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ICICI Lombard General Insurance Company Ltd.

BSE: 540716 Sector: Financials
NSE: ICICIGI ISIN Code: INE765G01017
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NSE 00:00 | 06 Dec 1419.40 -30.00
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OPEN 1449.80
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VOLUME 10176
52-Week high 1674.00
52-Week low 1295.00
P/E 53.50
Mkt Cap.(Rs cr) 69,570
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 1449.80
CLOSE 1449.10
VOLUME 10176
52-Week high 1674.00
52-Week low 1295.00
P/E 53.50
Mkt Cap.(Rs cr) 69,570
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

ICICI Lombard General Insurance Company Ltd. (ICICIGI) - Director Report

Company director report

To the Members

Your Directors have pleasure in presenting the Company's TwentyFirst Annual Report on business and operations along with the audited financial statementsfor the financial year ended March 31 2021.

INDUSTRY OVERVIEW

The Gross Direct Premium Income ("GDPI") of the industry grewfrom Rs. 1893.02 billion in FY2020 to Rs. 1987.35 billion in FY2021 a growth of 5.2%.The Company's GDPI increased from ? 133.13 billion in FY2020 to Rs. 140.03 billion inFY2021 a growth of 5.2%. The Company led the private players (including standalone healthinsurers) in the general insurance sector with a market share of 14.3% and had an overallindustry market share of 7.0%. The Company is the 4th largest player in thegeneral insurance sector at March 31 2021 (Source: IRDAI and GI Council Report).

FINANCIAL HIGHLIGHTS

The financial performance of the Company for FY2021 vis-a-vis FY2020 issummarised in the following table:

(Rs. billion)
Particulars FY2020 FY2021
Gross written premium 135.92 143.20
Earned premium 94.04 100.14
Income from Investments 18.47 21.96
Profit before tax 16.97 19.54
Profit after tax 11.94 14.73
EPS- Basic (Rs.) 26.27 32.41
EPS- Diluted (Rs.) 26.19 32.27

APPROPRIATIONS

The profit after tax for the year ended March 31 2021 is Rs. 14.73billion. The profit available for appropriation is Rs. 55.18 billion after taking intoaccount the balance of profit of ? 40.45 billion brought forward from the previous year.

The Insurance Regulatory and Development Authority of India("IRDAI") had vide its circular dated April 24 2020 urged insurers to take aconscious call to refrain from dividend pay-outs from profits pertaining to the financialyear ending March 31 2020 till further instructions. Consequently the Board after dueconsideration of IRDAI circular dated April 24 2020 did not propose any final dividendfor the financial year ended March 31 2020.

Further IRDAI vide its circular dated February 25 2021 had withdrawnthe applicability of aforesaid circular dated April 24 2020 with immediate effect andrequested insurer to take conscious call in the matter of declaring dividends for FY2021considering the capital solvency and liquidity positions of the Company.

In view of IRDAI circular dated February 25 2021 the Company haddeclared and paid ? 4.00 per equity share as an interim dividend for FY2021 aggregating to? 1.82 billion.

The Board of Directors of the Company at their meeting held on April17 2021 had recommended a final dividend of Rs. 4.00 per equity share for FY2021 to theMembers of the Company for their approval.

SCHEME OF ARRANGEMENT WITH BHARTI AXA GENERAL INSURANCE COMPANY LIMITED

The Board of Directors of the Company at their meeting held on August21 2020 had approved the scheme of arrangement amongst Bharti AXA General InsuranceCompany Limited ("Bharti AXA") and the Company and their respective shareholdersand creditors ("the Scheme"). The Scheme provides inter alia for the demergerof the general insurance business of Bharti AXA into the Company as a going concern witheffect from the Appointed date i.e. April 1 2020 and as consideration for the demergerthe Company will issue 35756194 equity shares of the Company to the shareholders of theBharti AXA as on record date i.e. August 21 2020 once the Scheme becomes effective.

