monitor matters related to Sustainability such as the
ESG Report, Business Responsibility and Sustainability Report.
Composition
There were two meetings of the Board Sustainability and Corporate
Social Responsibility Committee held during FY2024: Meeting were held on April 15, 2023,
and October 13, 2023. The details of the composition of the Committee
and attendance at its meetings are set out in the following table:
Name of the member |
Number of meetings attended/ held |
Mr. Dilip Karnik - Chairman |
2/2 |
Mr. Dileep Choksi |
2/2 |
Mr. Benjamin Bulmer 1 |
1/1 |
Mr. Solmaz Altin2 |
0/1 |
1 Ceased to be a member w.e.f. August 22, 2023
2 Appointed as a member w.e.f. August 22, 2023
G. Stakeholders Relationship Committee
Terms of reference:
i. Consider and review redressal and resolutions of the grievances and
complaints of the security holders of the company, including those of shareholders,
debenture holders and other security holders related to transfer/ transmission of shares,
non-receipt of annual report, non-receipt of declared dividends, issue of new/duplicate
certificates, general meetings;
ii. Approval and rejection of transfer and transmission of shares or
securities, including preference shares, bonds, debentures and securities;
iii. Approval and rejection of requests for split and consolidation of
share certificates;
iv. Approval and rejection of issue of duplicate share, issued from
time to time;
v. Redemption of securities and the listing of securities on stock
exchanges;
vi. Allotment of shares and securities;
vii. Review of measures taken for effective exercise of voting rights
by shareholders;
viii. Review of adherence to the service standards adopted by the
Company in respect of various services being rendered by the Registrar & Share
Transfer Agent;
ix. Review of various measures and initiatives taken by the Company for
reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend
warrants/annual reports/statutory notices by the shareholders of the company; and
x. Any other activities which are incidental or ancillary to the
various aspects of interests of shareholders, debenture holders and/or other security
holders.
Composition
There were four meetings of the Stakeholders Relationship Committee
held during FY2024: April 15, 2023, July 15, 2023, October 13, 2023, and January 15, 2024.
The details of the composition of the Committee and attendance at its meetings are set out
in the following table:
Name of the member |
Number of meetings attended/ held |
Mr. Dileep Choksi - |
4/4 |
Chairman Mr. R. K. Nair |
4/4 |
Mr. N. S. Kannan1 |
1/1 |
Mr. Anup Bagchi2 |
3/3 |
1 Ceased to be a member w.e.f. June 19, 2023
2 Appointed as a member w.e.f. June 19, 2023
Ms. Sonali Chandak, Company Secretary is designated as the Compliance
Officer of the Company in accordance with the requirements of Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The
total number of complaints from shareholders in FY2024 were 13, majority being related to
non- receipt of dividend warrant. All these complaints have been addressed within the
prescribed timeline. At March 31, 2024, no complaints were pending for resolution.
With Profits Committee Terms of reference:
i. Maintaining the asset shares;
ii. Providing approval for the detailed working of the asset share, the
expense allowed for in the asset share, the investment income earned on the fund, and
other associated elements which were represented in the asset share determined by the
Appointed Actuary; and
iii. To submit a report to the Board covering at least;
1. appropriateness of the methodology and basis used in calculation of
asset shares and justification for any change,
2. bonus earning capacity including its calculation,
3. sensitivity analysis of bonus rates and basis as appropriate,
4. a brief note on how policyholders' reasonable expectations (PRE) is
met,
5. any change in special surrender value with justification,
6. treatment of With Profit fund for future appropriation, and
7. the expenses debited to the With Profit fund and its
appropriateness.
Composition
There was one meeting of the With Profits Committee held during FY2024:
Meeting was held on April 17, 2023. The details of the composition of the Committee and
attendance at its Meeting are set out in the following table:
Name of the member |
Number of meetings attended/ held |
Mr. R. K. Nair - Chairman |
1/1 |
Mr. Sandeep Batra |
1/1 |
Mr. Benjamin Bulmer1 |
1/1 |
Mr. Solmaz Altin2 |
0/0 |
Mr. N. S. Kannan3 Mr. Anup Bagchi4 |
1/1
0/0 |
Mr. Heerak Basu* |
1/1 |
Mr. Satyan Jambunathan* 5 |
1/1 |
Mr. Dhiren Salian*, 6 |
0/0 |
Mr. Souvik Jash* |
1/1 |
*As per IRDAI (Non-linked Insurance Products) Regulations 2019, With
Profits Committee shall also have the Chief Financial Officer, the Appointed Actuary and
an Independent Actuary, as members.
1Ceased to be a member w.e.f. August 22, 2023 2Appointed
as a member w.e.f. August 22, 2023 3Ceased to be a member w.e.f. June 19, 2023 4
Appointed as a member w.e.f. June 19, 2023 5Ceased to be Member w.e.f. May 18,
2023
6Appointed as Member w.e.f. May 18, 2023. However, attended the
meeting in his capacity as a Deputy Financial Officer
I. Strategy Committee
The Board of Directors at its Meeting held on January 19, 2018 had
constituted a Strategy Committee to consider and evaluate any combination, arrangement,
transfer of assets, acquisition, divestiture and any other strategic initiative and
recommend such proposals to the Board of Directors.
Terms of reference
i. To evaluate transaction(s) of transfer of assets, combination,
arrangement, acquisition, divestitures and any other strategic initiatives proposed to be
undertaken by the Company (through the processes entailing technical/price bids, due
diligence process, etc.) and submit the proposal to the Board for its consideration.
ii. To take all necessary actions in connection with such specific
transactions.
Composition
There was no Strategy Committee Meeting held during FY2024. The
following is the current composition of the Committee:
Name of the member |
Mr. M. S. Ramachandran - Chairman |
Mr. Anuj Bhargava |
Mr. Solmaz Altin |
Mr. Anup Bagchi |
J. Information Technology Strategy Committee
Given the increased emphasis surrounding the rapidly evolving digital
landscape including enhanced cyber risk, the Board Information Technology Strategy
Committee was constituted, effective from December 19, 2023, to provide oversight in the
strategic aspects for leveraging technology for the Company's business.
Terms of reference
i. To review IRDAI directives in the areas of information technology
and cyber security for necessary implementation;
ii. To approve Information Technology (IT) Strategy and Policy
documents;
iii. To review IT risks;
iv. To review cyber risk;
v. To oversee performance of critical IT systems;
vi. To review key IT initiatives and its alignment with Business
strategy;
vii. To oversee IT investments for sustaining the Company's growth and
ascertaining the availability of resources for managing IT risks; and
viii. To review Technology from a future readiness perspective.
Composition
There was one meeting of the Board Information Technology Strategy
Committee held during FY2024: Meeting was held on January 11, 2024. The details of the
composition of the Committee and attendance at its Meeting are set out in the following
table:
Name of the member |
Number of meetings attended/ held |
Mr. M. S. Ramachandran - |
1/1 |
Chairman |
|
Ms. Vibha Paul Rishi |
1/1 |
Mr. Sandeep Batra |
1/1 |
Mr. Solmaz Altin |
1/1 |
Mr. Anup Bagchi |
1/1 |
Familiarisation programme for Independent Directors
Independent Directors are familiarised with their roles, rights and
responsibilities in the Company as well as with the nature of the industry and the
business model of the Company through induction programmes at the time of their
appointment as Directors and through presentations on economy and industry overview,
business overview, key regulatory developments, governance, strategy, investment, human
resource and operating performance which are made to the Directors from time to time. The
details of the familiarisation programmes have been hosted on the website of the Company
and can be accessed on the link:
https:// www.iciciprulife.com/about-us/company-overview/
familiarization.html .
Changes in the composition of the Board of Directors and other key
managerial personnel (KMP) as per CA2013 during the year ended March 31, 2024
Name of Director/KMP |
Appointment/ Resignation retirement/ superannuation/
Cessation of tenure/Withdrawal of nomination |
With effect from |
Mr. Anuj Bhargava |
Appointment as non- executive Director |
May 1, 2023 |
Mr. Satyan Jambunathan |
Retirement as Chief Financial Officer |
May 18, 2023 |
Mr. Dhiren Salian |
Appointment as Chief Financial Officer |
May 18, 2023 |
Mr. N. S. Kannan |
Superannuation* |
June 19, 2023 |
Mr. Anup Bagchi |
Appointment* |
June 19, 2023 |
Mr. Benjamin Bulmer |
Resignation as non- executive Director |
August 22, 2023 |
Mr. Solmaz Altin |
Appointment as non- executive Director |
August 22, 2023 |
Mr. Naved Masood |
Appointment as non- executive Independent Director |
March 7, 2024 |
* Mr. N. S. Kannan superannuated from the services of the Company on
the completion of tenure of his appointment as Managing Director & Chief Executive
Officer effective from June 19, 2023. Mr. Anup Bagchi was appointed as the Managing
Director & CEO of the Company effective from June 19, 2023. Prior to this, he was a
non-executive Director representing ICICI Bank Limited up to April 30, 2023 and an
Executive Director & Chief Operating Officer of the Company effective from May 1,
2023.
