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ICICI Prudential Life Insurance Company Ltd.

BSE: 540133 Sector: Financials
NSE: ICICIPRULI ISIN Code: INE726G01019
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VOLUME 28381
52-Week high 537.50
52-Week low 221.95
P/E 54.85
Mkt Cap.(Rs cr) 58,757
Buy Price 408.20
Buy Qty 1.00
Sell Price 409.00
Sell Qty 29.00
OPEN 423.90
CLOSE 413.75
VOLUME 28381
52-Week high 537.50
52-Week low 221.95
P/E 54.85
Mkt Cap.(Rs cr) 58,757
Buy Price 408.20
Buy Qty 1.00
Sell Price 409.00
Sell Qty 29.00

ICICI Prudential Life Insurance Company Ltd. (ICICIPRULI) - Auditors Report

Company auditors report

To the Members of

ICICI Prudential Life Insurance Company Limited

REPORT ON THE AUDIT OF THE STANDALONE FINANCIAL STATEMENTS

opinion

We have audited the accompanying standalone financial statements of ICICI PrudentialLife insurance Company Limited (the "Company") which comprise the Balance Sheetas at 31 March 2020 the Revenue Account (also called the "Policyholders'Account" or the "Technical Account") the Profit and Loss Account (alsocalled the "Shareholders' Account" or the "Non-Technical Account") andthe Receipts and Payments Account for the year then ended and notes to standalonefinancial statements including a summary of significant accounting policies and otherexplanatory information.

in our opinion and to the best of our information and according to the explanationsgiven to us the aforesaid standalone financial statements give the information requiredin accordance with the insurance Act 1938 (the "insurance Act") the insuranceRegulatory and Development Authority Act 1999 (the "iRDA Act") the insuranceRegulatory and Development Authority (Preparation of Financial Statements and Auditors'Report of insurance Companies) Regulations 2002 (the "iRDA Financial

Statements Regulations") orders / directions / circulars issued by the insuranceRegulatory and Development Authority of india (the "iRDAi") and the CompaniesAct 2013 (the "Act") to the extent applicable in the manner so required andgive a true and fair view in conformity with the accounting principles generally acceptedin india including the Accounting Standards prescribed under section 133 of the Act tothe extent applicable of the state of affairs of the Company as at 31 March 2020 of itsnet surplus of its profit and of the receipts and payments for the year ended on thatdate.

BASIS FOR OPINION

We conducted our audit in accordance with the Standards on Auditing (SAs) specifiedunder section 143(10) of the Act. Our responsibilities under those Standards are furtherdescribed in the Auditor's Responsibilities for the Audit of the Standalone FinancialStatements section of our report. We are independent of the Company in accordance withthe Code of Ethics issued by the institute of Chartered Accountants of indiatogether with the ethical requirements that are relevant to our audit of the standalonefinancial statements under the provisions of the Act and the Rules thereunder and we havefulfilled our other ethical responsibilities in accordance with these requirements and theCode of Ethics. We believe that the audit evidence we have obtained is sufficient andappropriate to provide a basis for our opinion.

KEY AUDIT MATTERS

Key audit matters are those matters that in our professional judgement were of mostsignificance in our audit of the standalone financial statements of the current year.These matters were addressed in the context of our audit of the standalone financialstatements as a whole and in forming our opinion thereon and we do not provide aseparate opinion on these matters.

We have determined the matters below to be the key audit matters to be communicated inour report.