The Scheme is subject to inter alia applicable statutory andregulatory approvals including from IRDAI Competition Commission of India StockExchanges Securities and Exchange Board of India ("SEBI") members of thecompanies involved in the Scheme and Mumbai Bench of Hon'ble National Company LawTribunal ("NCLT") and will take effect once the final approval is received fromIRDAI in accordance with the Insurance Act 1938 read with the Insurance Regulatory andDevelopment Authority (Scheme of Amalgamation and Transfer of General Insurance Business)Regulations 2011.

During the year the Company has received approval from (a) CompetitionCommission of India; (b) an inprinciple approval from IRDAI under Section 35 to 37 of theInsurance Act 1938 read with Insurance Regulatory and Development Authority (Scheme ofAmalgamation and Transfer of General Insurance Business) Regulations 2011; (c)Observation letters issued by BSE Limited ("BSE") and National Stock Exchange ofIndia Limited ("NSE") enabling the Company to file the draft Scheme with NCLT.Further NCLT vide its order dated December 18 2020 had inter alia directed the Companyto convene the meeting of its equity shareholders to consider and approve the Scheme. Theequity shareholders of the Company at its meeting held on February 23 2021 had approvedthe Scheme.

Subsequently the Company and Bharti AXA had filed an application underSections 230-232 and other applicable provisions of the Companies Act 2013 ("theAct") before the NCLT for sanctioning of the Scheme. NCLT vide its order dated May13 2021 had sanctioned the Scheme. Pursuant to the provisions of Regulation 8 ofInsurance Regulatory and Development Authority (Scheme of Amalgamation and Transfer ofGeneral Insurance Business) Regulations 2011 the Scheme is also required to be approvedby IRDAI and will be effective from the date specified by IRDAI in its final approval. Thefinal approval of IRDAI is awaited as on the date of this Report.

SECRETARIAL STANDARDS

During FY2021 the Company is in compliance with all the applicableSecretarial Standards issued by the Institute of Company Secretaries of India with respectto Board Committees and General Meetings. The same has also been confirmed by theSecretarial Auditor of the Company. The Company has also devised necessary systems toensure compliance with the provisions.

SHARE CAPITAL

The issued and paid-up equity share capital of the Company as on March31 2021 is ? 4.54 billion. The net worth of the Company increased from ? 61.34 billion atMarch 31 2020 to ? 74.35 billion at March 31 2021. The solvency position of the Companyat March 31 2021 was 2.90 times as against minimum of 1.50 times prescribed by IRDAI.

NON-CONVERTIBLE DEBENTURES

As at March 31 2021 the Company's outstanding NonConvertibleDebentures (NCDs) stood at ? 4.85 billion consisting of 4850 Unsecured SubordinatedFully Paid- up Listed Redeemable Non-convertible Debentures of the face value of ?1000000 each with an interest rate of 8.25% per annum. The NCDs are listed on thewholesale debt market segment of BSE and NSE.

The Company has been regular in its payment obligations towards NCDs.

PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS

The provisions of Section 186(4) of the Act requiring disclosure in thefinancial statements of the full particulars of the loans given investment made orguarantee given or security provided and the purpose for which the loan or guarantee orsecurity is proposed to be utilized by the recipient of the loan or guarantee or securityis not applicable to the Company.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS OF THE COMPANY AND ITS FUTURE OPERATIONS

There are no significant and/or material orders passed by theRegulators or Courts or Tribunals impacting the going concern status and future operationsof the Company.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of the Company as at March 31 2021 consist of eleven (11)Directors out of which six (6) are Nonexecutive Independent Directors two (2) areNonexecutive Non-independent Directors and remaining three (3) are Whole-time Directorsincluding Managing Director & Chief Executive Officer. Lalita D. Gupte is aNon-executive Chairperson of the Company.

None of the Directors of the Company are disqualified from beingappointed as Directors as specified in Section 164(2) of the Act. Further all theDirectors of the Company have confirmed that they fulfill the criteria of ‘fit andproper' as laid down under Guidelines for Corporate Governance for insurers in Indiaissued by IRDAI ("IRDAI CG Guidelines").

