The Directors have pleasure in presenting the Eighteenth Annual Report
on business and operations of Star Health and Allied Insurance Company Limited (The
Company), along with the audited financial statements for the financial year ended March
31, 2023.
BUSINESS OVERVIEW
The Company received the approval from the Insurance Regulatory and
Development Authority of India on March 16, 2006 to carry on General Insurance business to
underwrite Health, Personal Accident and Travel Insurance. Since, then the Company had
been servicing the public in the Health insurance segment. For the financial year ended
March 31, 2023, the Company has renewed its Insurance Regulatory and Development Authority
of India (IRDAI) license within the stipulated time on January 12, 2022.
With absolute trust on the market, the Company continues to grow
through prudent underwriting practices, strong retention of premium coupled with
diversified investments portfolio and control over incurred claims ratio through
rationalizing expenses. The Company's core values Customer Centricity, Innovation and
Transparency is established through eminent human capital and robust digital
infrastructure.
FINANCIAL OVERVIEW
During the year the Company procured a Gross Premium of H12,952.47
Crores as compared to H11,463.47 Crores during last year, registering a growth of H1,489
Crores (13%).The overall net incurred claims ratio to net earned premium worked out to 65
%. The profit (PBT) for the year was H826 crores.
( H in Crore)
Particulars |
FY 2022-23 |
FY 2021-22 |
Gross Direct Premium |
12,952.47 |
11,463.47 |
Less: Premium on reinsurance ceded |
632.83 |
653.98 |
Net Premium |
12,319.64 |
10,809.49 |
Less: Adjustment for change in reserve for
unexpired risks |
1,058.05 |
1,000.33 |
Total Premium Earned (Net) |
11,261.59 |
9,809.16 |
Direct Claims Paid |
7,781.38 |
8,929.92 |
Add: Claims on reinsurance accepted |
- |
- |
Less: Claims recovered from re-insurer |
363.21 |
470.60 |
Net Claims Paid |
7,418.17 |
8,459.32 |
Add: Change in outstanding claims |
(97.77) |
80.67 |
Net incurred claims |
7,320.40 |
8,539.99 |
Net Commission |
1,682.77 |
1,492.18 |
Operating Expenses |
2,053.80 |
1,838.53 |
Underwriting Profit / (Loss) |
204.62 |
-2,061.54 |
Less: Provision for impairment of
investments Policyholders |
- |
- |
Less: Provision for impairment of
investments Shareholders |
- |
- |
Add: Investment income - Policyholders
Funds |
501.42 |
479.53 |
Add: Investment income - Shareholders
funds |
333.15 |
313.29 |
Add: Other Income |
5.65 |
8.10 |
Less: Other outgo |
165.61 |
85.21 |
Profit / (Loss) before Interest and Tax |
879.45 |
-1,350.97 |
Less: Interest on Debentures |
53.05 |
45.66 |
Profit / (Loss) before Tax |
826.40 |
-1,396.64 |
Less: Provision for Taxation |
- |
- |
Less: MAT Credit Entitlement |
- |
- |
Less: Reversal of MAT Credit relating to
earlier years |
- |
- |
Less: Tax relating to earlier years |
- |
-9.01 |
Less: Deferred tax |
207.81 |
-346.95 |
Net Profit / (Loss) for the year |
618.59 |
-1,040.67 |
DIVIDEND
During the year your Directors did not recommend any dividend on Equity
Shares of the Company.
DIVIDEND DISTRIBUTION POLICY
In terms of Regulation 43A of the Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulations, 2015, (SEBI Listing
Regulations), the Board of Directors have formulated and adopted the Policy on Dividend
Distribution. The Policy is displayed in the website at the following Web-link:
https://d28c6jni2fmamz.cloudfront.net/Dividend_Distribution_ Policy_1db3217dfe.pdf
RESERVES & SURPLUS
During the year the company has not made any apportionment to Capital
Reserve, Capital Redemption Reserve, General Reserves or any other reserves including the
Debenture Redemption Reserve.
SOLVENCY
IRDAI requires insurance companies to maintain a minimum solvency of
1.5 times which is calculated in a manner as specified in the IRDAI (Assets, Liabilities,
and Solvency Margin of Insurers) Regulations, 2016.