Particulars of Senior Management Personnel (SMP) as per CA2013, Listing
Regulations and IRDAI CG Guidelines and changes during the year ended March 31, 2024
Changes in the SMP during the year ended March 31 2024
Name of Director/KMP |
Appointment/ Resignation/ Cessation of
tenure/Retirement/ Superannuation/ Withdrawal of nomination |
With effect from |
Mr. Satyan |
Retirement as Chief |
May 18, 2023 |
Jambunathan |
Financial Officer |
|
Mr. Dhiren Salian |
Appointment as Chief Financial Officer |
May 18, 2023 |
List of SMP as on the date of this Report:
Sr. No. |
Name of SMP |
Designation |
1 |
Mr. Judhajit Das |
Chief Human Resources |
2 |
Mr. Amit Palta |
Chief Distribution Officer |
3 |
Mr. Manish Kumar |
Chief Investments Officer |
4 |
Mr. Deepak Kinger |
Chief Risk & Compliance Officer |
5 |
Mr. Souvik Jash |
Appointed Actuary |
6 |
Mr. Dhiren Salian |
Chief Financial Officer |
7 |
Ms. Sonali Chandak1 |
Company Secretary |
8 |
Ms. Priya Nair2 |
Company Secretary |
9 |
Mr. Ganessan Soundiram3 |
Chief Technology Officer |
10 |
Mr. Rajiv Adhikari3 |
Head - Corporate Communications |
1 Shall cease to be the Company Secretary and SMP with effect
from May 21, 2024
2Appointed as the Company Secretary and SMP with effect from May
21, 2024
3 Designated as SMP with effect from May 1, 2024
Separate meeting of independent Directors
During FY2024, a separate meeting of the
Independent Directors was held on April 20, 2023. Retirement by
rotation
In accordance with Section 149, Section 152 of the CA2013 and the
Articles of Association of the Company, Mr. Sandeep Batra (DIN: 03620913) would retire by
rotation at the ensuing AGM. Mr. Sandeep Batra, being eligible has offered himself for
re-appointment.
Criteria for appointment of a Director and official(s) who may be
appointed as key managerial person/ personnel or as senior managerial personnel
The Company with the approval of its Board Nomination &
Remuneration Committee (Committee) has put in place a policy on criteria for appointment
of Directors and those in senior management positions that is who may be appointed as key
managerial person/personnel (KMP) or as senior managerial personnel (SMP). The policy has
been framed based on the broad principles as outlined hereinafter. The Committee evaluates
the composition of the Board and vacancies arising in the Board from time to time. The
Committee while recommending candidature of a Director considers the special knowledge or
expertise possessed by the candidate. The Committee assesses the fit and proper
credentials of the candidate and the companies/ entities with which the candidate is
associated either as a director or otherwise and as to whether such association is
permissible under IRDAI guidelines and the internal norms adopted by the Company. For the
above assessment, the Committee is guided by the guidelines issued by IRDAI in this
regard.
The Committee also evaluates the prospective candidate for the position
of a Director from the perspective of the criteria for independence.
For a Non-Executive Director to be classified as Independent he/she
must satisfy the criteria of independence as prescribed and sign a declaration of
independence. The Board reviews the same and determine the independence of a Director.
The Committee based on the above assessments makes suitable
recommendations on the appointment of Directors to the Board. The same has also been
hosted on the website of the Company and can be accessed on the link:
https://www.iciciprulife. com/about-us/corporate-policies.html .
Remuneration Remuneration policy
The Company has in place a policy on Compensation & Benefits
("Compensation Policy") for Managing Director & CEO, other wholetime
Directors, non- executive Directors, Key Management Person (KMP), Senior Management
Personnel (SMP) and other employees, in compliance with the requirements as prescribed
under the CA2013 and IRDAI. The Compensation Policy is divided into five parts. Part A
outlines the measures taken by the Company for effective governance of compensation, Part
B lays down the guidelines relating to compensation of the MD & CEO, other WTDs, KMPs
and SMPs, Part C deals with compensation of all other employees, Part D is for
non-executive Directors (including non- executive non-Independent Chairman/Chairperson)
and Part E for non-executive Independent Director as Chairman/Chairperson of the Company,
if any.
Further details with respect to the Compensation policy are provided
under the section titled "Compensation & Benefit policy", which has also
been hosted on the website of the Company and can be accessed on the link:
https://www.iciciprulife. com/about-us/corporate-policies.html .
Details of remuneration paid to whole-time Directors
The Board Nomination and Remuneration Committee (BNRC) determines and
recommends to the Board the remuneration, including performance bonus and non-cash
benefits and perquisites, payable to the wholetime Directors.
The followingtable sets out the details of remuneration (including
perquisites and retiral benefits) paid to the wholetime Director during FY2024:
|
Details of Remuneration (Rs) |
Particulars |
Mr. N. S. Kannan |
Mr. Anup Bagchi |
Basic |
6,195,254 |
27,458,750 |
Variable pay1 |
21,171,864 |
- |
Allowances2 and perquisites3 |
17,190,156 |
28,471,992 |
|
Details of Remuneration (?) |
Particulars |
Mr. N. S. Kannan |
Mr. Anup Bagchi |
Contribution to provident fund |
743,430 |
3,295,050 |
Contribution to gratuity fund4 |
516,065 |
2,287,314 |
Stock options of the Company (Numbers) |
|
|
Granted in FY2024 |
555,400 |
- |
Granted in FY2023 |
435,500 |
- |
Note: For the year ended March 31, 2024 the remuneration details
pertain to the amount paid/options granted during the period of service as per IRDAI
approval.
1 Variable pay is the actual amount paid during FY2024 pertaining
to performance of previous financial year and includes deferred variable pay for previous
financial years. It does not include the variable pay for performance of FY2024 or
previous financial years, that is payable in FY2025 or thereafter.
2 Allowances also include Superannuation.
3 Perquisites are evaluated as per Income-Tax rules wherever
applicable, and exclude perquisites on Provident Fund and perquisites on exercise of stock
options, if any. Stock options exercised during the year does not constitute remuneration
paid to the wholetime directors and accordingly is not considered here.
4 Provision towards gratuity is actuarially valued for the group
of all eligible employees on an overall basis, however, for the purpose of this section,
annual contribution towards gratuity fund of the Company as approved by BNRC/Board has
been given.
The retirement benefits comprising gratuity paid during FY2024 of Rs
477 lakhs includes the amount of Rs 388 lakhs earned by N. S. Kannan while rendering
service to ICICI Bank.
Details of remuneration paid to non-executive Directors
As provided in the Articles of Association of the Company, the fees
payable to the non-executive independent Directors for attending a Meeting of the Board or
Committee thereof is decided by the Board of Directors from time to time within the limits
prescribed by the CA2013.
For FY2024, the Company has paid Rs 100,000 as sitting fees for each
meeting of the Board, Rs 100,000 for each Board Audit Committee meeting and Rs 50,000 as
sitting fees for each Meeting of other Board Committee meetings attended. This amount is
within the limits prescribed as per Rule 4 of Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 of the CA2013.
The members of the Company at the Annual General Meeting (AGM) held on
July 17, 2019, have approved the payment of compensation in form of profit related
commission up to Rs 1 million per annum, in proportion to the time served by him/her as a
Director in a year, to each non-executive Director of the Company (other than the
non-executive directors representing ICICI Bank Limited and Prudential Corporation
Holdings Limited). The payments are subject to the regulatory provisions applicable to the
Company, if
any and availability of net profits at the end of each financial year.
Further, the members of the Company at the AGM held on July 28, 2023 have approved the
increase in remuneration in the form of profit related commission to Chairperson
designated in the category of non-executive, Independent Director of the Company from Rs
1 million per annum to Rs 2 million per annum effective from FY2024. Sitting
fees paid to independent Directors are outside the purview of the above limits. Further,
the Board at its meeting held on May 15, 2024 has approved the increase in payment of
remuneration in the form of profit related commission up to Rs 2 million per annum
in proportion to the time served as a Director in a year, to each non-executive
independent Director of the Company, effective from financial year ending March 31, 2025,
subject to approval of the members of the Company at the ensuing AGM.
Further, Mr. M. S. Ramachandran, non-executive Independent Director,
Chairman of the Company, was also provided an office, including its maintenance, at the
Company's expense, for attending to his duties as the Chairman of the Company pursuant to
the resolution passed by the members of the Company on October 30, 2020, through postal
ballot.
The details of the sitting fees and commission are as below:
Sitting fees paid to independent Directors for the financial year ended
March 31, 2024:
Name of the Director |
Amount (in ') |
Mr. M. S. Ramachandran, |
1.65 million |
Chairman |
|
Mr. Dilip Karnik |
2.65 million |
Mr. R. K. Nair |
2.60 million |
Mr. Dileep Choksi |
2.85 million |
Ms. Vibha Paul Rishi |
2.40 million |
Mr. Naved Masood |
0.1 million |
Commission to be paid to independent Directors for the financial year
ended March 31, 2024:
Name of the Director |
Amount (in ') |
Mr. M. S. Ramachandran, Chairman |
2 million |
Mr. Dilip Karnik |
1 million |
Mr. R. K. Nair |
1 million |
Mr. Dileep Choksi |
1 million |
Ms. Vibha Paul Rishi |
1 million |
Mr. Naved Masood |
0.07 million |
Remuneration disclosures pursuant to IRDAI guidelines
Pursuant to IRDAI guidelines on remuneration of non-executive Directors
and Managing Director/ Chief Executive Officer/wholetime Directors of Insurers (IRDAI
Guidelines) issued vide reference no. IRDA/F&A/GDL/MISC/141/6/2023 dated June 30,
2023, requires the Company to make the following disclosures on remuneration in the Annual
Report:
Compensation policy and practices
1. Qualitative disclosures
A) Information relating to the bodies that oversee remuneration.