Re-appointment of Board of Directors during the year are as follows:

Name of Director Appointment / Resignation With effect from
Sanjeev Mantri* Re-appointment May 2 2020
Alok Kumar Agarwal5 Re-appointment January 19 2021

* Sanjeev Mantri (DIN: 07192264) was re-appointed as a Whole-timeDirector designated as Executive Director- Retail of the Company for a period of five (5)years upto May 1 2025.

$ Alok Kumar Agarwal (DIN: 03434304) was reappointed as a Whole-timeDirector designated as Executive Director-Wholesale of the Company for a period of five(5) years or till the date of his retirement whichever is earlier.

Further the Board of Directors at their meeting held on January 192021 approved re-appointment of following Non-executive Independent Directors of theCompany:

Name of Director Appointment / Resignation With effect from
Uday Chitale1 Re-appointment April 19 2021
Suresh Kumar2 Re-appointment June 12021
Ved Prakash Chaturvedi3 Re-appointment July 13 2021

 

1 Re-appointment of Uday Chitale (DIN: 00494479) asNon-executive Independent Director of the Company for a second term of 5 (five)consecutive years upto April 18 2026.

 

2 Re-appointment of Suresh Kumar (DIN: 00494479) asNon-executive Independent Director of the Company for a second term of 5 (five)consecutive years upto May 31 2026.

 

3 Re-appointment of Ved Prakash Chaturvedi (DIN: 00030839) asNon-executive Independent Director of the Company for a second term of 5 (five)consecutive years upto July 12 2026.

The aforesaid re-appointments were subsequently approved by the Membersof the Company on April 9 2021 by special resolution passed through Postal Ballot.

In the opinion of the Board Uday Chitale Suresh Kumar and Ved PrakashChaturvedi has necessary integrity expertise and experience (including proficiency)required for re-appointment as an Independent Director of the Company.

The Members of the Company approved appointment of Murali Sivaraman(DIN: 01461231) as a Non-executive Independent Director for a period of five (5)consecutive years with effect from January 17 2020 upto January 16 2025 in 20thAnnual General Meeting ("AGM") held on August 13 2020.

Pursuant to the provisions of Section 203 of the Act the KeyManagerial Personnel ("KMP") of the Company as on March 31 2021 are as below:

1.Bhargav Dasgupta Managing Director & CEO
2.Alok Kumar Agarwal Whole-time Director designated as Executive Director - Wholesale
3.Sanjeev Mantri Whole-time Director designated as Executive Director - Retail
4.Gopal Balachandran Chief Financial Officer & Chief Risk Officer
5.Vikas Mehra Company Secretary

In accordance with IRDAI CG Guidelines the Company has following KeyManagement Persons other than afore-mentioned KMPs:

1.Girish Nayak Chief - Service Operations and Technology
2.Sanjay Datta Chief - Underwriting Reinsurance and Claims
3.Lokanath Kar Chief - Legal & Compliance Officer
4.Jerry Jose Head - Human Resources
5.Vinod Mahajan Chief - Investment Officer
6.Prasun Sarkar Appointed Actuary

Common Directorships

Section 48A of the Insurance Act 1938 necessitates an approval ofIRDAI for continuation of common directorships between insurance companies and insuranceagent or insurance intermediaries. In view of the same the Company has four Directorsfalling within the criteria of Common Directorship viz. Uday Chitale Ashvin ParekhSandeep Batra and Vishakha Mulye.

Pursuant to the aforesaid provisions the Company has made anapplication to IRDAI seeking continuation of directorships of Uday Chitale (due to hisre-appointment for a second term of five (5) consecutive years as NonexecutiveIndependent Director of the Company) having common directorship with ICICI Bank Limited(being corporate agent of the Company). The approval from IRDAI is awaited. The Companyhad already received approval from IRDAI for continuation of appointment of Ashvin Parekhas common Director on the Board of ICICI Securities Limited and for Sandeep Batra andVishakha Mulye as common Directors on the Board of ICICI Bank Limited.