The solvency position of the Company as at March 31, 2023 was 2.14
times as compared to 1.67 times as at March 31, 2022.
SHARE CAPITAL
During the year, pursuant to Employee Stock Option Scheme 2019 (ESOP
2019) the Company allotted 36,55,174 equity shares to eligible employees.
Further the Company pursuant to Employee Stock Option Scheme 2021 (ESOP
2021) has allotted 25,00,000 equity shares to eligible employee.
The equity shares allotted during the year rank paripassu with the
existing equity shares issued by the Company.
As on March 31, 2023 the issued, subscribed and paid-up equity share
capital of the Company stood at H5,816,773,480 comprising of 581,677,348 equity shares of
face value of H10 each.
The Company has not issued any equity shares with differential voting
rights or sweat equity shares during the year.
NON-CONVERTIBLE DEBENTURES
As on March 31, 2023, the Company had 4700 listed unsecured
subordinated, fully paid up, redeemable non-convertible
Debentures(NCD's)withfacevalueofH10,00,000eachaggregating to H470 crore (Rupees Four
hundred and Seventy crore only) issued in the nature of subordinated debt' in
accordance with Insurance Regulatory and Development Authority of India (Other Forms of
Capital) Regulations, 2015 ,Securities and Exchange Board of India (Issue and Listing of
Non-Convertible Securities) Regulations, 2021 and other applicable rules, laws and
regulations.
Issue Date |
Number of Debentures |
Face value per Debenture |
Interest Rate per annum |
Listed / unlisted |
Redemption date |
Call option if any, |
September 29,2021 |
4000 |
H 10.00,000 |
8.75% |
Listed |
September 29,2028 |
September 29 2026 |
October 28,2021 |
700 |
H 10.00,000 |
8.75% |
Listed |
October 29,2028 |
October 29 2026 |
The 4700 Non-Convertible Debentures are listed on the Debt market
segment of National Stock Exchange Limited.
The Company has ensured to meet its obligations towards NCD's and
paid the interest on the debentures within the stipulated time.
During the year the Company has redeemed 2500 unlisted unsecured
subordinated, fully paid up, redeemable non-convertible Debentures (NCD's) with face
value of H10,00,000 each aggregating to H250 crore (Rupees Two hundred and Fifty crore
only) in accordance with Insurance Regulatory and Development Authority of India (Other
Forms of Capital) Regulations, 2015 and other applicable rules, laws and regulations.
CREDIT RATING
During the year the Company's credit rating issued by India Rating
and Research Private Limited for both redeemed 2500 NCD's and outstanding 4700
NCD's issued by the Company was "IND AA-/Stable.
The credit ratings of the NCDs are displayed in the website at the
following web-link:
https://www.starhealth.in/investors/sebi-debt-disclosures/#credit-ratings
LOANS, GUARANTEES AND INVESTMENTS
The provisions of Section 186 of the Companies Act 2013 (the Act),
except sub-section 1 thereof is not applicable for your Company.
The company has not made any investments as contemplated under Section
186 (1) of Companies Act 2013.
DEPOSITS
During the year the Company has not accepted any fixed deposits,
including from the public, and, as such, no amount of principal or interest was
outstanding as of the March 31, 2023.
INVESTMENTS
The summary of investments as on March 31, 2023 are:
Particulars |
H in Crore' |
Aggregate investments and
the Fixed Deposits held with Banks & Flexi Deposits |
13,413.10 |
Investment income, net of
amortization including Profit on sale of investments |
834.56 |
TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION
FUND
Pursuant to the applicable provisions of the Companies Act, 2013, read
with the IE&PF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016
("the IE&PF Rules"), the requirement for transfer of unpaid or unclaimed
dividends by the Company to the IE&PF Authority as on March 31,2023 did not arise.
CHANGE IN THE NATURE OF BUSINESS
During the year, there has been no change in the nature of the business
of the Company.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION
There are no material changes and commitments affecting the financial
position of the Company.
SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
The Company does not have any Subsidiaries or Associates or Joint
Ventures as on March 31, 2023 pursuant to first proviso to sub-section (3) of section 129
read with rule 5 of Companies (Accounts) Rules, 2014.