Name, composition and mandate of the main body overseeing remuneration:
The Board Nomination and Remuneration Committee (BNRC/Committee) is the
body which oversees aspects pertaining to remuneration. The functions of the Committee
include identifying persons who are qualified to become Directors and who may be appointed
in senior management in accordance with the criteria laid down and recommending to the
Board their appointment & removal and formulating a criteria and specifying the manner
for effective evaluation of every individual director's performance, evaluation of the
performance of the Board and its Committees, and reviewing its implementation and
compliance; considering to extend or continue the term of appointment of the Independent
Directors, on the basis of the report of performance evaluation of Independent Directors;
recommending to the Board a policy relating to the remuneration for the Directors, key
management persons and other employees; recommending to the Board all remuneration, in
whatever form, payable to senior management; ensuring that the level and composition of
remuneration is reasonable and sufficient to attract, retain and motivate Directors of the
quality required to run the Company successfully; ensuring that the relationship of
remuneration to performance is clear and meets appropriate performance benchmarks;
approving the compensation program and ensuring that remuneration to Directors, key
management persons and senior management involves a balance between fixed and incentive
pay reflecting short and long-term performance objectives appropriate to the working of
the Company and its goals; formulating the criteria for determining qualifications,
positive attributes and independence of a Director; devising a policy on diversity of the
Board; considering and approving employee stock option schemes and administering &
supervising the same; ensuring that the proposed appointments/re- appointments of key
management persons or Directors are in conformity with the Board approved policy on
retirement/superannuation; scrutinising the declarations of intending applicants before
the appointment/re- appointment/election of Directors by the shareholders at the annual
general meeting; and scrutinising the applications and details submitted by the aspirants
for appointment as the key management person.
External consultants whose advice has been sought, the body by which
they were commissioned and in what areas of the remuneration process:
The Company employed the services of reputed consulting firms for
market benchmarking in the area of compensation.
Scope of the Company's remuneration policy (e.g. by regions,
business lines), including the extent to which it is applicable to foreign subsidiaries
and branches:
The Company's Policy on Compensation & Benefits ("Compensation
Policy") for Managing Director & CEO, Other wholetime Directors, non-executive
Directors, Key Management Person (KMP), Senior Management Personnel (SMP) and other
employees was last amended and approved by the BNRC and the Board at its Meeting held on
October 14, 2023 and October 17, 2023 respectively.
Type of employees covered and number of such employees:
All employees of the Company are governed by the Compensation Policy.
The total number of permanent employees governed by the Compensation Policy of the Company
at March 31, 2024 was 18,844.
B) Information relating to the design and structure of remuneration
process.
Key features and objectives of remuneration policy:
The Company has historically followed prudent compensation practices
under the guidance of the Board and the BNRC. The Company's approach to compensation is
based on the ethos of meritocracy and fairness within the framework of prudent risk
management. This approach has been incorporated in the Compensation Policy, the key
elements of which are given below:
Effective governance of compensation:
The Company follows prudent compensation practices under the guidance
of the BNRC and the Board. The BNRC has the oversight for framing, review and
implementation of the Company's Compensation Policy on behalf of the Board, and shall work
in close coordination with the Board Risk Management Committee for an integrated approach
to the formulation of the Compensation Policy where required.
The decision relating to the remuneration of the Managing Director and
CEO (MD & CEO), other wholetime Directors and KMPs/SMPs is reviewed and approved by
the BNRC and the Board. The BNRC and the Board approves the Key Performance Indicators
(KPIs) and the performance threshold for payment of performance bonus, if applicable. The
BNRC assesses business performance against the KPIs and on various risk parameters as
prescribed by IRDAI. Based on its assessment, it makes recommendations to the Board
regarding compensation for MD & CEO and other wholetime Directors, performance bonus
and long-term pay for all eligible employees, including senior management and key
management persons.
Alignment of compensation philosophy with prudent risk taking:
The Company seeks to achieve a prudent mix of fixed and variable pay,
with a higher proportion of variable pay at senior levels. For the MD & CEO and other
wholetime Directors and KMPs/SMPs, compensation is sought to be aligned to both pre-
defined performance objectives of the Company as well as prudent risk parameters. In
addition, the Company has an Employees Stock Option Scheme and an Employee Stock Unit
Scheme aimed at enabling employees to participate in the long- term growth and financial
success of the Company through stock option grants/stock unit grants that vest over a
period of time.
Whether the Remuneration Committee reviewed the firm's
remuneration policy during the past year, and if so, an overview of any changes that were
made:
The BNRC reviewed the Company's Compensation Policy at its meetings
held on April 20, 2023, July 15, 2023 and October 14, 2023 respectively.
Insurance Regulatory and Development Authority of India (IRDAI)
had released Guidelines on Remuneration of Directors and Key Management Persons of
Insurers' (Compensation Guidelines') on June 30, 2023, with the objective of
promoting the alignment of remuneration policies with the long-term interest of insurers
to avoid excessive risk taking, thereby promoting sound overall governance of insurers and
fair treatment of customers. These guidelines are applicable for remuneration payable to
whole-time Directors (WTDs), Key Management Persons (KMPs) and Senior Management Persons
(SMPs) of private insurers from Financial Year 2023-24.
A comprehensive evaluation was undertaken of the Compensation
Policy for compliance, consistency, and structure, and accordingly a new policy was
proposed to the Committee, in line with the Compensation Guidelines. The key changes
involved including a detailed section on effective governance of compensation, changes to
the definition of variable pay for WTDs/ KMPs/SMPs to include performance bonus and/ or
share-linked instruments, such as employee stock options or employees' stock units,
changes to the composition, mix and deferral of variable pay for WTDs/KMPs/SMPs, alignment
of compensation to defined parameters & weightages to align compensation with the
long-term interest of the Company for WTDs/ KMPs/SMPs, malus and claw-back provisions for
employees at levels where long-term pay is granted (including for deterioration of
financial performance of the Company for WTDs/KMPs/ SMPs), age & tenure restrictions
for the MD & CEO, other WTDs and non-executive Directors, specific guidelines for
compensation of staff in control functions, and enhanced disclosure & accounting
requirements.
The revised compensation policy was approved by the BNRC and the Board
at its meetings held on July 15, 2023 and July 18, 2023 respectively.
The policy was further amended by the BNRC and the Board in October
2023 to specify a cap on the age and continuous tenure of the MD & CEO, WTDs and
KMPs/SMPs.
Description of the ways in which current and future risks are taken
into account in the remuneration processes.
The Company follows prudent compensation practices under the
guidance of the Board and the Board Nominations & Remuneration Committee (BNRC). The
Company's approach to compensation is based on the ethos of meritocracy and fairness
within the framework of prudent risk management. The performance rating assigned to
employees is based on an assessment of performance delivered against a set of defined
performance objectives. These objectives are balanced in nature and comprise a holistic
mix of financial, customer, people, process, quality, compliance objectives and/or any
other parameters as may be deemed fit.
For the MD & CEO, other wholetime Directors and KMPs/SMPs,
compensation is sought to be aligned to both pre-defined performance objectives of the
Company as well as prudent risk parameters.
For the MD & CEO, other wholetime Directors and KMPs/SMPs,
the quantum of bonus does not exceed a certain percentage (as stipulated in the
Compensation Policy) of total fixed pay in a year; a minimum of 50% (as stipulated in the
Compensation Policy) will be under deferment.
If the bonus amount is under Rs 25 lacs, the deferment shall not
be applicable. The deferral period would be spread over a minimum period of three years
(deferment period). The frequency of vesting will be on annual basis and the first vesting
shall not be before one year from the commencement of deferral period. The vesting shall
be no faster than a prorata basis. Additionally, vesting will not be more frequent than on
a yearly basis.
The deferred part of the variable pay (performance bonus and
long term pay in the form of stock options/stock units) for wholetime Directors and
KMPs/SMPs is subject to malus, under which, the Company will prevent vesting of all or
part of the variable pay in the event of an enquiry determining gross negligence or
integrity breach.
In malus clawback arrangements with wholetime Directors and
KMPs/SMPs, the employee agrees to return, in case asked for, the previously paid variable
pay to the Company in the events as stated in the Compensation Policy including gross
negligence, misconduct, integrity breach, deterioration in financial performance.
Errors of judgment shall not be construed to be breaches.
Description of the ways in which the Company seeks to link performance
during a performance measurement period with levels of remuneration.