Information Technology (IT) systems

Key audit matter How our audit has addressed the key audit matter
The Company's key financial accounting and reporting processes such as Premium income Benefits paid investments amongst others are highly dependent on information systems including automated controls such that there exists a risk that gaps in the iT control environment could result in the financial accounting and reporting records being misstated. The Company uses several systems for its overall financial reporting process. Our key audit procedures with the involvement of our iT Specialists included but were not limited to the following:
• Understood the General IT Control (GITC) i.e. Access Controls Program/ System Change Program Development Computer Operations (i.e. Job Processing Data/System Backup incident Management) over key financial accounting and reporting systems and supporting control systems (referred to as in-scope systems);
Further the prevailing COViD-19 situation has caused the required iT applications to be made accessible to the employees on a remote basis. • Understood the IT infrastructure i.e. operating systems and databases supporting the in-scope systems and related data security controls in relation to large number of users working on the entity's systems remotely in the light of COViD-19;
We have identified 'information Technology systemsRsas a key audit matter because of the high level automation significant number of systems being used by the management the complexity of the iT architecture and the risks associated with remote access of key applications by a large population of employees at the year end.
• Tested the controls over the IT infrastructure covering user access (including privilege users) and system changes;
• Tested the General IT Controls for design and operating effectiveness for the audit period over the in-scope systems;
• Understood the application controls for the in- scope systems including segregation of duties key interfaces system generated reports reconciliations and system processing as determined by us during our risk assessment;
• Tested the application controls for design and operating effectiveness for the audit period; and
• Tested the controls to determine whether these controls remained unchanged during the audit period or were changed following the standard change management process.

Valuation of investments (31 March 2020: 1512561978 31 March 2019: 1590085424)(INR in Thousands)

Refer Schedule 88A and 8B of the standalone financial statements and refer schedule 16note 2.11 on accounting policy

Key audit matter How our audit has addressed the key audit matter
the Company's investment portfolio represents significant portion of the Company's total assets as at 31 March 2020. Our audit procedures for this area included but were not limited to the following:
the Company's investments are valued in accordance with its accounting policy which is in line with the insurance regulatory and development authority of india (investment) regulations 2016 (the "investment regulations") issued by insurance Regulatory and Development Authority of india and / or policies approved by Board of Directors of the Company which details the valuation methodology to be used for each class of investment. • Tested the design implementation and operating effectiveness of key controls over the valuation process including the Company's review and approval of the estimates and assumptions used for the valuation including key authorization and data input controls;
• For selected samples assessed appropriateness of the valuation methodologies with reference to investment Regulations issued by iRDAi and / or the Company's own Board approved valuation policies;
• For selected samples of listed investments performed independent price checks using external quoted prices and by agreeing the observable inputs that were used in the Company's valuation techniques to external data;
Further the prevailing COViD-19 situation has caused economic stress in various sectors and there may be investments where the operations of the investee companies may be adversely impacted resulting in a need for detailed valuation assessment in relation such investments.
• For other investments evaluated for selected samples the assessment and resulting conclusions by the Company in order to determine the reasonableness of the valuations recorded and impairments if any. This included an evaluation of the methodology and assumptions used with reference to the Company's policies; and
Valuation of investments was considered to be one of the areas which would require significant auditor attention and was one of the matter of most significance in the standalone financial statements due to the materiality of total value of investments to the standalone financial statements.
• Evaluated management's assessment on consideration of COVID-19 disruptions in determination of valuations / impairment.

information other than the standalone financial statements and auditors report thereon

The Company's management and Board of Directors are responsible for the otherinformation. The other information comprises the information included in the ManagementReport Director's Report Corporate Governance Management Discussion and Analysis andEnterprise Risk Management but does not include the standalone financial statements andour auditor's report thereon. these reports are expected to be made available to us afterthe date of this auditor's report.

our opinion on the standalone financial statements does not cover the other informationand we will not express any form of assurance conclusion thereon. in connection with ouraudit of the standalone financial statements our responsibility is to read the otherinformation identified above when it becomes available and in doing so consider whetherthe other information is materially inconsistent with the standalone financial statementsor our knowledge obtained in the audit or otherwise appears to be materially misstated.

when we read the other information if we conclude that there is a materialmisstatement therein we are required to communicate the matter to those charged withgovernance.