CONSERVATION OF ENERGY AND TECHNICAL ABSORPTION
The details of energy and technology absorption is disclosed in
Business Responsibility and Sustainability Report for the year ended March 31, 2023 and is
forming part of this Annual Report as Annexure VI.
FOREIGN EXCHANGE EARNINGS & OUTGO
The Company's foreign exchange earnings and outgo as on March 31,
2023 are as under;
Description |
H in Crore |
Inflow |
- |
Outflow |
2.05 |
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 and future operations
of the Company.
CORPORATE GOVERNANCE REPORT
The Company is committed to the principles and features of good
corporate governance and follows the same in all spheres of activities. The Company has
complied with the Guidelines on Corporate Governance issued by IRDAI on May 18, 2016.
and SEBI Listing Regulations as applicable to the company with effect
from the date of listing (i.e. December 10, 2021).
The report on corporate governance along with the certificate from a
Practicing Company Secretary certifying compliance with conditions of Corporate Governance
for the year ended March 31, 2023 is forming part of this Annual Report as Annexure I.
BOARD OF DIRECTORS (BOARD)
Pursuant to the Insurance Act, 1938 and Regulations framed thereunder,
the Act and relevant Rules made thereunder, SEBI Listing Regulations, and Guidelines for
Corporate Governance issued by IRDAI ("IRDAI CG Guidelines") the Company has a
strong, independent and diverse Board with optimum combination of Executive and Non
Executive Directors.
As on March 31, 2023, the Board of the Company consisted of 12
Directors, out of which six (6) are Non-Executive Independent Directors including two (2)
women Non-Executive Independent Directors , three (3) Non-Executive Nominee Directors and
three (3) Whole time Directors including the Chairman & CEO.
The Board comprises of members who are eminent persons with
considerable expertise and experience in Insurance, medicine, marketing, Finance, Public
administration, Law and Banking Sector.
The Company is greatly benefited by experience, knowledge, and wise
counsel rendered by them.
None of the Directors of the Company are disqualified from being
appointed as Directors as specified in Section 164(2) of the Act. Further, all the
Directors of the Company have confirmed that they fulfill the criteria of "fit and
proper" as laid down under IRDAI CG Guidelines.
All the Independent Directors of the Company have submitted the
declaration confirming that they fulfill the criteria of independence as prescribed under
the Act and SEBI Listing Regulations. There has been no change in circumstances affecting
their status as Independent Directors of the Company.
KEY MANAGERIAL PERSONNEL (KMP's)
Pursuant to the provisions of Section 203 of the Act and IRDAI CG
Guidelines the KMP's of the Company as on March 31, 2023 are as below:
Name of the KMP |
Designation |
Venkatasamy Jagannathan |
Chairman & CEO |
Subbarayan Prakash |
Managing Director |
Shankar Roy Anand |
Managing Director |
Sriharsha Anant Achar |
Chief Human Resource Officer |
Nilesh Ashok Kambli |
Chief Financial Officer |
Jayashree Sethuraman |
Company Secretary |
Name of the KMP |
Designation |
S.Sundaresan |
Senior Executive Director (Designated) |
V.Jayaprakash |
Chief Compliance Officer |
A G Gajapathy |
Senior Executive Director (Designated) |
K C Kumar |
Senior Executive Director
(Designated) Human Resources |
K Harikrishnan |
Senior Executive Director
Marketing (Designated) |
P.M. Nair |
Senior Executive Dirtor
(Designated) Vigilance |
Aneesh Srivastava
Chandrashekhar Dwivedi |
Chief Investment Officer
Appointed Actuary |
Kapil Punwani |
Chief Risk Officer |
MEETINGS OF BOARD AND SUB-COMMITTEES
The details of the Composition of the Board, Board sub- committees,
particulars of meetings held and attendance of Directors and Members are detailed in the
Corporate Governance Report forming part of this Annual Report as Annexure I.
INDEPENDENT DIRECTORS
As on March 31,2023 all Independent Directors of the Company have given
declarations that they meet the criteria of independence as laid down under Section 149(6)
& (7) of the Act, the Companies (Appointment and Qualification of Directors) Rules,
2014 and Regulation 16(1)(b) of the Listing Regulations, as amended from time to time. All
the Independent Directors have also confirmed that they have complied with the Code of
Independent Directors prescribed in Schedule IV of the Act and the Company's Code of
Conduct (applicable to the Directors including Independent Directors and Senior
Management).