The Company's approach to compensation is based on the ethos of
meritocracy and fairness within the framework of prudent risk management. The extent of
variable pay for individual employees is linked to individual performance for sales
frontline employees and to individual & organisation performance for non-sales
frontline employees & employees in the management cadre. For the latter, the
performance rating assigned is based on assessment of performance delivered against a set
of defined performance objectives. These objectives are balanced in nature, and comprise a
holistic mix of financial, customer, people, process, quality and compliance objectives
and/or any other parameters as may be deemed fit. For the MD & CEO, other wholetime
Directors and KMPs/SMPs to ensure effective alignment of compensation with prudent risk
parameters, the Company takes into account various risk parameters along with other
pre-defined performance objectives of the Company.
2. Quantitative Disclosures
The following table sets forth, for the period indicated, the details
of quantitative disclosure for remuneration of the Managing Director & CEO:
At March 31, 2024 |
|
Number of WTD/ CEO/ MD having received a variable
remuneration award during the financial year |
1 |
Number and total amount of sign on awards made during the
financial year |
Nil |
Details of guaranteed bonus, if any, paid as joining/ sign on
bonus |
Nil |
Total amount of outstanding deferred remuneration split into
cash, shares, share linked instruments and other forms |
Given Below |
Total amount of deferred remuneration paid out in the
financial year |
Given Below |
Breakup of amount of remuneration awarded for the financial
year to show fixed and variable, deferred and non deferred |
Given Below |
Remuneration and other payments made during the Financial Year to
MD/CEO/WTD
|
|
Fixed pay |
Variable pay |
Total of fixed and
variable pay (c )
+(f ) |
Amount
debited
to
revenue
a/c |
Amount debited to profit and loss a/c |
Value
of
joining/ sign on bonus |
Retirement
benefits
like
gratuity/ pension etc. paid during the year |
Retirement
benefits
like
gratuity/ pension etc. paid during the year |
si Name of SI. the MD/ No
CEO/ WTD |
Designation |
Pay and allowances (a) |
Perquisites etc. (b) |
Total
(c )= |
Cash components (d) |
Non-cash components (e) |
Total (f )= (d) + (e) |
|
|
|
|
|
|
|
|
|
|
(a) +
(b) |
Paid |
Deferred |
Settled |
Deferred |
Paid/
Settled |
Deferred |
|
|
|
|
|
|
N. S. 1 Kannan1 |
MD and
CEO |
213 |
34 |
246 |
|
41 |
|
|
|
41 |
287 |
400 |
99 |
|
477 |
212 |
Anup |
MD and |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2 Bagchi2 |
CEO |
596 |
20 |
615 |
|
181 |
|
|
|
181 |
796 |
400 |
396 |
|
|
|
Total |
|
808 |
53 |
862 |
- |
222 |
- |
- |
- |
222 |
1,083 |
800 |
495 |
- |
477 |
212 |
Notes:
1. N. S. Kannan ceased to be Managing Director & CEO w.e.f. June
19, 2023.
2. Anup Bagchi was appointed as Executive Director and Chief Operating
Officer w.e.f. May 1, 2023 and as Managing Director & CEO w.e.f. June 19, 2023.
3. During the year, N. S. Kannan was granted 555,400 equity options as
deferred non-cash variable pay for the performance in FY2023 at the closing price on the
recognised stock exchange having higher trading volume, on the date immediately prior to
the date of meeting of the BNRC scheduled to consider granting the said options under the
Company's Employee Stock Option Scheme. The Company follows intrinsic value method and no
charge was recognised in the Revenue account and the Profit and Loss account, accordingly
Nil amount has been reported as remuneration against these grants.
4. Deferred variable pay amounting to Rs 212 lakhs of N. S. Kannan
pertaining to previous years paid in current year has been considered for the purpose of
calculating remuneration paid in excess of specified limit of Rs 400 lakhs.
5. The retirement benefits comprising gratuity paid during the FY2024
of Rs 477 lakhs includes the amount of Rs 388 lakhs earned by N. S. Kannan while rendering
service to ICICI Bank.
Details of Outstanding Deferred Remuneration of MD/CEO/WTD as at March
31, 2024
Sr. No |
Name of WTD/ MD/ CEO |
Designation |
Remuneration pertains to FY |
Nature of
remuneration
outstanding |
Amount outstanding (in Lakhs) |
1 |
N. S. Kannan |
MD/CEO |
FY2022 |
Performance Bonus |
97 |
|
|
|
FY2023 |
|
163 |
|
|
|
FY2024 |
|
41 |
2 |
Anup Bagchi |
MD/CEO |
FY2024 |
Performance Bonus |
181 |
Total |
|
|
|
|
482 |
Disclosures required with respect to Section 197(12) of the CA2013
The ratio of the remuneration of each Director to the median employee's
remuneration and such other details in terms of Section 197(12) of the CA2013 read with
Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014. For the purpose of this section, aspects of fixed remuneration which includes basic
salary, supplementary allowance and retirals (provident fund, gratuity and superannuation)
have been annualised.
(i) The ratio of the remuneration of each director to the median
remuneration of the employees, who are part of annual bonus plan (excluding frontline
sales), of the Company for the financial year:
Mr. N. S. Kannan, Managing Director & CEO |
68:1 |
Mr. Anup Bagchi, Managing Director & CEO |
71:1 |
(ii) The percentage increase in remuneration of each wholetime
Director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager,
if any, in the financial year:
The percentage increase in remuneration of wholetime Director i.e.
Managing Director & CEO, Chief Financial Officer, and Company Secretary ranged between
5% and 9%.
(iii) The percentage increase in the median remuneration of employees,
who are part of annual bonus plan (excluding frontline sales), in the financial year:
The percentage increase in the median remuneration of employees, who
are part of annual bonus plan, in the financial year was around 15.5%.
(iv) The number of permanent employees on the rolls of Company:
The number of employees as on March 31, 2024 is 18,844.
(v) Average percentile increase already made in the salaries of
employees other than the managerial personnel in the last financial year and its
comparison with the percentile increase in the managerial remuneration and justification
thereof and point out if there are any exceptional circumstances for increase in the
managerial remuneration:
The average percentage increase in the salaries of total employees
other than the key management persons for fiscal 2023 was around 14.7%, while the average
increase in the remuneration of the key management persons was in the range of 5% to 9%.
(vi) Affirmation that the remuneration is as per the remuneration
policy of the Company:
Yes
Employee Stock Option Scheme (ESOS)
The Company granted options to its employees under its Employees Stock
Option Scheme, prior to listing, further to the approval of its Employees Stock Option
Scheme - 2005. This pre-IPO Scheme shall be referred to as ESOS 2005' or
Scheme'. The Scheme had six tranches namely Founder, 2004-05, 2005-06, 2006-07,
Founder II and 2007-08, pursuant to which shares have been allotted and listed in
accordance with the in-principle approval extended by the stock exchanges. All six
tranches under the pre-IPO Scheme stand lapsed as on March 31, 2023. The Scheme was
instituted vide approval of its members at the Extra- Ordinary General Meeting (EGM) dated
March 28, 2005 and subsequently amended by the members of the Company vide its EGM dated
February 24, 2015.
The Scheme was ratified and amended by the members of the Company at
its Annual General Meeting held on July 17, 2017 which is in compliance with the SEBI
(Share Based Employee Benefits) Regulations, 2014 (referred to as the Revised
Scheme').
The meeting of Board Nomination and Remuneration Committee (BNRC) and
the Board held on April 24, 2019 had approved the amendment to the definition of
"Exercise Period". The revision to the definition was approved by the members of
the Company at its Annual General Meeting held on July 17, 2019.
Further, the meeting of Board Nomination and Remuneration Committee
(BNRC) and the Board held on April 17, 2021 and April 19, 2021 respectively had approved
the increase in the limit of the number of shares issued or issuable since March 31, 2016
pursuant to the exercise of any Options granted to the Eligible Employees issued pursuant
to the Scheme or any other stock option scheme of the Company, by 0.90% of the number of
shares issued as on March 31, 2016, i.e. from a limit of 2.64% of the number of shares
issued as on March 31, 2016 to 3.54%. The revision to the limit was approved by the
members of the Company at its Annual General Meeting held on June 25, 2021.
As per the Revised Scheme, the aggregate number of shares issued or
issuable since March 31, 2016 pursuant to the exercise of any Options granted to the
Eligible Employees issued pursuant to the Scheme or any other stock option scheme of the
Company, shall not exceed 3.54% of the number of shares issued at March 31, 2016. Further,
pursuant to the Revised Scheme the maximum number of Options that can be granted to any
Eligible Employee in a financial year shall not exceed 0.1% of the issued Shares of the
Company at the time of grant of Options. The Revised Scheme provides for a minimum period
of one year between the grant of Options and vesting of Options. The exercise price shall
be determined by the Board Nomination & Remuneration Committee in
concurrence with the Board of Directors of the Company on the date the
options are granted and shall be reflected in the award confirmation. Shares are
allotted/issued to all those who have exercised their Options, as granted by the
Board/BNRC of the Company in accordance with the criteria ascertained pursuant to the
Company's Compensation and Benefit policy.
Pursuant to the SEBI (Share Based Employee Benefits) Regulations, 2014,
the disclosures are available on the website of the Company at the following link https://www.iciciprulife.com/about-us/corporate-policies.html .