RESPONSIBILITIES OF MANAGEMENT AND THOSE CHARGED WITH GOVERNANCE FOR THE STANDALONEFINANCIAL STATEMENTS

The Company's management and Board of Directors are responsible for the matters statedin section 134(5) of the Act with respect to the preparation of these standalone financialstatements that give a true and fair view of the state of affairs net surplus/deficitprofit/loss and receipts and payments of the Company in accordance with the accountingprinciples generally accepted in india including the provisions of the insurance act theIRDA act the IRDA Financial statements Regulations and orders /directions / circularsissued by the IRDAI in this regard and accounting standards specified under section 133of the act to the extent applicable. this responsibility also includes maintenance ofadequate accounting records in accordance with the provisions of the act for safeguardingof the assets of the Company and for preventing and detecting frauds and otherirregularities; selection and application of appropriate accounting policies; makingjudgments and estimates that are reasonable and prudent; and design implementation andmaintenance of adequate internal financial controls that were operating effectively forensuring the accuracy and completeness of the accounting records relevant to thepreparation and presentation of the standalone financial statements that give a true andfair view and are free from material misstatement whether due to fraud or error.

In preparing the standalone financial statements management and Board of Directors areresponsible for assessing the Company's ability to continue as a going concerndisclosing as applicable matters related to going concern and using the going concernbasis of accounting unless management either intends to liquidate the Company or to ceaseoperations or has no realistic alternative but to do so.

those Board of directors are also responsible for overseeing the Company's financialreporting process.

AUDITOR'S RESPONSIBILITIES FOR THE AUDIT OF THE STANDALONE FINANCIAL STATEMENTS

our objectives are to obtain reasonable assurance about whether the standalonefinancial statements as a whole are free from material misstatement whether due to fraudor error and to issue an auditor's report that includes our opinion. Reasonable assuranceis a high level of assurance but is not a guarantee that an audit conducted in accordancewith sAs will always detect a material misstatement when it exists. Misstatements canarise from fraud or error and are considered material if individually or in theaggregate they could reasonably be expected to influence the economic decisions of userstaken on the basis of these standalone financial statements.

As part of an audit in accordance with sAs we exercise professional judgment andmaintain professional skepticism throughout the audit. we also:

• Identify and assess the risks of material misstatement of the standalonefinancial statements whether due to fraud or error design and perform audit proceduresresponsive to those risks and obtain audit evidence that is sufficient and appropriate toprovide a basis for our opinion. the risk of not detecting a material misstatementresulting from fraud is higher than for one resulting from error as fraud may involvecollusion forgery intentional omissions misrepresentations or the override of internalcontrol.

• Obtain an understanding of internal control relevant to the audit in order todesign audit procedures that are appropriate in the circumstances. under section 143(3)(i) of the Act we are also responsible for expressing our opinion on whether the Companyhas adequate internal financial controls with reference to the financial statements inplace and the operating effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and the reasonablenessof accounting estimates and related disclosures made by management.

• Conclude on the appropriateness of management's use of the going concern basisof accounting and based on the audit evidence obtained whether a material uncertaintyexists related to events or conditions that may cast significant doubt on the Company'sability to continue as a going concern. If we conclude that a material uncertainty existswe are required to draw attention in our auditor's report to the related disclosures inthe standalone financial statements or if such disclosures are inadequate to modify ouropinion. our conclusions are based on the audit evidence obtained up to the date of ourauditor's report. However future events or conditions may cause the Company to cease tocontinue as a going concern.

• Evaluate the overall presentation structure and content of the standalonefinancial statements including the disclosures and whether the standalone financialstatements represent the underlying transactions and events in a manner that achieves fairpresentation.

we communicate with those charged with governance regarding among other matters theplanned scope and timing of the audit and significant audit findings including anysignificant deficiencies in internal control that we identify during our audit.

we also provide those charged with governance with a statement that we have compliedwith relevant ethical requirements regarding independence and to communicate with themall relationships and other matters that may reasonably be thought to bear on ourindependence and where applicable related safeguards.

From the matters communicated with those charged with governance we determine thosematters that were of most significance in the audit of the standalone financial statementsof the current year and are therefore the key audit matters. we describe these matters inour auditor's report unless law or regulation precludes public disclosure about the matteror when in extremely rare circumstances we determine that a matter should not becommunicated in our report because the adverse consequences of doing so would reasonablybe expected to outweigh the public interest benefits of such communication.