RETIREMENT BY ROTATION
Pursuant to Section 152(6) of the Act, Mr. Deepak Ramineedi, Nominee
Director, Safecrop Investments India LLP (DIN: 07631768) would retire by rotation at the
forthcoming Annual General Meeting ("AGM") and being eligible offers himself for
re- appointment. A resolution seeking Members approval for their reappointment forms part
of the Eighteenth AGM Notice.
APPOINTED ACTUARY
Mr. Chandrashekhar Dwivedi is the Appointed Actuary of the Company.
ANNUAL PERFORMANCE EVALUATION OF BOARD AND ITS COMMITTEES, CHAIRMAN AND
DIRECTORS
In compliance with provisions of the Act, IRDAI CG Guidelines and
Listing Regulations, an annual performance evaluation had been carried out of the Board as
a whole, Board constituted sub-Committees, individual Director both Executive and
Non-executive including Independent Directors and Chairman of the Board. The Company has
in place a Board approved performance evaluation framework which lays down Guidelines for
annual performance evaluation of the Board and its Committee(s), Chairman and individual
Directors. The manner in which the evaluation has been carried out is explained in the
Corporate Governance Report forming part of this Annual Report as
Annexure I.
VIGIL MECHANISM/WHISLE BLOWER POLICY
The details of the disclosure under the Vigil Mechanism/Whistle Blower
Policy are detailed in the Corporate Governance Report forming part of this Annual Report
as Annexure I.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT 2013
The details of the disclosure under the Sexual Harassment of Women At
Workplace (Prevention, Prohibition and Redressal) Act 2013 are detailed in the Corporate
Governance Report forming part of this Annual Report as Annexure I.
The Company is in compliance with the provisions related to
constitution of an Internal Complaints Committee under the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act 2013.
CRITERIA FOR APPOINTMENT OF DIRECTOR AND KEY MANAGERIAL PERSONNEL
The Company has Board approved Policy Relating to the Nomination and
Remuneration of Directors, Key Managerial Personnel (KMP) and Other Employees ie.Senior
Management in compliance with the requirements as prescribed under the Act,SEBI Listing
Regulations, IRDAI CG Guidelines and Guidelines on Remuneration of Non-Executive Directors
and Managing Directors/Chief Executive Officer / Whole time Directors issued by IRDAI. The
policy is hosted on the website of the Company and can be viewed at
Nomination_andfiremuneration_ policy_24aee0fd19.pdf (d28c6jni2fmamz.cloudfront.net)
MEETING OF INDEPENDENT DIRECTORS:
The meeting of the Independent Directors was held on January 16, 2023.
AUDITORS
Internal Auditors
Your Company has an in house Internal Audit Team. They effectively
carry out the internal audit of all the functions of the Company, highlight areas that
require attention and report their findings and recommendations to the Audit Committee of
the Board. The Audit Committee reviews the audit findings and the actions taken thereon
and the effectiveness of the internal control systems on a quarterly basis.
Statutory Auditors
M/s. Brahmayya & Co., Chartered Accountants and M/s. V Sankar Aiyar
& Co., Chartered Accountants are the Joint Statutory Auditors for the year ended March
31,2023. The Joint statutory
Auditors have been appointed by the members for a period of five years
from the conclusion of the Fourteenth AGM till the conclusion of the Nineteenth AGM.
Concurrent Auditor
M/s. Singhi & Co, Chartered Accountants, appointed as Concurrent
Auditors carried out concurrent audit of the investment transactions processes and systems
for the year ended March 31,2023.. The tenure of the Concurrent Auditors ceased on March
31,2023.
Secretarial Auditor
Pursuant to Section 204 of the Act read with the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014 as amended and the SEBI Listing
Regulations, the Company has appointed M/s. Chitra Lalitha & Associates, a firm of
Practicing Company Secretaries, to conduct the Secretarial Audit of the Company for the
financial year ended March 31, 2023.The Secretarial Audit Report forms part of part of
this Annual Report as Annexure II.