The salient features of tranches issued under the Revised Scheme are as
stated below:
Scheme |
Date of Grant |
Number Maximum term of options for
exercising the granted options granted |
Graded Vesting Period |
Mode of |
|
|
|
1st Year |
2nd Year |
3rd Year |
4 th Year settlement |
2017-18 |
July 25, 2017 |
656,300 Exercise period
would commence from the date of vesting and expire on completion of ten
years from the date of vesting of stock options |
30% of options granted |
30% of options granted |
40% of
options granted |
- |
2018-19 |
April 24, 2018 |
2,167,900 |
|
|
|
|
2018-19 Special Options |
April 24, 2018 |
4,980,250 |
- |
- |
50% of options granted |
50% of options granted |
2018-19 Joining Options |
January 22, 2019 |
156,000 |
|
|
|
|
2019-20 |
April 24, 2019 |
4,993,600 |
|
|
|
|
2019-20 Joining Options |
July 24, 2019 |
80,000 |
|
|
|
|
2020-21 |
May 10, 2020 |
5,072,200 |
|
|
|
|
2020-21 Joining Options |
June 11, 2020 |
25,000 |
|
|
|
Equity |
2020-21 |
January |
50,000 |
|
|
|
|
Joining Options |
27, 2021 |
Five years from date of vesting |
|
|
|
|
2021-22 |
April 19,2021 |
5 ,001,600
of stock options |
30% of |
30% of |
40% of |
|
2021-22 Joining Options |
July 20,2021 |
5,500 |
options
granted |
options
granted |
options
granted |
- |
2021-22 Joining Options |
October 19,2021 |
5,000 |
|
|
|
|
2021-22 Joining Options |
January 18, 2022 |
49,500 |
|
|
|
|
2022-23 |
April 16, 2022 |
53,36,930 |
|
|
|
|
2022-23 Joining Options |
April 16,2022 |
99,300 |
|
|
|
|
2023-24 |
April 20,2023 |
69,50,700 |
|
|
|
|
2023-24 Joining Options |
January 17, 2024 |
56,100 |
|
|
|
|
Note: The exercise price for all the options granted by the Board/BNRC
of the Company, after listing (as tabulated above), is the closing price on the recognised
stock exchange having higher trading volume, on the date immediately prior to the date of
meeting of the BNRC scheduled to consider granting options under the Company's Employee
Stock Option Scheme.
Exercise price of all the options outstanding for all years/ quarter
for tranches 2017-18, 2018-19, 2018-19 Special Options and 2018-19 Joining Options,
2019-20, 2019-20 Joining Options, 2020-21, 2020-21 Joining Options (1), 2020-21 Joining
Options (2), 2021-22, 2021-22 Joining Options (1), 2021-22 Joining Options (2), 2021-22
Joining Options (3), 2022-23 schemes is Rs 468.60, Rs 388.40, Rs 388.40, Rs 351.65, Rs
369.50, Rs 383.10, Rs 400.10, Rs 396.95, Rs 501.90, Rs 451.05, Rs 626.25, Rs 656.80, Rs
615.65, Rs 541.00, Rs 541.00, Rs 445.60 and Rs 522.20 respectively.
Particulars of options for the year ended March 31, 2024 are given
below:
Options granted |
7,215,300 |
Options forfeited/ lapsed |
613,390 |
Options vested |
4,905,619 |
Options exercised |
2,094,015 |
Total number of options in force |
28,450,010 |
Number of shares allotted pursuant to exercise of options1 |
2,044,825 |
Extinguishment or modification of options |
Nil |
Amount realised by exercise of options (?) |
825,621,398 |
Note: For details on changes in the number of options due to actions
like grants, forfeitures, vesting exercise, lapsation during the year and resultant
options outstanding at the end of the year vis-a-vis start of the year, refer Notes to
accounts.
1 54,450 options exercised in March, 2024 were allotted in April,
2024. 5260 option exercised in March 2023 were allotted in April 2023.
The following key management persons and senior management personnel
(SMP), other than wholetime Director, were granted stock options of the Company up to a
maximum of 1,67,100 options to an individual, aggregating to 1,075,700 options during
FY2024.
Sr. No. |
Name |
Designation |
1 |
Judhajit Das |
Chief-Human Resources |
2 |
Satyan Jambunathan |
Chief Financial Officer |
3 |
Dhiren Salian |
Chief Financial Officer |
4 |
Amit Palta |
Chief Distribution Officer |
5 |
Deepak Kinger |
Chief Risk & Compliance Officer |
6 |
Manish Kumar |
Chief Investments Officer |
7 |
Sonali Chandak |
Company Secretary |
8 |
Souvik Jash |
Appointed Actuary |
Note: Mr. Souvik Jash, Appointed Actuary of the Company, was also
granted options of the Company pertaining to FY2023 during the year ended March 31, 2024
after
receiving IRDAI approval in September 2023. These options are not
included in the aggregate options specified above since they were granted for the previous
financial year.
No employee was granted options during any one year equal to or
exceeding 0.1% of the issued equity shares of the Company at the time of the grant.
Out of the total outstanding options at April 1, 2024, 4,905,619
options vested during the year ended March 31, 2024 and Rs 825.6 million was realised by
exercise of options during the year ended March 31, 2024.
During the year ended March 31, 2024 the Company has recognised a
compensation cost of ' Nil (year ended March 31, 2023: ' Nil) as the intrinsic value of
the options.
Had the company followed fair value method based on Black Scholes model
valuing its options compensation cost for the year ended would have been higher by 845,465
thousand (March 31, 2023: 716,851 thousand) and the proforma profit after tax would have
been 7,678,391 thousand (March 31, 2023: 7,389,803 thousand). On a proforma basis, the
company's basic and diluted earnings per share would have been 5.33 for the year ended
March 31, 2024 (March 31, 2023: 5.14) and 5.31 for the year ended March 31, 2024 (March
31, 2023: 5.13) respectively.
Fair value methodology
The assumptions considered in the pricing model for the ESOPs granted
during the year are as below:
Particulars |
March 31, 2024 |
March 31, 2023 |
Basis |
Risk-free |
6.94% to |
6.19% to |
G-Sec yield at |
interest rate |
7.05% |
6.79% |
grant date for tenure equal to the expected term of ESOPs |
Expected |
3.50 to |
3.50 to |
Simplified method |
life of the |
5.50 |
5.50 |
(average of |
options |
years |
years |
minimum and maximum life of options) |
Dividend |
0.11% to |
0.37% |
Based on recent |
yield |
0.12% |
|
dividend declared |
Expected |
14.81% |
18.44% |
Based on |
volatility |
to |
to |
historical volatility |
|
21.55% |
21.56% |
determined on the basis of Nifty 50 |
The weighted average price of options exercised during the year ended
March 31, 2024 is Rs 394.28 (March 31, 2023: Rs 384.94).
The weighted average remaining contractual life of options outstanding
at the end of the year is as follows:
Exercise price range (in ') |
At March 31, 2024 |
At March 31, 2023 |
|
Options
outstanding |
Weighted average remaining contractual
life (in years) |
Options
outstanding |
Weighted average remaining contractual
life (in years) |
468.6 |
565,400 |
5.4 |
585,900 |
6.4 |
388.401 |
3,936,710 |
2.4 |
4,668,255 |
3.2 |
369.5 |
3,389,200 |
2.3 |
4,052,360 |
3.2 |
383.1 |
37,500 |
3.2 |
80,000 |
3.4 |
400.1 |
4,201,610 |
4.2 |
4,598,910 |
5.2 |
396.95 |
- |
- |
25,000 |
4.3 |
451.05 |
4,421,860 |
4.2 |
4,711,560 |
5.2 |
626.25 |
- |
- |
- |
- |
656.8 |
5,000 |
10.1 |
5,000 |
5.6 |
615.65 |
49,500 |
4.9 |
49,500 |
5.9 |
541 |
5,071,030 |
4 |
5,165,630 |
6.1 |
445.6 |
6,716,100 |
6.2 |
- |
- |
522.2 |
56,100 |
6.5 |
- |
- |
Total |
28,450,010 |
4.2 |
23,942,115 |
4.7 |
includes FY2018-19 options and FY2018-19 special options
For the year ended March 31 2024, ICICI Bank Limited ("the Holding
Company") has not granted options to the employees of ICICI Prudential Life Insurance
Co. Ltd. (Previous year grant: Nil) and accordingly no cost was recognised.
Employee Stock Unit Scheme ("Unit Scheme")
In addition, the ICICI Prudential Employees Stock Unit Scheme -
2023' (Unit Scheme), designed in accordance with SEBI Regulations and other applicable
regulations, was discussed by the Committee at its meetings held on June 7, 2023, and June
10, 2023, and was approved by the Committee at its meeting held on June 10, 2023.
Subsequent to the approval of the Unit Scheme by the Board, it was approved by the
shareholders of the Company at its meeting held on July 28, 2023.