Independent Directors

All Independent Directors of the Company have given declarations thatthey meet the criteria of independence as laid down under Section 149(6) & (7) of theAct the Companies (Appointment and Qualification of Directors) Rules 2014 as amendedfrom time to time and Regulation 16(1)(b) of the Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 ("ListingRegulations"). All the Independent Directors have also confirmed that they havecomplied with Schedule IV of the Act and the Company's Employees Code of Conduct.

Retirement by rotation

In terms of Section 152 of the Act Vishakha Mulye NonexecutiveNon-independent Director (DIN: 00203578) would retire by rotation at the forthcoming AGMand being eligible for re-appointment she has offered herself for re-appointment. Aresolution seeking Members' approval for her re-appointment forms part of the AGMNotice.

Performance Evaluation of Directors Chairperson Board and itsCommittees

Pursuant to the provisions of the Act IRDAI CG Guidelines and ListingRegulations an annual performance evaluation had been carried out of Board as a whole andthat of its Committees and of its individual Directors both Executive and Non-executiveincluding Independent Directors and of its Chairperson. The manner in which the evaluationhas been carried out has been explained in the Corporate Governance Report.

Criteria for appointment of Director and Key Managerial Personnel

The Company has Board approved criteria for appointment of a DirectorKey Managerial Personnel and Officials who may be appointed in senior management("Criteria for appointment of senior management personnel") in compliance withthe requirements prescribed. The Criteria for appointment of senior management personnelis hosted on the website of the Company and can be viewed athttps://www.icicilombard.com/docs/defaultsource/policies-of-the-company/criteria-for-appointment-of-a-director-key-managerial-personnel-and-officials-who-may-be-appointed-in-senior-management.pdf

The Company has also in place the Policy on appointment andcompensation of employees and framework for remuneration to Non-executive Directors of theCompany and the same is available on the website of the Company and can be viewed athttps://www.icicilombard.com/docs/defaultsource/shareholding-pattern/remuneration-policy-of-icici- lombard.pdf

Deposits

During the year under review the Company has not accepted any depositsunder Section 73 of the Act.

AUDITORS

Statutory Auditors

IRDAI vide its circular dated May 18 2016 had issued CorporateGovernance Guidelines wherein criteria for appointment of statutory auditors of insurancecompanies were prescribed which are aligned with the provisions of the Act.

The Members of the Company at its Eighteenth AGM held on July 12 2018had approved re-appointment of Chaturvedi & Co. Chartered Accountants as the JointStatutory Auditors of the Company for a second term of five (5) years till the conclusionof Twenty-third AGM. The Members of the Company at the same AGM also approvedre-appointment of PKF Sridhar & Santhanam LLP Chartered Accountants as the JointStatutory Auditors of the Company till conclusion of twenty-first AGM i.e. for a balancethree (3) years out of first term of five (5) years.

Their appointment was subject to ratification by the Members at everysubsequent AGM held after the AGM held on July 12 2018. Pursuant to the amendments madeto Section 139 of the Act by the Companies (Amendment) Act 2017 effective from May 72018 the requirement of seeking ratification by the Members for the appointment of theStatutory Auditors has been withdrawn. In view of the above ratification by the Membersfor continuance of their appointment at this AGM is not being sought.

The present term of office of PKF Sridhar & Santhanam

LLP Chartered Accountants one of Joint Statutory Auditors of theCompany expires at the conclusion of this AGM however they are eligible forre-appointment. The re-appointment of PKF Sridhar & Santhanam LLP CharteredAccountants as approved by the Board of Directors of the Company based on therecommendation of the Audit Committee is proposed for a second term of five (5)consecutive years i.e. from the conclusion of the Twenty First AGM upto the conclusion ofthe Twenty Sixth AGM.