AUDIT REPORT QUALIFICATIONS, ADVERSE REMARKS
The Company did not receive any audit qualifications/ adverse remarks
from the Internal Auditors,, Statutory Auditors ,Concurrent Auditors and Secretarial
Auditors for the year ended March 31,2023.
REPORTING OF FRAUDS BY AUDITORS
During the year, there were no instances of fraud reported by the Joint
Statutory Auditors and Secretarial Auditor under Section 143(12) of the Act to the Audit
Committee or the Board of Directors of the Company.
INTERNAL CONTROL SYSTEMS
The Company has implemented a financial control system designed to
protect the interest of the Company adequately and in ensuring the accuracy of the
financial statements commensurate with the size of the Company.
MAINTENANCE OF COST RECORDS
The Government has not mandated maintenance of Cost Records by the
Company under Section 148(1) of the Companies Act, 2013.
RELATED PARTY TRANSACTIONS
The details of related party transactions are disclosed under Note
No.5.2.6 of the Notes to Financial Statements for FY2023.
The Audit Committee has given an Omnibus approval for related party
transactions and all the Related Party Transactions are placed before the Audit Committee
on a quarterly basis.
In compliance with Section 188(1) of the Act read with the clause (h)
of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts)
Rules, 2014 as amended, and the Company's policy on related party transaction all the
related party transactions were in the ordinary course of business and on arm's
length basis and the Company has not entered into any material contracts or arrangement or
transactions which are not at arm's length basis.
Considering the nature of related party transactions entered into by
the Company during FY 2022-23 the disclosure in Form AOC 2 pursuant to clause (h) of sub
section (3) of Section 134 of the Act read with Rule 8(2) of the Companies (Accounts)
Rules 2014 is not applicable. A NIL statement is forming part of this Annual Report as
Annexure III.
The Company has a Board approved policy on the Related Party
Transactions which is hosted on the website of the Company and can be viewed at
https://d28c6jni2fmamz.cloudfront.net/ Related_Party_Transactions_Policy_ab744f2a20.pdf
ANNUAL RETURN
Pursuant to Section 92(3), read with Section 134(3)(a) of the Act the
Annual Return in Form MGT-7 as on March 31,2023 will be made available in the website of
the Company https://www.
starhealth.in/investors/companies-act-2013-disclosures/#annual-return
PARTICULARS OF LOANS RECEIVED FROM DIRECTORS AND/OR THEIR RELATIVES:
Your Company has not received any Loans from the Directors or their
relatives.
DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY
The company has a Risk Management Committee constituted by the Board
which regularly assesses the risk and takes suitable measures to mitigate the same.
The Chief Risk officer is responsible for identification, reporting and
monitoring the risks and reports to the Risk Management Committee.
Periodical meetings are held for taking suitable mitigatory actions.
There is no element of risk in the opinion of the Board that may threaten the existence of
the Company.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
In accordance with the provisions of the Act and IRDAI CG Guidelines
the Board has initially constituted Corporate Social Responsibility Committee ("the
Committee") on May 08, 2014 and the Committee was reconstituted by Board on May 23,
2021. The Company has formulated the Policy on Corporate Social Responsibility ("the
Policy") which sets out the framework guiding the Company's Corporate Social
Responsibility ("CSR") activities. The Policy also sets out the objective that
need to be adhered to while taking up and implementing CSR activities. The Policy is
hosted on the website of the Company and can be viewed at
https://d28c6jni2fmamz.cloudfront.net/Corporate_Social_
Responsibility_Policy_ea3c53aa5e.pdf Since the Company has incurred losses for two
preceding financial years (FY) FY 22 and FY 21 2% Average Net Profit / (loss) of the
Company made during three immediately preceding financial years was H(812.08) Crore.
In view of the above the obligation to create CSR Corpus for incurring
the CSR Expenditure and preparation of Annual plan for FY 23 did not arise.
However during FY 23, considering the on-going projects and other
individual non-ongoing projects undertaken by the Company during the preceding years, the
company on a voluntary basis has created CSR budget aggregating to H1.61 Crore and the
Company has spent the same for FY23.
The company has incurred H1.16 crore towards its ongoing projects and
H0.51 core towards other individual non-going projects.