OTHER MATTER

the actuarial valuation of liabilities for life policies in force and policies inrespect of which premium has been discontinued but liability exists as at 31 march 2020 isthe responsibility of the Company's Appointed Actuary (the "Appointed Actuary").the actuarial valuation of these liabilities for life policies in force and for policiesin respect of which premium has been discontinued but liability exists as at 31 March 2020has been duly certified by the Appointed Actuary and in her opinion the assumptions forsuch valuation are in accordance with the guidelines and norms issued by the IRDAI and theInstitute of Actuaries of India in concurrence with

the Authority. Accordingly we have relied upon the Appointed Actuary's certificate inthis regard for forming our opinion on the valuation of liabilities for life policies inforce and for policies in respect of which premium has been discontinued but liabilityexists in the standalone financial statements of the Company. our opinion is not modifiedin this respect of this matter.

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

1. As required by IRDA Financial statements Regulations we have issued a separatecertificate dated 25 April 2020 certifying the matters specified in paragraphs 3 and 4 ofschedule C to the IRDA Financial statements Regulations.

2. As required by the IRDA Financial statements Regulations read with section 143(3)of the Act we report that:

a) we have sought and obtained all the information and explanations which to the bestof our knowledge and belief were necessary for the purposes of our audit;

b) In our opinion proper books of account as required by law have been kept by theCompany so far as it appears from our examination of those books;

c) As the Company's financial accounting system is centralized no returns for thepurpose of our audit are prepared at the branches and other offices of the Company;

d) The Balance sheet the Revenue Account the profit and Loss Account and the Receiptsand payment Account dealt with by this Report are in agreement with the books of account;

e) In our opinion the aforesaid standalone financial statements comply with theAccounting standards prescribed under section 133 of the Act to the extent notinconsistent with the accounting principles prescribed in the IRDA Financial statementsRegulations and orders / directions / circulars issued by IRDAI in this regard;

f) In our opinion and to the best of our information and according to the explanationsgiven to us investments have been valued in accordance with the provisions of theInsurance Act the IRDA Financial statements Regulations and orders / directions /circulars issued by IRDAI in this regard;

g) In our opinion the accounting policies selected by the Company are appropriate andare in compliance with the Accounting standards specified under section 133 of the Act tothe extent they are not inconsistent with the accounting principles as prescribed in theIRDA Financial statements Regulations and orders / directions / circulars issued by theIRDAI in this regard;

h) on the basis of written representations received from the directors as on 31 March2020 taken on record by the Board of Directors none of the directors is disqualified ason 31 March 2020 from being appointed as a director in terms of section 164(2) of the Act;

i) with respect to the adequacy of the internal financial controls with reference tofinancial statements of the Company and the operating effectiveness of such controlsrefer to our separate Report in "Annexure A"; and

j) With respect to the other matters to be included in the Auditor's Report inaccordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014 in our opinionand to the best of our information and according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations on its financialposition in its standalone financial statements - Refer schedule 16 note 3.44 to thestandalone financial statements;

ii. The Company has made provision as required under the applicable law or accountingstandards for material foreseeable losses if any on long-term contracts. The Companydid not have any derivative contracts as at 31 March 2020 - Refer schedule 16 note 3.45 tothe standalone financial statements;

iii. There were no amounts which were required to be transferred to the InvestorEducation and Protection Fund by the Company during the year ended 31 March 2020; and

iv. The disclosures in the standalone financial statements regarding holdings as wellas dealings in specified bank notes is not applicable to the Company - Refer schedule 16note 3.48 to the standalone financial statements.

k) With respect to the matter to be included in the Auditor's Report under section197(16) in our opinion and according to the explanations given to us the remunerationpaid/ provided by the Company to its directors during the year is in accordance with theprovisions of section 197 of the Act read with section 34A of the Insurance Act. Theremuneration paid to any director is not in excess of the limit laid down under section197 of the Act read with section 34A of the Insurance Act. The Ministry of CorporateAffairs has not prescribed other details under section 197(16) which are required to becommented upon by us.