PKF Sridhar & Santhanam LLP Chartered Accountants have confirmedtheir eligibility under Section 141 of the Act and the rules framed thereunder and IRDAICG Guidelines for re-appointment as one of the Joint Statutory Auditors of the Company. Aresolution seeking Members' approval for their re-appointment as one of the JointStatutory Auditors of the Company forms part of the AGM Notice. Also a resolution seekingapproval of the Members for the remuneration proposed to be paid for FY2022 to the JointStatutory Auditors of the Company forms part of the AGM Notice.

Chaturvedi & Co. Chartered Accountants have given a confirmationto the effect that they are eligible to continue with their appointment and that they havenot been disqualified in any manner from continuing as Joint Statutory Auditors of theCompany.

The remuneration payable to the Joint Statutory Auditors for FY2021has been determined by the Board of Directors of the Company in their meeting held on May2 2020 based on the recommendation of the Audit Committee of the Company. During FY2021the Company has paid ? 10.7 million each plus reimbursement of all out-of-pocket expensesand applicable tax(es) thereon to the Joint Statutory Auditors of the Company forstatutory audit including issuance of report on Corporate Governance and Internal controlover financial reporting. The Company has also paid tax audit fees of ? 1.5 million to PKFSridhar & Santhanam LLP for FY2021.

The Board of Directors of the Company in their meeting held on August21 2020 based on the recommendation of Audit Committee have approved availing ofadditional services in the form of certifications from Joint Statutory Auditors of theCompany. Further the Board of Directors based on the recommendation of Audit Committee onFebruary 9 2021 have approved availing of additional services from Joint StatutoryAuditors of the Company for the purpose of audit of financial statements for FY2021 ofDemerged Undertaking as defined in the Scheme (upon the Scheme becoming effective) at aremuneration of ? 3.5 million each plus reimbursement of all out-of pocket expenses andapplicable tax(es) thereon.

The details of other fees paid to Joint Statutory Auditors of theCompany are disclosed under Note No. 5.2.23 of the Notes to Financial Statements forFY2021.

Statutory Auditor's Report

There is no qualification reservation adverse remark or disclaimermade by the Joint Statutory Auditors in their report.

Secretarial Auditor

Pursuant to provisions of Section 204 of the Act the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 and ListingRegulations the Company had appointed Dholakia & Associates LLP a firm of practisingcompany secretaries to conduct the secretarial audit of the Company for FY2021. TheSecretarial Audit Report forms part of this report as Annexure A. There are noqualifications reservation or adverse remark or disclaimer made by the secretarialauditor in the report save and except disclaimer made by them in discharge of theirprofessional obligation.

Reporting of Frauds by Auditors

During the year under review there were no instances of fraud reportedby the statutory auditors and secretarial auditor under Section 143(12) of the Act to theAudit Committee or the Board of Directors of the Company.

Maintenance of Cost Records

Being an Insurance Company the Company is not required to maintaincost records as specified by the central government under Section 148(1) of the Act.

Particulars of Employees

The statement containing particulars of employees as required underSection 197 read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 forms part of this report as Annexure B.

The statement containing particulars of employees as required underSection 197 read with Rule 5(2) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 forms part of this report. Pursuant to the provisions ofSection 136 of the Act the Directors' Report is being sent to the Members of theCompany excluding the aforesaid statement. Any Member interested in obtaining a copy ofthe statement may write to the Company Secretary at the registered office of the Company.

RELATED PARTY TRANSACTIONS

The Company undertakes various transactions with related parties in theordinary course of business pursuant to the Policy on Related Party Transactions approvedby the Board of Directors of the Company.

The transactions entered into by the Company with related partiesduring FY2021 were in the ordinary course of business and on an arm's length basisas defined under the Act. The details of related party transactions are disclosed underNote No. 5.2.12 of the Notes to Financial Statements for FY2021.