The Composition of the Committee, the Report on the CSR Activities
undertaken by the Company during FY 23 is forming part of this Annual Report as Annexure
IV.
COMPLIANCE WITH SECRETARIAL STANDARDS:
The Company has generally complied with applicable Secretarial
Standards i.e. SS-1 and SS-2, issued by the Institute of Company Secretaries of India,
with respect to Meetings of Board and its Committees and General Meetings respectively.
APPLICATION / PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY
CODE, 2016
There are no applications or proceedings filed or pending under the
Insolvency and Bankruptcy Code 2016 that would impact the operations of the Company.
THE 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.
During the year the Company has not done any one time settlement nor
availed any loans from Banks or Financial Institutions.
MANAGEMENT REPORT
In accordance with Part IV, Schedule B of the Insurance Regulatory and
Development Authority of India (Preparation of Financial statements and Auditor's
Report of Insurance Companies) Regulations 2002, the Management Report forms a part of the
financial statements.
DISCLOSURES RELATED TO REMUNERATION TO DIRECTORS, KEY MANAGERIAL
PERSONNEL AND OTHER EMPLOYEES
The information required under Section 197 of the Act read with Rule 5
of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is
forming part of this Annual Report as Annexure V
DETAILSOFREMUNERATIONOFKEYMANAGERIAL PERSONNEL
A. Remuneration to Chairman & CEO and Managing Directors H ( in
Crore)
Name |
Venkatasamy Jagannathan |
Subbarayan Prakash |
Shankar Roy Anand |
Designation |
Chairman & CEO |
Managing Director |
Managing Director |
Basic |
2.00 |
3.18 |
3.14 |
House rent allowance |
0.49 |
2.10 |
2.07 |
Transport allowance |
- |
0.00 |
0.00 |
Medical allowance |
- |
0.00 |
0.00 |
Other allowance |
- |
0.08 |
0.05 |
Special allowance |
- |
- |
- |
Earned Salary (Gross) |
2.49 |
5.37 |
5.28 |
PF Employer |
0.01 |
0.13 |
0.15 |
Cost to Company |
2.50 |
5.50 |
5.43 |
Bonus |
- |
1.55 |
1.55 |
Loan Perquisite |
- |
- |
- |
Incentive |
- |
- |
- |
Wear and Tear |
- |
- |
- |
Goodwill |
- |
- |
- |
Leave travel allowance |
- |
0.02 |
- |
Vehicle maintenance |
- |
- |
- |
Driver remuneration |
- |
0.06 |
0.06 |
Conveyance |
- |
- |
0.06 |
Domiciliary |
- |
- |
- |
Medical Reimbursement |
0.06 |
- |
- |
PF Employer over 7.5 Lakhs |
- |
- |
- |
PF Employer over 7.5 Lakhs |
|
|
|
Others |
- |
0.00 |
0.00 |
B. Remuneration to KMP's
Name |
K C Kumar |
Sundaresan.S |
Harikrishnan K |
Gajapathy A G |
P.M. Nair |
Chandrasekhar Dwivedi |
Jayaprakash.V |
Aneesh Srivastava |
Sriharsha Anant Achar |
Kapil Punwani |
Nilesh Ashok Kambli |
Jayashree Sethuraman |
Designation |
Senior Executive Director |
Senior Executive Director |
Senior Executive Director |
Senior Executive Director |
Senior Executive Director |
Vice President Appointed
Actuary |
Senior Executive Director
Chief Compliance Officer |
Chief Investment Officer |
Chief Human Resource
Officer |
Chief Risk Officer |