For B S R & Co. LLP For walker chandiok & co LLP
Chartered Accountants Chartered Accountants
ICAI Firm Registration No: 101248W/W-100022 ICAI Firm Registration No: 001076N/N500013
Sagar Lakhani Khushroo B. Panthaky
Partner Partner
Membership No: 111855 Membership No: 042423
UDIN: 20111855AAAADN9140 UDIN: 20042423AAAABZ8146
Place: Mumbai Place: Mumbai
Date: 25 April 2020 Date: 25 April 2020

Annexure A

TO THE INDEPENDENT AUDITOR'S REPORT ON THE STANDALONE FINANCIAL STATEMENTS OF ICICIPRUDENTIAL LIFE INSURANCE COMPANY LIMITED FOR THE YEAR ENDED 31 MARCH 2020

REPORT ON THE INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE AFORESAID STANDALONEFINANCIAL STATEMENTS UNDER CLAUSE (I) OF SUB-SECTION 3 OF SECTION 143 OF THE COMPANIESACT 2013

(Referred to in paragraph 2(i) under "Report on Other Legal and RegulatoryRequirements" section of our report of even date)

We have audited the internal financial controls with reference to the standalonefinancial statements of iCiCi Prudential Life insurance Company Limited (the"Company") as of 31 March 2020 in conjunction with our audit of the standalonefinancial statements of the Company for the year ended on that date.

RESPONSIBILITIES OF MANAGEMENT AND THOSE CHARGED WITH GOVERNANCE FOR INTERNAL FINANCIALCONTROLS

The Company's management and the Board of Directors are responsible for establishingand maintaining internal financial controls based on the internal financial controls withreference to standalone financial statements criteria established by the Companyconsidering the essential components of internal control stated in the Guidance Note onAudit of Internal Financial Controls Over Financial Reporting issued by the institute ofChartered Accountants of India (the "Guidance Note"). These responsibilitiesinclude the design implementation and maintenance of adequate internal financial controlsthat were operating effectively for ensuring the orderly and efficient conduct of itsbusiness including adherence to company's policies the safeguarding of its assets theprevention and detection of frauds and errors the accuracy and completeness of theaccounting records and the timely preparation of reliable financial information asrequired under the Companies Act 2013 (hereinafter referred to as the "Act").

AUDITOR'S RESPONSIBILITY

Our responsibility is to express an opinion on the Company's internal financialcontrols with reference to the standalone financial statements based on our audit. Weconducted our audit in accordance with the Guidance Note and the Standards on Auditingprescribed under section 143(10) of the Act to the extent applicable to an audit ofinternal financial controls with reference to standalone financial statements. Thosestandards and the Guidance Note require that we comply with ethical requirements and planand perform the audit to obtain reasonable assurance about whether adequate internalfinancial controls with reference to standalone financial statements were established andmaintained and whether such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy ofthe internal financial controls with reference to standalone financial statements andtheir operating effectiveness. Our audit of internal financial controls with reference tothe standalone financial statements included obtaining an understanding of such internalfinancial controls assessing the risk that a material weakness exists and testing andevaluating the design and operating effectiveness of internal control based on theassessed risk. The procedures selected depend on the auditor's judgement including theassessment of the risks of material misstatement of the standalone financial statementswhether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our audit opinion on the Company's internal financial controls withreference to the standalone financial statements.

MEANING OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO STANDALONE FINANCIALSTATEMENTS

A Company's internal financial controls with reference to standalone financialstatements is a process designed to provide reasonable assurance regarding the reliabilityof financial reporting and the preparation of financial statements for external purposesin accordance with generally accepted accounting principles.

A Company's internal financial controls with reference to standalone financialstatements include those policies and procedures that (1) pertain to the maintenance ofrecords that in reasonable detail accurately and fairly reflect the transactions anddispositions of the assets of the company; (2) provide reasonable assurance thattransactions are recorded as necessary to permit preparation of financial statements inaccordance with generally accepted accounting principles and that receipts andexpenditures of the company are being made only in accordance with authorisations ofmanagement and directors of the company; and (3) provide reasonable assurance regardingprevention or timely detection of unauthorised acquisition use or disposition of thecompany's assets that could have a material effect on the financial statements.