All related party transactions are placed before the Audit Committee ona quarterly basis. The Policy on dealing with related party transactions has been hostedon the website of the Company and can be viewed athttps://www.icicilombard.com/docs/default-source/policies-of-the-company/policy-on-related-party- transactions.pdf

Particulars of Contracts or Arrangements with Related Parties

All the transactions with related parties were in the ordinary courseof business and on arm's length basis and there were no material contracts orarrangement or transactions entered with related parties during FY2021 and accordinglydisclosure in Form AOC-2 [pursuant to clause (h) of sub-section (3) of Section 134 of Actand Rule 8(2) of the Companies (Accounts) Rules 2014] is not applicable.

The above disclosure on material transactions are based on thethreshold of ten percent of turnover as defined in the Policy on Related PartyTransaction of the Company. Related party transactions are benchmarked for arm'slength & approved by the Audit Committee. Joint Statutory Auditors have issued anunmodified opinion on the Financial Statements which includes therein related partytransactions and related disclosures and the same have also been approved by the AuditCommittee.

ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act theAnnual Return in Form MGT-7 as on March 31 2021 has been hosted on the website of theCompany and can be viewed at https://www.icicilombard.com/docs/default-source/financial-information/anualreportfy2021.pdf

RISK MANAGEMENT FRAMEWORK

A statement indicating development and implementation of RiskManagement Framework including identification therein of elements of risk if any whichmay pose significant risk to the Company forms part of this Annual Report.

UPDATE ON COVID-19

The Company has provided details of Business Continuity Plan and theCrisis Management Strategy of the Company along with assessment of various risks arisingout of the COVID-19 pandemic and the corresponding measures to manage the same in thisAnnual Report.

DISCLOSURES AS PER THE SEXUAL HARASSEMENT OF WOMEN AT WORKPLACE(PREVENTION PROHIBITION AND REDRESSAL) ACT 2013

The Company has a Guidelines against Sexual Harassment at workplace anda formal process for dealing with complaints of harassment or discrimination. The saidGuidelines is in line with relevant Act passed by Parliament in 2013. The Company throughits Guidelines ensures that all such complaints are resolved within defined timelines.

Details of complaints are as follows:

Sr. No. Particulars No.
a. Number of complaints pending as on April 12020 0
b. Number of complaints filed during the financial year 2
c. Number of complaints disposed of during the financial year 2
d. Number of complaints pending as on March 312021 0

The Company is in compliance with the provisions relating to theconstitution of an Internal Complaints Committee under the Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013.

RURAL AND SOCIAL RESPONSIBILITY

As per the IRDAI (Obligations of Insurers to Rural and Social Sectors)Regulations 2015 the Company has issued 3354542 policies in rural areas and covered4798812 lives falling within the norms of social responsibility. The Company hascomplied with the obligations laid down by IRDAI.

DIVIDEND AND DIVIDEND DISTRIBUTION POLICY

The operations have resulted in a profit after tax of ? 14.73 billionfor the current year as compared to a profit after tax of ? 11.94 billion for the previousyear.

IRDAI vide its circular dated April 24 2020 stipulated that in viewof the emerging market conditions and to conserve capital with the insurance companies inthe interest of Policyholders and of the economy at large has urged insurers to refrainfrom dividend pay-out from profits pertaining to the financial year ended March 31 2020till further instructions.

Further IRDAI vide its circular dated February 25 2021 had withdrawnthe applicability of aforesaid circular dated April 24 2020 with immediate effect andrequested insurer to take cautious call in the matter of declaring dividends for FY2021considering the Company's capital solvency and liquidity positions.

In view of the aforesaid IRDAI Circular dated February 25 2021 andconsidering the stable capital solvency and liquidity positions of the Company the Boardof Directors of the Company declared and paid an interim dividend of ? 4.00 per equityshare for FY2021 as against an interim dividend declared and paid of ? 3.50 per equityshare for FY2020.

The Board of Directors of the Company at their meeting held on April17 2021 had recommended a final dividend of ? 4.00 per equity share for FY2021 to theMembers for their approval.