The maximum number of Shares that can be issued under this Unit Scheme
shall be 1,45,00,000 (one crore forty five lacs). Each Unit on Exercise will entitle the
Participant to 1 (One) Share. The Grants under the Unit Scheme shall be made in one or
more tranches as may be determined by the Committee over a period of 6 (six) years from
the date of approval of the Unit Scheme by the shareholders. The maximum number of Units
granted to any Eligible Employee shall not exceed 60,000 (sixty thousand) Units in any
financial year.
The vesting shall commence on the expiry of minimum period of one (1)
year from the date of Grant of the Units and the Vesting Period would be spread over a
minimum period of three (3) years from the date of Grant of the Units. The Committee has
the authority to prescribe the Exercise Period not exceeding 5 years from date of vesting
within which the Participant can Exercise the Units and that would lapse on failure to
Exercise the same within the Exercise Period. The Exercise Price shall be the face value
of the Shares of the Company.
Performance evaluation of Directors, Chairman, the Board and its
Committees
The Company, with the approval of its Board Nomination and Remuneration
Committee, has put in place a framework for evaluation of the Directors, Chairman, the
Board and its Committees.
The performance evaluation was undertaken through an online survey
portal. The performance of the Board was assessed on parameters relating to roles,
responsibilities and obligations of the Board and functioning of the Committees including
but not limited to assessing the quality, quantity and timeliness of flow of information
between the Company management and the Board that is necessary for the Board to
effectively and reasonably perform their duties. The evaluation criteria for the Directors
was based on their participation, contribution and offering guidance to the management in
their capacity as members of the Board/respective Board Committees, especially in the
areas of their expertise. The evaluation criteria for the Chairman of the Board, besides
the general criteria adopted for assessment of all Directors, focuses incrementally on
leadership abilities, effective management of meetings and safeguarding the interest of
the stakeholders. The evaluation criteria for the Committees were based on effective
discharge of its terms of reference and their contribution to the functioning of the
Board. The Board Nomination and Remuneration Committee evaluated the performance of the
Whole-time Director i.e. Managing Director & CEO. The details about the evaluation of
the Whole-time Director are further provided under the section titled "Compensation
policy and practices."
Directors and officers liability insurance policy
The Company has taken Directors and Officers Liability Insurance for
all its Directors and Officers.
General Body Meetings
The details of the last three Annual General Meetings (AGM) are as
given below:
Financial Year ended |
Day, Date |
Start
time |
Venue |
Twenty-first AGM |
Friday, June 25, 2021 |
3.30 p.m. |
Through Video Conference (VC)/ Other Audio Visual Means
(OAVM). Deemed venue - Registered Office of the Company |
Twenty- second AGM |
Monday, June 27, 2022 |
3.00 p.m. |
Through Video Conference (VC)/ Other Audio Visual Means
(OAVM). Deemed venue - Registered Office of the Company |
Twenty- third AGM |
Friday, July 28, 2023 |
3.00 p.m. |
Through Video Conference (VC)/ Other Audio Visual Means
(OAVM). Deemed venue - Registered Office of the Company |
The following special resolutions were passed by the
members during the last three Annual General Meetings:
Annual General Meeting held on June 25, 2021
Re-appointment of Mr. Dilip Karnik as an Independent Director of
the Company for a second term of five consecutive years commencing from June 29, 2021 till
June 28, 2026.
Continuation of the directorship of Mr. Dilip Karnik after
attaining the age of seventy five (75) years, as an Independent Director of the Company,
till June 28, 2026.
Amendment to ICICI Prudential Life Insurance Company Limited -
Employees Stock Option Scheme (2005) (Scheme).
Annual General Meeting held on June 27, 2022
Re-appointment of Mr. R. K. Nair as an Independent Director of
the Company for a second term of five consecutive years commencing from July 25, 2022,
till July 24, 2027.
Re-appointment of Mr. Dileep Choksi as an Independent Director
of the Company for a second term commencing from January 19, 2023 till December 25, 2024.
Annual General Meeting held on July 28, 2023
Re-appointment of Ms. Vibha Paul Rishi as an Independent
Director of the Company for a second term of five consecutive years commencing from
January 1, 2024, till December 31, 2028.
Alteration of the Articles of Association of the Company
Approval of the ICICI Prudential Life Insurance Company
Limited Employees Stock Unit Scheme - 2023'
Approval of grant of employee stock units to the employees of
unlisted wholly-owned Subsidiary of the Company under ICICI Prudential Life
Insurance Company Limited Employees Stock Unit Scheme - 2023'.
Postal ballot
During FY2024, the Company had passed following
resolutions through postal ballot:
1. Ordinary resolution for appointment of Mr. Solmaz Altin as a
non-executive Director of the Company effective from August 22, 2023, vide postal ballot
notice dated August 22, 2023. The resolution is deemed to have been passed on the last
date specified for remote e-voting i.e. September 27, 2023. The details of the voting
pattern are as follows:
Number of votes polled |
% of votes
Polled on
outstanding
shares |
Number of votes cast in favour of the
Resolution |
Number of votes cast against the
Resolution |
% of votes in favour on votes polled |
% of votes against on votes polled |
1,284,421,909 |
89.23 |
1,263,913,580 |
20,508,329 |
98.40 |
1.60 |
2. Special resolution for appointment of Mr. Naved Masood as a
non-executive Independent Director of the Company, for a first term of five consecutive
years commencing from March 7, 2024 to March 6, 2029, vide postal ballot notice dated
March 15, 2024. The resolution is deemed to have been passed on the last date specified
for remote e-voting i.e. April 20, 2024. The details of the voting pattern are as follows:
Number of votes polled |
% of votes Polled on outstanding shares |
Number of votes cast in favour of the
Resolution |
Number of votes cast against the
Resolution |
% of votes in favour on votes polled |
% of votes against on votes polled |
1,314,378,349 |
91.25 |
1,313,954,840 |
423,509 |
99.97 |
0.03 |
For the aforesaid resolutions passed through postal ballot, the Board
of Directors of the Company, had appointed Mr. Alwyn D'souza of Alwyn D'souza & Co.,
Practicing Company Secretaries, as the Scrutinizer for conducting the Postal Ballot
e-voting process in a fair and transparent manner.
The postal ballot was carried out as per the provisions of Sections 108
and 110 and other applicable provisions of the Companies Act 2013, read with the Rules
framed thereunder and applicable circulars issued by the Ministry of Corporate Affairs
from time to time.
The postal ballot notice(s) and results alongwith the scrutinizer's
report were submitted to the stock exchange(s) and displayed on the Company's website at www.iciciprulife.com .
Further, at present, no special resolution is proposed to be passed
through postal ballot.
Means of communication
It is the Company's belief that all stakeholders should have access to
complete information regarding its position to enable them to accurately assess its future
potential. The Company disseminates information on its operations and initiatives on a
regular basis. The Company's website (www.iciciprulife.com )
serves as an important information dissemination platform for all its stakeholders,
allowing them to access various details of the Company at their own convenience. It
provides comprehensive information about the Company including Company's products,
financial performance, Board of Directors and Board Committees, management/key personnel,
customer service related touch points, and other statutory/ public disclosures.
The Company's investor relations personnel respond to specific queries
and play a proactive role in disseminating information to both analysts and investors. All
information which could have a material bearing on the Company's share price is disclosed
to the Stock Exchanges as per applicable regulatory provisions. The information is also
disclosed to the National Stock Exchange of India Limited (NSE) and BSE Limited (BSE) from
time to time in compliance with Listing Regulations and other applicable laws. The
financial and other information and various compliances as required/prescribed under the
Listing Regulations are filed electronically with NSE and BSE through NSE Electronic
Application Processing (NEAP) System and through BSE Listing Centre and are also available
on their respective websites in addition to the Company's website. Additionally,
information is also disseminated to BSE/NSE where required, through email.
The extract of the Company's quarterly financial results are published
in the Financial Express (Mumbai, Pune, Ahmedabad, New Delhi, Chandigarh, Lucknow,
Kolkata, Bangalore, Chennai, Hyderabad and Kochi editions) and Loksatta (Mumbai, Pune,
Nagpur, Ahmednagar, New Delhi, Aurangabad editions). The financial results, official news
releases, analyst call transcripts and presentations are also available on the Company's
website at www.iciciprulife.com .
General Shareholder Information
The Annual General Meeting (AGM') is proposed to be convened
through Video Conference (VC) or/and Other Audio Visual Means (OAVM), in compliance with
applicable provisions of the Companies Act, 2013 read with General Circular No. 09/2023
dated September 25, 2023 issued by Ministry of Corporate Affairs (MCA) and Circular dated
October 7, 2023 issued by Securities and Exchange Board of India read with earlier
Circular(s) issued in this regard by the respective Authorities, Secretarial Standard on
General Meetings (SS-2) issued by the Institute of Company Secretaries of India and any
other applicable law, rules and regulations including any statutory modification(s) or
re-enactment(s) thereof for the time being in force. Considering the same, the
deemed venue for 24th AGM shall be the registered office of
the Company.
In view of the virtual AGM, the members are given the facility to
attend and participate in the AGM through Video Conference (VC)/ Other Audio Visual Means
(OAVM), by following the procedure mentioned in the Notice of the AGM.