Chief Financial Officer |
Company Secretary &
Compliance Officer |
Department |
Human Resource |
Claims |
Marketing |
Claims |
Vigilance |
Actuarial |
Compliance |
Investment |
Human Resource |
Underwriting |
Finance & Accounts |
Secretarial |
Basic |
0.40 |
0.54 |
0.41 |
0.27 |
0.96 |
0.53 |
0.49 |
0.68 |
0.46 |
0.25 |
0.72 |
0.08 |
House rent allowance |
0.20 |
0.27 |
0.21 |
0.13 |
- |
0.26 |
0.24 |
0.34 |
0.23 |
0.13 |
0.36 |
0.04 |
Transport allowance |
0.01 |
0.01 |
0.01 |
0.01 |
- |
0.01 |
0.01 |
0.01 |
0.01 |
0.01 |
0.01 |
0.01 |
Medical allowance |
0.00 |
0.00 |
0.00 |
0.00 |
- |
0.00 |
0.00 |
0.00 |
0.00 |
0.00 |
0.00 |
0.00 |
Other allowance |
0.32 |
0.07 |
0.28 |
0.14 |
- |
0.44 |
0.13 |
0.57 |
0.32 |
0.19 |
0.61 |
0.06 |
Special allowance |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
National Pension Scheme |
- |
- |
- |
- |
- |
- |
- |
- |
0.05 |
- |
- |
- |
Earned Salary (Gross) |
0.93 |
0.89 |
0.91 |
0.56 |
0.96 |
1.24 |
0.87 |
1.60 |
1.07 |
0.59 |
1.70 |
0.18 |
PF Employer |
0.01 |
0.07 |
0.01 |
0.03 |
- |
0.05 |
0.06 |
0.07 |
0.06 |
0.03 |
0.07 |
0.00 |
Gratuity |
- |
- |
- |
0.01 |
- |
0.03 |
- |
0.03 |
0.02 |
0.01 |
0.03 |
0.00 |
Cost to Company |
0.94 |
0.96 |
0.92 |
0.60 |
0.96 |
1.32 |
0.94 |
1.70 |
1.15 |
0.63 |
1.80 |
0.19 |
Business Promotion
Corporate Office |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
Conveyance |
0.01 |
- |
0.02 |
0.00 |
- |
0.02 |
- |
- |
- |
- |
- |
- |
Domiciliary |
0.02 |
0.02 |
0.01 |
0.02 |
0.00 |
- |
0.00 |
- |
0.01 |
- |
- |
- |
Goodwill Gesture |
- |
0.46 |
- |
- |
- |
- |
0.37 |
- |
- |
- |
- |
- |
Incentive / Exgratia |
1.61 |
0.35 |
0.51 |
0.20 |
0.35 |
0.42 |
0.50 |
0.35 |
0.16 |
- |
0.45 |
- |
Leave Travelling Allowance |
0.02 |
- |
- |
0.02 |
- |
- |
- |
- |
- |
- |
- |
- |
Driver remuneration |
0.04 |
0.04 |
0.04 |
0.00 |
0.04 |
0.03 |
0.04 |
- |
0.03 |
- |
- |
- |
Rent Reimbursement |
0.02 |
- |
- |
- |
- |
0.06 |
- |
- |
- |
- |
0.13 |
- |
Vehicle Maintenance Special |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
Wear and Tear Allowance |
0.02 |
0.02 |
0.05 |
0.02 |
0.07 |
0.04 |
0.06 |
- |
0.03 |
0.03 |
- |
- |
Bonus |
0.00 |
0.00 |
0.00 |
0.00 |
0.00 |
0.00 |
0.00 |
0.00 |
0.00 |
- |
0.00 |
0.00 |
Total Gross Income |
2.66 |
1.84 |
1.55 |
0.86 |
1.42 |
1.88 |
1.91 |
2.05 |
1.39 |
0.66 |
2.38 |
0.19 |
EMPLOYEE STOCK OPTIONS
The Board of Directors and the Members of the Company vide their
meetings dated August 6, 2019 had approved the ESOP- 2019 for issuance and allotment of
24,005,326 (Two crore, Forty Lakh, Five thousand, Three Hundred and Twenty Six) equity
shares under the said scheme, out of which 2,37,73,461 options were granted till FY 23 to
the employees.
Further the Board of Directors and the Members vide their meeting dated
November 11, 2021 have approved the ESOP- 2021 for issuance and allotment of 25,00,000
(Twenty Five Lakhs) equity shares to Venkatasamy Jagannathan ,the Chairman & CEO under
the said scheme and the same was granted to him on November 12,2021.