INHERENT LIMITATIONS OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO STANDALONEFINANCIAL STATEMENTS

Because of the inherent limitations of internal financial controls with reference tostandalone financial statements including the possibility of collusion or impropermanagement override of controls material misstatements due to error or fraud may occurand not be detected. Also projections of any evaluation of the internal financialcontrols with reference to standalone financial statements to future periods are subjectto the risk that the internal financial controls with reference to standalone financialstatements may become inadequate because of changes in conditions or that the degree ofcompliance with the policies or procedures may deteriorate.

OPINION

in our opinion the Company has in all material respects an adequate internalfinancial controls system with reference to the standalone financial statements and suchinternal financial controls were operating effectively as at 31 March 2020 based on theinternal controls with reference to standalone financial statements criteria establishedby the Company considering the essential components of internal control stated in theGuidance Note.

OTHER MATTER

The actuarial valuation of liabilities for life policies in force and policies inrespect of which premium has been discontinued but liability exists as at

31 march 2020 has been certified by the Appointed Actuary as per the iRDA Financialstatements Regulations and has been relied upon by us as mentioned in "othermatter" of our audit report on the standalone financial statements for the year ended31 March 2020. Accordingly our opinion on the internal financial controls with referenceto the standalone financial statements does not include reporting on the operatingeffectiveness of the management's internal controls over the valuation and accuracy of theaforesaid actuarial valuation. our opinion is not modified in respect of the above matter.

For B S R & Co. LLP For Walker Chandiok & Co LLP
Chartered Accountants Chartered Accountants
ICAI Firm Registration No: 101248W/W-100022 ICAI Firm Registration No: 001076N/N500013
Sagar Lakhani Khushroo B. Panthaky
Partner Partner
Membership No: 111855 Membership No: 042423
UDIN: 20111855AAAADN9140 UDIN: 20042423AAAABZ8146
Place: Mumbai Place: Mumbai
Date: 25 April 2020 Date: 25 April 2020

Independent Auditor's Certificate

Independent Auditor's Certificate referred to paragraph 1 under 'Report on Other Legaland Regulatory Requirements' forming part of the independent auditor's Report dated 25April 2020

To

The Members of

icici Prudential life insurance company limited

1. This certificate is issued in accordance with the terms of our engagement letterdated 22 July 2019 with iCiCi Prudential Life insurance Company Limited (the"Company").

2. This certificate is issued to comply with the provisions of paragraphs 3 and 4 ofSchedule C read with regulation 3 of the insurance Regulatory and Development Authority(Preparation of Financial Statements and Auditor's Report of insurance Companies)Regulations 2002 (the "iRDA Financial Statements Regulations").

management's responsibility

3. The Company's Board of Directors is responsible for complying with the provisions ofThe insurance Act 1938 (amended by the insurance Laws (Amendment) Act 2015) (the"insurance Act") the insurance Regulatory and Development Authority Act 1999(the "iRDA Act") the iRDA Financial Statements Regulations orders / directions/ circulars issued by the insurance Regulatory and Development Authority of india (the"iRDAi") which includes the preparation and maintenance of books of accounts andManagement Report. This includes collecting collating and validating data and designingimplementing and monitoring of internal controls suitable for ensuring the aforesaid andapplying an appropriate basis of preparation that are reasonable in the circumstances andproviding all relevant information to the iRDAi.

auditors' responsibility

4. Pursuant to the requirements of the iRDA Financial Statements Regulations it is ourresponsibility to obtain reasonable assurance and form an opinion based on our audit andexamination of books of accounts and other records maintained by the Company as to whetherthe Company has complied with the matters contained in paragraphs 3 and 4 of Schedule Cread with Regulation 3 of iRDA Financial Statements Regulations.

5. We conducted our examination in accordance with the Guidance Note on Reports orCertificates for Special Purposes (Revised 2016) (the "Guidance Note") issued bythe ICAI. The Guidance Note requires that we comply with the independence and otherethical requirements of the Code of Ethics issued by the iCAi.