General Body Meeting |
Day, Date & Time |
Twenty fourth AGM |
Friday June 28, 2024 at 3:00 p.m. |
Financial Year: April 1, 2023 to March 31, 2024
Book Closure: June 14, 2024 to June 28, 2024 (both days inclusive)
Dividend payment date: Within 30 days of the AGM
Fit and Proper criteria for investors and continuous monitoring
requirement
The IRDAI guidelines for Listed Indian Insurance Companies prescribe
the following:
Self-certification of "fit and proper person" criteria
by a person holding/intending to acquire equity shares of 1% or more of paid-up equity
share capital; and
Prior permission of IRDAI for holding shares beyond 5% of the
paid-up equity share capital.
Further information on detailed procedure and format for
self-certification is hosted on the Company's website (https://www.iciciprulife.com/about-us/shareholder-
information/other.html)
Business Responsibility and Sustainability Report, Environmental,
Social and Governance (ESG) and Conservation of Energy and Technology absorption
Business Responsibility and Sustainability Report (BRSR) as stipulated
under Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 (SEBI Listing Regulations) forms part of the Annual Report and has been hosted on the
website of the Company and can be viewed at https://www.iciciprulife.com/about-us/shareholder-
information/other.html?ID=about-other .
Reporting Criteria
The reporting criteria used by the Company to prepare the BRSR is
issued under SEBI Listing Regulations read with SEBI Circular dated July 12, 2023 and the
Guidance note for BRSR read with National Guidelines for Responsible Business Conduct
Issued by Ministry of Corporate Affairs.
Reasonable Assurance Report
The Reasonable Assurance Report of Walker Chandiok & Co., LLP
confirming that the Identified Sustainability Information in the BRSR is prepared in all
material respects, in accordance with the Reporting Criteria, is annexed to the BRSR and
shall form part of the Annual Report for FY2024.
The Company has an elaborate ESG Report that details the efforts of the
Company on sustainability and is also available on its website
https://www.iciciprulife. com/about-us/investor-relations.html?ID
= about1 . The Company constantly undertakes technology and digitalization initiatives
and works with employees, partners and customers to offer simple and robust technology
solutions towards reducing the Company's carbon footprint.
The Company has undertaken various initiatives for energy conservation
at its premises and has used information technology extensively in its operations, which
includes technological interventions in aspects pertaining to policy lifecycle, marketing
& lead generation, partner integration, analytics and assurance.
Digitisation
The Company has completely digitised its policy issuance and servicing
operations. More than 98% of our policies are logged in digitally. The Company has also
given its customers the facility of opening an e-insurance accounts, which is an
electronic repository of policies. This allows our customers to electronically store and
manage their insurance policies.
To the extent permitted, the Company communicates with its customer via
SMS and email to limit the usage of paper. Employees, advisors, and partners use our
digital platforms. Due to these initiatives, the Company's paper usage has decreased
significantly over the
years. These measures and digital processes have not only increased
speed and convenience for employees, customers and distributors, but they have also had a
good environmental impact.
Maintenance of cost records
Being an Insurance Company, the maintenance of cost records, for the
services rendered by the Company, pursuant to Section 148(1) of the Companies Act, 2013
read with Rule 3 of the Companies (Cost Records and Audit) Rules, 2014, is not required.
Details of application made or any proceeding pending under the
Insolvency and Bankruptcy Code, 2016 during the year alongwith their status as at the end
of the financial year.
The Company has not filed any application for settlement nor are any
such proceedings pending under the Insolvency and Bankruptcy Code, 2016, against the
Company, as at March 31, 2024.
Details of difference between amount of the valuation done at the time
of one time settlement and the valuation done while taking loan from the Banks or
Financial Institutions along with the reasons thereof.
The above is not applicable given that the Company has not filed any
application for settlement under the Insolvency and Bankruptcy Code, 2016 during the
financial year ended March 31, 2024.
Credit Rating during FY2024
Type of Instrument |
Name of the Rating Agency |
Rating assigned |
Unsecured, subordinated, listed, rated, redeemable, taxable,
non-cumulative, non- |
ICRA Limited |
AAA(Stable) |
convertible debentures in the nature of Subordinated
Debt' aggregating to Rs 12.00 billion |
CRISIL Limited |
AAA(Stable) |
Foreign exchange earnings and outgo
Particulars Foreign exchange earnings and outgo |
FY2023 |
FY2024 |
- Earnings |
0.41 |
0.30 |
- Outgo |
0.95 |
1.40 |
Commodity price risk or foreign exchange risk and hedging activities
None of the above is applicable to the Company as the Company neither
undertake any commodities business nor has any exposure to foreign currencies that may
require implementing any hedging strategies.
C
Plant Locations
The Company has various branches across the country, however, there are
no plants as the Company is not a manufacturing entity.
Details of unclaimed suspense account as provided by our RTA i.e. KFin
Technologies Limited pursuant to Regulation 39 read with Part F of Schedule V of
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015.
No shares were lying in the unclaimed suspense account as of March 31,
2024.
Events after Balance Sheet date
There have been no material changes and commitments, affecting the
financial position of the Company, which have occurred between the end of the financial
year of the Company to which the Balance Sheet relates and the date of this Report.
Disclosures
(a) There are no materially significant related party transactions that
may have potential conflict of interest with the overall business operations of the
Company.
(b) No penalties or strictures have been imposed on the Company by the
Stock Exchanges, the Securities & Exchange Board of India (SEBI), Insurance Regulatory
and Development Authority of India (IRDAI) or any other statutory authority, for any
non-compliance on any matter relating to capital markets, during the last three years.
(c) In terms of the Whistle Blower Policy of the Company, no employee
of the Company has been denied access to raising concerns through the mechanism of the
Whistle Blower policy.
(d) There are no agreements binding the Company under clause 5A of
paragraph A of Part A of Schedule III of Listing Regulations.
Adoption of mandatory and non-mandatory requirements
The Company has complied with all mandatory requirements specified in
Regulations 17 to 27 and clauses (b) to (i) of sub regulation 2 of Regulation 46 and some
of the non-mandatory requirements pertaining to Corporate Governance stipulated under the
Listing Regulations. The Company has adopted non-mandatory requirement regarding the
reporting requirement of the internal auditor, which in the Company's instance, reports
directly to the Board Audit Committee.
Green Initiatives in Corporate Governance
In line with the Green Initiative', the Company has effected
electronic delivery of notice of Annual General Meeting, Postal Ballot and Annual Report
to those Members whose e-mail ids were registered with the respective Depository
Participants and downloaded from the depositories viz. National Securities Depository
Limited/Central Depository Services (India) Limited. The CA2013 and the underlying rules
as well as Regulation 36 of the Listing Regulations, permit the dissemination of financial
statements and annual report in electronic mode to the Members. The Directors are thankful
to the Members for actively participating in the Green Initiative and seek their continued
support for effectively implementing the Green Initiative cause.
In order to support the cause, we have been regularly requesting
Members to register/update their email ids with their Depository Participants so as to
enable the Company to send various communication through electronic mode. We believe and
endorse the Green Initiative' as it would not only rationalise the use of paper but
also ensure prompt communication, avoid loss in transit and have reference value of the
communication.
DETAILS PERTAINING TO SHAREHOLDING Listing of equity shares on Stock
Exchange
The Company has listed its equity shares on the following stock
exchanges:
Stock Exchange |
Code for ICICI Prudential Life Insurance
Company Limited |
BSE Limited (BSE) (Equity) Phiroze Jeejeebhoy Towers Dalal
Street Mumbai 400 001 |
540133 |
National Stock Exchange of India Limited (NSE) (Equity)
Exchange Plaza' Bandra-Kurla Complex Bandra (East), Mumbai 400 051 |
ICICIPRULI |
The Company has paid the annual listing fees for the relevant periods
to BSE and NSE where its equity shares are listed.
Market price Information
The reported high and low closing prices and volume of equity shares of
the Company traded during fiscal 2024 on BSE and NSE are set out in the following table:
|
|
BSE |
|
|
NSE |
|
Total volume of |
Month |
High (?) |
Low (?) |
Volume
(million) |
High (?) |
Low (?) |
Volume
(million) |
BSE and NSE (million) |
Apr-23 |
455.85 |
424.35 |
0.95 |
455.70 |
424.45 |
40.16 |
41.11 |
May-23 |
467.40 |
423.70 |
0.81 |
467.55 |
424.25 |
31.84 |
32.65 |
Jun-23 |
579.90 |
471.15 |
2.11 |
580.10 |
471.80 |
53.09 |
55.20 |
Jul-23 |
598.75 |
547.80 |
1.52 |
598.20 |
547.75 |
46.86 |
48.38 |
Aug-23 |
581.30 |
537.30 |
0.62 |
581.15 |
537.50 |
28.55 |
29.17 |
Sep-23 |
602.50 |
536.70 |
1.98 |
602.60 |
536.85 |
38.89 |
40.87 |
Oct-23 |
559.30 |
511.00 |
1.00 |
559.35 |
510.85 |
34.44 |
35.45 |
Nov-23 |
562.45 |
515.30 |
1.03 |
562.60 |
515.35 |
37.33 |
38.36 |
Dec-23 |
563.25 |
509.30 |
16.20 |
563.30 |
509.30 |
37.54 |
53.74 |
Jan-24 |
542.55 |
479.40 |
1.74 |
541.95 |
479.45 |
67.03 |
68.77 |
Feb-24 |
532.00 |
504.15 |
0.88 |
532.65 |
504.45 |
34.73 |
35.61 |
Mar-24 |
608.95 |
538.35 |
4.13 |
608.65 |
538.00 |
53.06 |
57.19 |
FY2024 |
608.95 |
423.70 |
32.96 |
608.65 |
424.25 |
503.53 |
536.49 |
Share price/index are rebased to 100 for closing value on March 31,2024
Share Transfer System
SEBI has mandated transfer of securities only in dematerialized form,
except for transmission and transposition of securities. The Share Transfer Systems of the
Company is managed by KFin Technologies Limited, Registrar and Share Transfer Agent (RTA)
of the Company. The address of the RTA is as follows:
KFin Technologies Limited
Selenium Building, Tower-B, Plot No 31 & 32, Financial District,
Nanakramguda, Serilingampally, Hyderabad, Rangareddy, Telangana, India
- 500 032.