The details of options under the two Schemes are as under:
Particulars ESOP- 2019 ESOP- 2021
(a) Options granted (Net) 2,37,73,461 25,00,000 (b) Options vested
1,11,56,446 Nil (c) Options exercised 96,19,300 Nil (d) The total number of shares arising
as a result 96,19,300 Nil of exercise of option (e) Options lapsed 8,85,700 Nil
(f ) The exercise price H142.43, H488.96, H528.53 H10.00/-and Fair
Market Value (g) Variation of terms of options Nil Nil (h) Money realized by exercise of
options H1,43,24,52,299 Nil (i) Total number of options in force 2,37,73,461 25,00,000 (j)
Employee wise details of options granted to
(i) Key managerial personnel
KMP |
Options Granted |
KMP |
Options Granted |
Subbarayan Prakash |
33,60,746 |
Venkatasamy Jagannathan |
25,00,000 |
Shankar Roy Anand |
33,60,746 |
|
|
Nilesh Ashok Kambli |
12,00,267 |
|
|
Aneesh Srivastava |
7,20,160 |
|
|
Sriharsha Anant Achar |
1,00,000 |
|
|
Kapil Punwani |
1,00,000 |
|
|
Chandrasekhar Dwivedi |
70,000 |
|
|
Jayashree Sethuraman |
20,000 |
|
|
Sundaresan.S |
10,000 |
|
|
Jayaprakash.V |
10,000 |
|
|
P M Nair |
10,000 |
|
|
A G Gajapathy |
7,500 |
|
|
K C Kumar |
7,500 |
|
|
K Harikrishnan |
7,500 |
|
|
(ii) |
Any other employee who
receives a grant of options in any one year of option amounting to five percent or more of
options granted during that year. |
Nil |
Nil |
(iii) |
Identified employees who
were granted option, during any one year, equal to or exceeding one percent of the issued
capital (excluding outstanding warrants and conversions) of the company at the time of
grant; |
Nil |
Nil |
DETAILS OF SWEAT EQUITY SHARES ISSUED
The Company has not issued any Sweat Equity Shares during the year
under review.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to provisions of the Companies Act 2013 and in accordance with
Insurance Act, 1938, with respect to Directors' Responsibility statement, it is
hereby confirmed that: a) in the preparation of the Annual Accounts for the year ended
March 31,2023 the applicable Accounting Standards have been followed; b) appropriate
accounting policies have been selected and applied consistently and such judgments and
estimates that are reasonable and prudent have been made so as to give a true and fair
view of the state of affairs of the Company as at the end of the financial year ended
March 31, 2023 and of the loss of the Company for the financial year ended March 31, 2023.
c) proper and sufficient care has been taken for the maintenance of adequate accounting
records in accordance with the provisions of the Companies Act, 2013, for safeguarding the
assets of the Company and for preventing and detecting fraud and other irregularities; d)
the financial statements have been prepared on a going concern' basis; e)
internal financial controls had been laid down to be followed by the company and that such
internal financial controls are adequate and were operating effectively. f ) proper
systems are devised to ensure compliance with the provisions of all applicable laws and
such systems are adequate and operating effectively.
BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT
Pursuant to Regulation 34(2)(f ) of the SEBI Listing Regulations read
with SEBI Circular dated May 10, 2021, the top 1000 listed companies (by market
capitalisation) shall adopt the Business Responsibility and Sustainability Report
("BRSR"). Accordingly the Company has adopted the report on BRSR for FY 23 is
hosted on the website at https://www.starhealth.in/investors/sebi-equity-disclosures/ and
is forming part of this Annual Report as
Annexure VI.
MANAGEMENT'S DISCUSSION AND ANALYSIS
In terms of the provisions of Regulation 34 of the SEBI Listing
Regulations , the Management's discussion and analysis is forming part of this Annual
Report.
ACKNOWLEDGEMENT
The Directors wish to thank the offcials and members of IRDAI for their
continued guidance and support to your Company. The support and co-operation extended by
all the shareholders and stake holders merit appreciation. The Directors express their
sincere appreciation to the employees of the Company at all levels for their hard work,
dedication and commitment.
The Directors also thank the Bankers, Corporate partners and customers
for their valued support to your Company.
For and on behalf of the Board
|
Venkataswamy.Jagannathan |
Place: Chennai |
Chairman &CEO |
Date: April 28,2023 |
DIN: 01196055 |