In terms of Regulation 43A of Listing Regulations the DividendDistribution Policy of the Company has been hosted on website of the Company and can beviewed at https://www.icicilombard.com/docs/default-source/policies-of-the-company/dividend-distribution- policy.pdf

UNPAID/UNCLAIMED DIVIDEND

Pursuant to Section 124 & 125 of the Act read with the InvestorEducation and Protection Fund (Accounting

Audit Transfer and Refund) Rules 2016 there were no amounts eligibleto be transferred to the Investor Education and Protection Fund. Accordingly the Companywas not required to transfer any unpaid / unclaimed dividend amount to the InvestorEducation and Protection Fund in FY2021.

CORPORATE SOCIAL RESPONSIBILITY

The Company has constituted Corporate Social Responsibility("CSR") Committee in accordance with the provisions of the Act. The CSRCommittee was constituted comprising of Members of the Board of Directors of the Company.The Committee presently consists of four (4) Directors with majority being NonexecutiveIndependent Directors. The CSR Policy of the Company and initiatives taken by the Companyon CSR during the year are in accordance with the Companies (Corporate SocialResponsibility Policy) Rules 2014 as amended. The Annual Report on CSR Activities of theCompany for FY2021 along with the summary of impact assessment reports is given inAnnexure C to this report.

CREDIT RATING

During the year the Company has maintained credit rating of "ICRAAAA/Stable" by ICRA Limited and "CRISIL AAA/Stable" by Crisil Limited forSubordinate Debt raised by the Company. This is the highest rating regarding safety andtimely servicing of financial obligations.

Further during the year SEBI vide its circular amended SEBI (CreditRating Agencies) Regulations 1999 which stated that a credit rating agency cannot offerclaims paying ability rating services. In view of the same ICRA Limited has withdrawn the"iAAA" rating assigned to the claims paying ability of the Company.

BUSINESS RESPONSIBILITY REPORT

In accordance with the Regulation 34(2)(f) of the Listing Regulationsthe Business Responsibility Report (BRR) has been hosted on the website of the Company andcan be viewed at https://www.icicilombard.com/docs/default-source/esg/business-responsibility-reporting-2021.pdf Any Member interested in obtaining acopy of the BRR may write to the Company Secretary at the registered office of theCompany.

INTEGRATED REPORT AND ENVIRONMENTAL SOCIAL AND GOVERNANCE REPORT

SEBI vide its Circular dated February 6 2017 had recommended the top500 listed entities to voluntarily adopt Integrated Report as per principles prescribed bythe International Integrated Reporting Council.

The Company has voluntarily adopted the principles and has prepared itsthird Integrated Report for FY2021 which forms part of this Annual Report.

The Company as a responsible corporate citizen is committed toenvironmental sustainability. The Company has adopted a Policy on Environment Management.The same has been hosted on the website of the Company and can be viewed at

https://www.icicilombard.com/docs/default-source/policies-of-the-company/policy-on-environment- management.pdf

Further the Company has hosted its Environmental Social andGovernance Report ("ESG Report") for FY2021 on its website and can be viewed athttps://www.icicilombard.com/docs/default- source/esg/se-intimation-esg-report-2021.pdf

INVESTOR RELATIONS

The Company continuously strives for excellence in its InvestorRelations engagement with International and Domestic investors. It believes in adoptingthe emerging best practices in Investor Relations and building a relationship of mutualunderstanding with investor/analysts.

The Managing Director & CEO Executive Directors Chief FinancialOfficer & Chief Risk Officer and other Senior Management members of the Companyparticipate in structured conference calls and periodic investor/analyst interactionsincluding one-on-one meeting investor conferences and quarterly earning calls. TheCompany conducted 220 meetings through digital mode with Indian and overseas investors andanalysts (excluding quarterly earnings calls) during the financial year.

The Company ensures that financial information of the Company isavailable to all the stakeholders by uploading it on the Company's website. Thefinancial information includes Financial Statements Press Releases InvestorPresentations Earning call transcripts and Annual Report etc.

MATERIAL EVENTS OCCURRED AFTER BALANCE SHEET DATE

There have been no material changes and commitments affecting thefinancial position of the Company between the end of the financial year of the Company towhich the balance sheet relates and the date of this report.

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