Email ID: einward.ris@kfintech.com
and shobha.anand@kfintech.com
Toll Free/ Phone Number: 1800 309 4001
WhatsApp Number: (91) 910 009 4099
KPRISM (Mobile Application):
https://kprism.kfintech.com/
KFINTECH Corporate Website:
https://www.kfintech.com RTA website:
https://ris.kfintech.com
Investor Support Centre (DIY Link):
https://ris.kfintech.com/clientservices/isc
KFin Technologies Limited, RTA of the Company, have in compliance with
the SEBI circular dated June 8, 2023, created an online application for processing
investor service request and complaints. The same can be accessed at https://ris.kfintech.com/default.aspx# >
Investor Services > Investor Support.
Debenture Trustees
Axis Trustee Services Limited
Registered Office: Axis House, Bombay Dyeing Mills Compound,
Pandhurang Budhkar Marg, Worli Mumbai - 400 025
Telephone Number: 022-6226 0054
Fax Number: 022-6226 0050
Email id: debenturetrustee@axistrustee.in
Website: www.axistrustee.in
Information on shareholding
Shareholding pattern of the Company as at March 31, 2024
Sr. No. |
Category/Name of the Shareholder |
Number of shares on March 31, 2024 (in
million) |
% Total |
1 |
ICICI Bank Limited (Promoter) |
737.61 |
51.20 |
2 |
Prudential Corporation Holdings Limited (Promoter) |
317.52 |
22.04 |
3 |
Foreign Institutional Investors /Foreign Portfolio
Investors/Foreign Bodies/Non-resident individuals |
223.76 |
15.53 |
4 |
Domestic Mutual Funds |
92.67 |
6.43 |
5. |
Retail Investors & Others |
34.30 |
2.38 |
6. |
Domestic Insurance Company |
23.70 |
1.65 |
7. |
Domestic Body corporates, Institutions, Trust & NBFC |
9.48 |
0.66 |
8. |
Alternative Investment Fund |
1.58 |
0.11 |
9. |
Domestic Banks* |
0 |
0 |
|
Total |
1440.62 |
100.00 |
*Domestic Banks hold 4,004 shares in the Company constituting to
0.00028%.
Note: Employees of the Company hold 488,226 shares in the Company
constituting to 0.034%
Shareholders of the Company with more than 1% holding as at March 31,
2024 (other than promoters of the Company)
Sr. No. |
Category/Name of the Shareholder |
Number of shares (in million) |
% to total |
1 |
Compassvale Investments Pte. Ltd. |
28.72 |
1.99 |
2 |
SBI Funds Management |
28.57 |
1.98 |
3 |
Government of Singapore |
28.02 |
1.94 |
4 |
ICICI Prudential Regular Savings Fund |
26.54 |
1.84 |
5 |
Camas Investments Pte. Ltd. |
25.53 |
1.77 |
6 |
Government Pension Fund Global |
22.89 |
1.59 |
Distribution of shareholding of the Company as at March 31, 2024
Distribution schedule at March 31, 2024 (Total) |
Sr. No |
Category |
No. of holders |
% of holders |
Number of shares |
% of equity |
1 |
1-5,000 |
337,480 |
97.36 |
18,132,066 |
1.26 |
2 |
5,001-10,000 |
4,443 |
1.28 |
3,305,440 |
0.23 |
3 |
10,001-20,000 |
2,157 |
0.62 |
3,140,249 |
0.22 |
4 |
20,001-30,000 |
693 |
0.20 |
1,728,907 |
0.12 |
5 |
30,001-40,000 |
329 |
0.09 |
1,164,414 |
0.08 |
6 |
40,001-50,000 |
219 |
0.06 |
1,008,636 |
0.07 |
7 |
50,001-100,000 |
428 |
0.12 |
3,099,114 |
0.22 |
8 |
100,001 and above |
885 |
0.26 |
1,409,037,395 |
97.81 |
|
TOTAL: |
346,634 |
100.00 |
1,440,616,221 |
100.00 |
The Company's equity shares are traded mainly in dematerialised form.
At March 31, 2024, 99.99% of paid- up equity share capital is held in dematerialised form.
Increase in share capital
The paid-up capital of the Company increased by Rs 2.04 million
from the previous financial year, consequent to allotment of shares resulting due to the
exercise of stock options granted under the Company's Employee Stock Option Scheme, and
the paid-up capital was Rs 1440.62 million at March 31, 2024.
Details of equity shares held by the non-executive Directors of the
Company at March 31, 2024 is as set out in the table below:
Sr. No. |
Name of the Director |
Number of shares held |
1. |
Mr. Dileep Choksi |
241 |
Queries related to the operational and financial performance of the
Company may be addressed to:
Mr. Dhiraj Chugha
Investor Relations Registered office:
ICICI Prudential Life Insurance Co. Ltd.
ICICI Prulife Towers, 1089, Appasaheb Marathe Marg,
Prabhadevi, Mumbai 400025
Telephone: (91 22) 40391600
Fax: (91 22) 2422 4484
Email id: ir@iciciprulife.com
Address for Correspondence
Company Secretary
ICICI Prudential Life Insurance Company Limited
1089, ICICI Prulife Towers, Appasaheb Marathe Marg,
Prabhadevi, Mumbai - 400025
Telephone: (91 22) 4039 1600
Fax: (91 22) 2422 4484
Email id: csiciprulife@iciciprulife.com
COMPLIANCE CERTIFICATE OF THE AUDITORS
The Company has annexed to this Report (Annexure D), a certificate
obtained from the statutory auditors, B S R & Co. LLP, Chartered Accountants and
Walker Chandiok & Co LLP, Chartered Accountants, regarding compliance of conditions of
Corporate Governance as stipulated in the Listing Regulations.
CERTIFICATE FROM A PRACTICING COMPANY SECRETARY
In terms of the Listing Regulations, the Company has obtained a
Certificate from Mr. Tushar Shridharani, a Practicing Company Secretary, confirming that
none of the Directors on the Board of the Company have been debarred or disqualified from
being appointed or continuing as directors of companies by the Securities and Exchange
Board of India, Ministry of Corporate Affairs or any such statutory authority. The
certificate of Company Secretary in practice is annexed herewith as Annexure E.
MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis report for FY2024 forms part of
the Annual Report.
DIRECTORS' RESPONSIBILITY STATEMENT
In accordance with the requirements of Section 134(3)(c) of the CA2013
and the Corporate Governance Guidelines, the Board of Directors confirm:
1. in the preparation of the annual accounts, the applicable accounting
standards had been followed along with proper explanation relating to material departures;
2. that they have selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and prudent so as to
give a true and fair view of the state of affairs of the Company at the end of the
financial year and of the profit and loss of the Company for that period;
3. that they have taken proper and sufficient care for the maintenance
of adequate accounting records in accordance with the provisions of this Act for
safeguarding the assets of the Company and for preventing and detecting fraud and other
irregularities;
4. that they have prepared the annual accounts on a going concern
basis;
5. that they have laid down internal financial controls to be followed
by the Company and that such internal financial controls are adequate and were operating
effectively; and
6. that they have devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems were adequate and operating
effectively.
ACKNOWLEDGEMENTS
The Company is grateful to the Insurance Regulatory & Development
Authority of India, Securities and Exchange Board of India, Reserve Bank of India and
Government of India for their continued co-operation, support and advice.
The Board of Directors and the Company would also like to take this
opportunity to express sincere thanks to our valued customers for their continued
patronage and the investors for reposing confidence in the Company.
The Directors express their gratitude for the valuable advice and
guidance received from time to time, from the auditors, the statutory authorities, Stock
Exchanges and Depositories. The Directors express their sincere appreciation to all
employees and distributors, who continue to display outstanding professionalism and
commitment, enabling the organisation to deliver and extend quality services. The
Directors also wish to express their gratitude to ICICI Bank Limited and Prudential
Corporation Holdings Limited for their continued trust and support.
|
For and on behalf of the Board |
May 15, 2024 |
M. S. RAMACHANDRAN |
Mumbai |
Chairman |
|
DIN:00943629 |