6. We have complied with the relevant applicable requirements of the Standard onQuality Control ("SQC") 1 Quality Control for Firms that Perform Audits andReviews of Historical Financial information and Other Assurance and Related ServicesEngagements.

opinion

7. in accordance with information and explanations given to us and to the best of ourknowledge and belief and based on our joint audit and examination of the books of accountand other records maintained by the Company for the year ended 31 March 2020 we certifythat:

a. We have reviewed the attached Management Report to the standalone financialstatements for the year ended 31 March 2020 and on the basis of our review we have notfound any apparent mistake or material inconsistencies in the Management Report read withthe standalone financial statements;

b. Based on management representations and compliance certificates submitted to theBoard of Directors by the officers of the Company charged with compliance and the samebeing noted by the Board nothing has come to our attention that causes us to believe thatthe Company has not complied with the terms and conditions of registration as stipulatedby the iRDAi;

c. We have verified the cash balances as at 31 March 2020 with the books of accounts byvouching for selected samples of 31 March 2020 through a three way check between date ofreceipt of cheque from the customer date of cheque deposit slips in the bank andexamining the underlying supporting for such cheque deposit such as policy documents /policy related documents issued by the Company. Further we have also relied uponmanagement's certificate for the cash balances. For securities relating to the Company'sloans and investments as at 31 March 2020 we have performed reconciliation on the basisof confirmations received from the Custodian appointed by the Company with the books ofaccounts. As at 31 March 2020 the Company does not have reversions and life interests;

d. The Company is not the trustee of any trust; and

e. No part of the assets of the Policyholders' Funds has been directly or indirectlyapplied in contravention to the provisions of the insurance Act relating to theapplication and investments of the Policyholders' Funds.

restriction on use

8. This certificate is issued at the request of the Company solely for use of theCompany for inclusion in the annual accounts in order to comply with the provisions ofparagraph 3 and 4 of Schedule C read with regulation 3 of the iRDA Financial StatementsRegulations and is not intended to be and should not be used for any other purpose withoutour prior consent. Accordingly we do not accept or assume any liability or any duty ofcare for any other purpose.

For B S R & co. LLP For walker chandiok & co LLP
Chartered Accountants Chartered Accountants
ICAI Firm Registration No: 101248W/W-100022 ICAI Firm Registration No: 001076N/N500013
Sagar Lakhani Khushroo B. Panthaky
Partner Partner
Membership No: 111855 Membership No: 042423
UDIN: 20111855AAAADO2600 UDIN: 20042423AAAACC7623
Place: Mumbai Place: Mumbai
Date: 25 April 2020 Date: 25 April 2020

Independent Auditor's Certificate

Independent Auditor's Certificate in accordance with Schedule I(B)(11)(d) of theInsurance Regulatory and Development Authority of india (investment) Regulations 2016dated 1 august 2016.

To

The Board of directors

icici Prudential Life insurance company Limited

icici Prulife towers

1089 Appasaheb Marathe Marg

Prabhadevi

MuMBAI 400 025

1. This certificate is issued in accordance with terms of our engagement letter dated22 July 2019 with iCiCi Prudential Life insurance Company limited (the"Company"). insurance Regulatory and Development Authority of india (investment)Regulations 2016 dated 1 August 2016 (the "Regulations") require the auditorsof the Company to issue certificate regarding applicable Net Asset Value ("NAV")for applications received as at 31 March 2020 in terms of Schedule i(B)(11)(d) to theRegulations.

managements responsibility

2. The preparation and maintenance of all accounting and other relevant supportingrecords and documents is the responsibility of the management of the Company. Thisresponsibility includes the design implementation and maintenance of internal controlsrelevant to the applicability of NAV for applications received as at 31 March 2020.

3. The Company's management is responsible for complying with conditions stated in theRegulations and providing all relevant information to the regulatory authorities.

auditors' responsibility

4. Pursuant to the requirements of this certificate it is our responsibility toprovide reasonable assurance as to whether:

(a) The applications received on Tuesday 31 March 2020 upto

3.00 p.m. have been stamped and that the NAV of 31 March 2020 is applied forapplications received upto 3.00 p.m;

(b) The applications received on Tuesday 31 March 2020 after

3.00 p.m. have been stamped and that the NAV of 1 April 2020 is applied forapplications received after 3.00 p.m; and

(c) The Company has declared NAV for 31 March 2020 which is a business day on a basisconsistent with the Company's accounting policies as disclosed in its audited standalonefinancial statements for the year ended 31 March 2020.

5. We have jointly audited standalone financial statements of the Company as of andfinancial year ended 31 March 2020 on which

we issued an unmodified audit opinion vide our report dated 25 April 2020. Our auditsof these standalone financial statements were conducted in accordance with the standardson Auditing specified under Section 143(10) of the Companies Act 2013 and otherapplicable authoritative pronouncements issued by the institute of Chartered Accountantsof india (the "iCAi"). Those standards require that we plan and perform theaudit to obtain reasonable assurance about whether the standalone financial statements arefree of material misstatement. our audits were not planned and performed in connectionwith any transactions to identify matters that may be of potential interest to thirdparties.

6. in this connection we have performed the following procedures:

a) obtained the list of applications for New business Renewal premium Top upSurrender Freelook cancellation Fund switches Withdrawal and Partial withdrawalreceived in respect of Unit linked products on 31 March 2020 (together referred to as"Application Forms") from the Company;

b) Selected samples of Application Forms from listing mentioned in paragraph 6(a) aboveand verified whether:

i) The applications received on Tuesday 31 March 2020 upto 3.00 p.m. have beenappropriately stamped; and the NAV of 31 March 2020 is applied for such applications;

ii) The applications received on Tuesday 31 March 2020 after 3.00 p.m. have beenappropriately stamped and the NAV of 1 April 2020 is applied for such applications; and

iii) The NAV applied for applications received on 31 March 2020 is traced to therespective NAV declared by the Company.

c) We have read the certificate dated 17 April 2020 of the Concurrent auditor of theCompany M/s. Majithia & Associates Chartered Accountants which has been furnished tous certifying compliance with Regulation 5 of Schedule i(B);

d) obtained confirmation from management that all physical branches which wereoperating on 31 March 2020 were closed for customers before 3.00 p.m.;

e) obtained representation from the Management that the Company has declared 31 March2020 as a business day for accepting Application Forms and that it has declared NAV for 31March 2020.

7. We conducted our examination in accordance with the Guidance Note on Reports orCertificates for Special Purposes (Revised 2016) (the "Guidance Note") issued bythe ICAI. The Guidance Note requires that we comply with the independence and otherethical requirements of the Code of Ethics issued by the iCAi.

8. we have complied with the relevant applicable requirements of the standard onQuality Control (sQC) 1 Quality Control for Firms that perform audits and reviews ofHistorical Financial information and other assurance and related services engagements.

OPINION

9. Based on the procedures performed by us as mentioned in paragraph 6 aboveaccording to the information and explanations provided to us and representations by theCompany's management we report that:

(a) The applications received on Tuesday 31 March 2020 upto 3.00 p.m. have beenstamped and that the NAv of 31 march

2020 is applied for applications received upto 3.00 p.m.;

(b) the applications received on tuesday 31 march 2020 after 3.00 p.m. have beenstamped and that the NAv of 1 april 2020 is applied for applications received after 3.00p.m.; and

(c) the Company has declared NAv for 31 march 2020 which is a business day on a basisconsistent with the Company's accounting policies as disclosed in its audited standalonefinancial statements for the year ended 31 march 2020.

RESTRICTION ON USE

10. this certificate is addressed to and provided to Board of Directors of the Companysolely for inclusion in the annual accounts of the Company as per schedule i(B)(11)(d) ofthe regulations and should not be used by any other person or for any other purpose. wehave no responsibility to update this certificate for events and circumstances occurringafter the date of this certificate.

For B S R & Co. LLP For Walker Chandiok & Co LLP
Chartered Accountants Chartered Accountants
ICAI Firm Registration No: 101248W/W-100022 ICAI Firm Registration No: 001076N/N500013
Sagar Lakhani Khushroo B. Panthaky
Partner Partner
Membership No: 111855 Membership No: 042423
UDIN: 20111855AAAADP5727 UDIN: 20042423AAAACB2149
Place: Mumbai Place: Mumbai
Date: 25 April 2020 Date: 25 April 2020

.